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<br /> <br /> <br />affecting Foundation, or any contract, agreement, judgment, order, decree, or other instrument <br />binding upon or affecting Foundation. <br /> <br />2.4 Valid and Binding Obligations. Foundation warrants that, when duly executed by <br />Foundation, this Agreement shall constitute the legal, valid and binding obligations of <br />Foundation enforceable in accordance with their respective terms. Foundation hereby waives <br />any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any <br />provisions or conditions contained therein. <br /> <br /> 2.5 No Adverse Action. Foundation warrants that there is no action, suit or <br />proceeding pending or threatened against it which might adversely affect Foundation in any <br />material respect. <br /> <br /> 2.6 No Liens or Encumbrances. Foundation warrants that it shall keep the Project <br />free from any liens arising out of any work performed in furtherance of this Agreement, material <br />furnished or obligations incurred by Foundation. Foundation further warrants that it shall not <br />create, permit, or suffer any liens or encumbrances affecting the Project or any portion of the <br />City’s interest therein. <br /> <br /> 2.7 Laws & Regulations. Foundation shall comply with all requirements of the <br />Department of Industrial Relations in accordance with the California Labor Code, and all other <br />applicable federal, state and local laws, including but not limited to, regulations pertaining to <br />ADA accessibility, labor standards, and the payment of prevailing wages. <br /> <br />ARTICLE 3. <br />INDEMNITY REQUIREMENTS <br /> <br /> 3.1 Indemnity. Foundation shall defend (with counsel reasonably acceptable to City), <br />hold harmless and indemnify the City and its elected and appointed officials, officers, agents and <br />employees from and against all claims, liability, costs, expenses, loss or damages of any nature <br />whatsoever, including reasonable attorney’s fees, arising out of or in any way connected with the <br />Project or Foundation's failure to perform its covenants and obligations under this Agreement, <br />excluding the willful misconduct or the gross negligence of the person or entity seeking to be <br />defended, indemnified, or held harmless. The indemnification provisions of this Section 3.1 of <br />this Agreement shall survive the expiration of this Agreement. <br /> <br />ARTICLE 4. <br />MISCELLANEOUS <br /> <br />4.1 Relationship of Parties. Nothing contained in this Agreement shall be construed <br />as creating partnership, relationship of employer and employee, or relationship of principal and <br />agent between City and Foundation or Foundation’s agents, employees, contractors, or <br />volunteers, and Foundation shall be wholly responsible for the manner in which it or its agents, <br />or both, perform under this Agreement. <br /> <br />DocuSign Envelope ID: 0D2CA3BD-265D-40BE-83DB-B9693914F343