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from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 11 2 below 5 15 Compliance with Laws Developer shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations ("Applicable Laws") including without limitation, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable), applicable provisions of the California Public Contracts Code (if any), the City zoning and development standards, building, plumbing, mechanical and electncal codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Amencans with Disabilities Act, 42 U S.0 Section 12101, et seq , Government Code Section 4450, et seq , Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Developer's obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims Developer's indemnification obligations set forth in this Section shall not apply to Claims to the extent ansing from the gross negligence or willful misconduct of the Indemnitees. Developer's defense and indemnification obligations set forth in this Section 5.15 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project and shall be subject to the additional terms set forth in Section 11 2 below 5 16 Liens and Stop Notices Until the latest of the date of reconveyance of the Deed of Trust, the expiration of the term of the Regulatory Agreement, and the expiration of the term of the Ground Lease, Developer shall not allow to be placed on the Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Project or the Property or any part thereof, Developer shall within twenty(20) days of such recording or service. (a) pay and discharge (or cause to be paid and discharged) the same, or(b) effect the release thereof by recording and delivering(or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount, or(c)provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged 5 17 Right of City to Satisfy Liens on the Property If Developer fails to satisfy or discharge any lien or stop notice on the Property or any part thereof pursuant to and within the time penod set forth in Section 5 16 above, the City shall have the nght, but not the obligation, to satisfy any such liens or stop notices at Developer's expense and without further notice to Developer and all sums advanced by City for such purpose shall be part of the indebtedness secured by the Deed of Trust. In such event Developer shall be liable for and shall immediately reimburse City for such paid lien or stop notice Alternatively, the City may require Developer to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof The City may use such deposit to satisfy any claim or lien that is adversely determined against Developer Developer shall file a valid notice of cessation or notice of completion upon cessation of construction work on the Property for a continuous penod of thirty (30) days or more, and shall take all other reasonable steps to forestall the assertion of claims or OAK#4822-6539-6013 v5 17