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<br />(j) Lessee shall indemnify, defend (with counsel approved by Lessor) and
<br />hold Lessor and its respective elected and appointed officers, employees, agents, consultants, and
<br />contractors (collectively. the “Indemnitees”) harmless from and against all liability, loss, cost,
<br />expense (including without limitation attorneys’ fees and costs of litigation), claim, demand,
<br />action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage
<br />(all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are
<br />caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in
<br />connection with, or relate to, the payment or requirement of payment of prevailing wages or the
<br />requirement of competitive bidding in the construction and rehabilitation of the Improvements,
<br />the failure to comply with any state or federal labor laws, regulations or standards in connection
<br />with this Ground Lease, including but not limited to the Prevailing Wage Laws and Davis-
<br />Bacon, or any act or omission of Lessee related to this Ground Lease with respect to the payment
<br />or requirement of payment of prevailing wages or the requirement of competitive bidding,
<br />whether or not any insurance policies shall have been determined to be applicable to such
<br />Claims. It is further agreed that Lessor does not and shall not waive any rights against Lessee
<br />which it may have by reason of this indemnity and hold harmless agreement because of the
<br />acceptance by Lessor, or Lessee’s deposit with Lessor of any of the insurance policies described
<br />in this Ground Lease. The provisions of this Section 4.4 shall survive the expiration or earlier
<br />termination of this Ground Lease and the issuance of a Certificate of Occupancy for the
<br />Improvements. Lessee’s indemnification obligations under this Section 4.4 shall not apply to
<br />any Claim which arises as a result of an Indemnitee’s gross negligence or willful misconduct.
<br />Section 4.5 Compliance with Laws. Lessee shall carry out and shall cause its
<br />contractors and subcontractors to carry out the construction and rehabilitation of the Project, and
<br />shall operate the Project in conformity with all applicable federal, state and local laws, rules,
<br />ordinances and regulations ("Applicable Laws"), including without limitation, all applicable
<br />federal and state labor laws and standards, the City's zoning and development standards,
<br />building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal
<br />Code, and all applicable disabled and handicapped access requirements. To the greatest extent
<br />allowed by law, Lessee shall indemnify, defend (with counsel approved by Lessor) and hold
<br />harmless the Indemnitees from and against any and all Claims arising in connection with the
<br />breach of Lessee's obligations set forth in this Section 4.5 whether or not any insurance policies
<br />shall have been determined to be applicable to any such Claims. This Section shall survive the
<br />expiration or termination of this Ground Lease.
<br />Section 4.6 Liens. Lessee shall not have any right, authority or power to bind Lessor,
<br />the Leased Premises, or any interest of Lessor in the Leased Premises, for any claim for labor or
<br />material, or for any other charge or expense, lien or security interest incurred in connection with
<br />Lessee's use of the Leased Premises, or the development, construction or operation of the
<br />Improvements, or any change, alteration of addition thereto. Lessee shall not have the right to
<br />encumber the Leased Premises with any loans. Lessee shall have the right to enter into utility
<br />easements and other customary easements necessary and incidental to the rehabilitation,
<br />construction and operation of the Improvements, which such easements shall require the Lessor's
<br />consent, not to unreasonably be withheld.
<br />The Lessee shall not create or permit or suffer to be created or to remain upon the Leased
<br />Premises, or any part thereof, and will discharge, any lien, including, but not limited to, the liens DRAFT
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