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<br />Page | 21 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />negligence or willful misconduct of Lessor, and excluding any liens resulting from the actions of, or <br />work performed by, the Lessor. <br />(c) Protection Against Liens. Lessor shall have the right to post and <br />maintain on the Premises any notices of non-responsibility provided for under applicable California <br />law. During the course of construction, Tenant shall obtain customary mechanics’ lien waivers and <br />releases. Upon completion of the construction of any Improvements, Tenant shall r ecord a notice of <br />completion in accordance with applicable law. Promptly after the Improvements have been <br />completed, Tenant shall (or shall cause Contractor to) record a notice of completion as defined and <br />provided for in California Civil Code section 8000 et seq. <br />(d) Lessor’s Rights. If Tenant (or any contractor or subcontractor, as <br />applicable) does not cause to be recorded the bond described in California Civil Code section 8000 et <br />seq. or otherwise protect the Premises and Improvements under any alternative or successor statute, <br />and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the <br />foreclosure of a mechanic’s, materialman’s, contractor’s or subcontractor’s lien claim, and if Tenant <br />fails to stay the execution of judgment by lawful means or to pay the judgment, Lessor shall have the <br />right, but not the duty to pay or otherwise discharge, stay or prevent the execution of any such <br />judgment or lien or both. Upon any such payment by County and/or Agency, Tenant shall <br />immediately upon receipt of written request therefor by County or Agency, reimburse County and/or <br />Agency for all sums paid by County and/or Agency under this paragraph together with all County <br />and/or Agency’s reasonable attorney’s fees and costs, plus interest at the Interest Rate from the date <br />of payment until the date of reimbursement. <br />5.1.10. No Responsibility. Any approvals by County or Agency with respect to any <br />Improvements shall not make County or Agency responsible for the Improvement with respect to <br />which approval is given or the construction thereof. Tenant shall indemnify, defend and hold Lessor <br />harmless from and against all liability and all claims of liability (including, without limitation, <br />reasonable attorneys’ fees and costs) arising during the Term of this Lease for damage or injury to <br />persons or property or for death of persons arising from or in connection with the Improvement or <br />construction thereof, but excluding any liability resulting from the gross negligence or willful <br />misconduct of Lessor, and excluding any liens resulting from the actions of, or work performed by, <br />the Lessor. <br />5.2 Construction Contracts. <br />5.2.1. Construction Contract. Tenant shall enter into a written contract with a <br />general contractor (“Contractor”) for construction of the Initial Improvements based upon the <br />“Construction Contract Documents” approved pursuant to the Option Agreement. All construction <br />of the Initial Improvements shall be performed by contractors and subcontractors duly licensed as <br />such under the laws of the State of California. Tenant shall give Lessor a true copy of the contract <br />or contracts with the Contractor. <br />5.2.2. Assignment to County and/or Agency. Tenant shall obtain the written <br />agreement of the Contractor that, at County and/or Agency’s election and in the event that Tenant <br />fails to perform its contract with the Contractor, such Contractor will recognize County and/or <br />Agency as the assignee of the contract with the Contractor, and that County and/or Agency may, <br />upon such election, assume such contract with credit for payments made prior thereto. <br />EXHIBIT 11