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<br />9138-126780\1512539.3
<br />both (i) certificates of insurance evidencing coverage for “builder’s risk,” as specified in Section 8.1,
<br />and (ii) evidence of worker’s compensation insurance, which provide the requisite insurance levels in
<br />accordance with Article VIII, for all persons employed in connection with the construction of any
<br />Improvements upon the Premises and with respect to whom death or bodily injury claims could be
<br />asserted against the Agency or the Premises. Tenant shall (or shall cause Contractor to) maintain,
<br />keep in force and pay all premiums required to maintain and keep in said insurance herein at all times
<br />during which construction Work is in progress.
<br />5.1.9. Mechanic’s Liens.
<br />(a) Payment of Liens. Tenant shall pay or cause to be paid the total cost
<br />and expense of all “Work of Improvement,” as that phrase is defined in the California Mechanics’
<br />Lien law in effect and as amended from time to time. Tenant shall not suffer or permit to be enforced
<br />against the Premises or Improvements or any portion thereof, any mechanics’, materialmen’s,
<br />contractors’ or subcontractors’ liens arising from any work of improvement, however it may arise.
<br />Tenant may, however, in good faith and at Tenant’s sole cost and expense contest the validity of any
<br />such asserted lien, claim, or demand, provided Tenant (or any contractor or subcontractor, as
<br />applicable) has furnished the release bond (if required by Agency or any construction lender)
<br />required in California Civil Code section 8000 et seq. (or any comparable statute hereafter enacted
<br />for providing a bond freeing the Premises from the effect of such lien claim). In the event a lien or
<br />stop-notice is imposed upon the Premises as a result of such construction, repair, alteration, or
<br />installation, and provided the lien is not the result of actions of, or work performed by, the Lessor,
<br />Tenant shall either:
<br />(1) Record a valid Release of Lien, or
<br />(2) Procure and record a bond in accordance with Section 8424 of the
<br />Civil Code, which releases the Premises from the claim of the lien or stop-notice and from any action
<br />brought to foreclose the lien, or
<br />(3) Post such security as shall be required by Tenant’s title insurer to
<br />insure over such lien or stop-notice, or
<br />(4) Should Tenant fail to accomplish either of the three optional
<br />actions above within 30 days after Tenant receives notice of the filing of such a lien or stop-notice, it
<br />shall constitute an Event of Default hereunder.
<br />(b) Indemnification. Tenant shall at all times indemnify, defend with
<br />counsel approved in writing by the Agency and hold the Agency harmless from all claims, losses,
<br />demands, damages, cost, expenses, or liability costs for labor or materials in connection with
<br />construction, repair, alteration, or installation of structures, improvements, equipment, or facilities
<br />within the Premises, and from the cost of defending against such claims, including reasonable
<br />attorneys’ fees and costs, but excluding any liability resulting from the gross negligence or willful
<br />misconduct of Lessor or any Lessor Parties, 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 />EXHIBIT 5
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