|
To the greatest extent allowed by law, Developer shall indemnify, defend(with counsel
<br /> approved by City) and hold the City and its elected and appointed officers,officials, employees,
<br /> agents,consultants, and contractors (all of the foregoing, collectively,the"Indemnitees")
<br /> harmless from and against all liability, loss,cost, expense (including without limitation
<br /> attorneys' fees and costs of litigation), claim, demand, action, suit,judicial or administrative
<br /> proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively
<br /> "Claims")which directly or indirectly, in whole or in part, are caused by, arise in connection
<br /> with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to,
<br /> the payment or requirement of payment of prevailing wages (including without limitation, all
<br /> claims that may be made by contractors, subcontractors or other third party claimants pursuant to
<br /> Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection
<br /> with the Project,the failure to comply with any state or federal labor laws, regulations or
<br /> standards in connection with this Agreement, including but not limited to the Prevailing Wage
<br /> Laws, or any act or omission of Developer related to this Agreement 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 any such
<br /> Claims. The provisions of this Section 5.14 shall survive the expiration or earlier termination of
<br /> this Agreement and the issuance of a Certificate of Completion for the Project. Developer's
<br /> indemnification obligations set forth in this Section shall not apply to Claims to the extent arising
<br /> from the gross negligence or willful misconduct of the Indemnitees and are subject to the
<br /> additional terms set forth in Section 11.2 below.
<br /> 5.15 Compliance with Laws. Developer shall carry out and shall cause its contractors
<br /> and subcontractors to carry out the construction of the Project in conformity with all applicable
<br /> federal, state and local laws, rules, ordinances and regulations("Applicable Laws") including
<br /> without limitation, all applicable federal and state labor laws and standards, Section 3 of the
<br /> Housing and Community Development Act of 1974, as amended (if applicable),applicable
<br /> provisions of the California Public Contracts Code(if any),the City zoning and development
<br /> standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's
<br /> Municipal Code, and all applicable disabled and handicapped access requirements, including
<br /> without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq.,
<br /> Government Code Section 4450,et seq., Government Code Section 11135, et seq., and the
<br /> Unruh Civil Rights Act, Civil Code Section 51,et seq.. To the greatest extent allowed by law,
<br /> Developer shall indemnify, defend(with counsel approved by City)and hold harmless the
<br /> Indemnitees from and against any and all Claims arising in connection with the breach of
<br /> Developer's obligations set forth in this Section whether or not any insurance policies shall have
<br /> been determined to be applicable to any such Claims. Developer's indemnification obligations
<br /> set forth in this Section shall not apply to Claims to the extent arising from the gross negligence
<br /> or willful misconduct of the Indemnitees. Developer's defense and indemnification obligations
<br /> set forth in this Section 5.15 shall survive the expiration or earlier termination of this Agreement
<br /> and the issuance of a Certificate of Completion for the Project and shall be subject to the
<br /> additional terms set forth in Section 11.2 below.
<br /> 5.16 Liens and Stop Notices. Until the latest of the date of reconveyance of the Deed
<br /> of Trust, the expiration of the term of the Regulatory Agreement,and the expiration of the term
<br /> of the Ground Lease, Developer shall not allow to be placed on the Property or any part thereof
<br /> any lien or stop notice on account of materials supplied to or labor performed on behalf of
<br /> OAK#4822-6539-6013 v3 17
<br />
|