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provided above, neither the Agency nor City rakes any representation, either legally and/or
<br />financia,11y, as to the applicability or non-applicability of any federal, state and local laws to the
<br />Project, either ons i to or offsite. The Developer expressly, knowingly and voluntarily
<br />acknowledges and agrees that neither tie Agency nor City have previously represented to the
<br />Developer or to any representative, agent or Affiliate of Developer, or any contra tors) or any
<br />subcontractor(s) for the construction or development of the Project, in writing or otherwise, in a
<br />call for bids or otherwise, that the work and construction undertaken pursuant to this greemen t
<br />is or is not) a 4 4pu bli w or ," as defined in Section 1720 of the Labor Code or under
<br />Davis-Bacon.
<br />The Developer knowingly and voluntarily agrees that the Developer shall have
<br />the obligation to provide any and all disclosures or identifications as required by Labor Code
<br />Section 1781 and/or by Davis Bacon, as the same may be amended from time to time, or any
<br />other similar lair or regulation. If and only if the representation and warranty provided by the
<br />Agency to the Developer in this Section 311.1 remains true, correct and complete in every
<br />respect, the Developer shall Indemnify, protect, pay for, defend and hold harmless the Agency,
<br />the City and their respective officers, mpl o e s, agents and representatives from and against
<br />any and all loss, liability, damage, claim, cost, expense and/or "increased costs "' (including
<br />reasonable attorneys fees, court and litigation costs, and fees of expert witnesses ) which, in
<br />connection with the development, on s tru tion as defined by applicable law) and/or operation of
<br />the Project, including, wi thou t limitation, any and all public works as defined by applicable
<br />law), results or arises in any way from any of the following: i the noncompliance by the
<br />Developer with any applicable local, stag andJor federal law or regulation, including, without
<br />lirni t ation, any applicable federal and/or state labor laws or reu 1 ati on s i n l u ding, without
<br />thou t g
<br />limitation, if applicable, the requirement to pay state and/or federal pr v ailing wages); (ii) the
<br />implementation of Section 1781 of the Labor Code and/or of Davis Bacon, as the same may be
<br />amended from time to time, or any other similar law or regulation; and/or (iii) failure by the
<br />Developer to provide any required disclosure or identification as required by Labor Code
<br />Section 1781 and/or by Davis Bacon, as the same may be amended from time to tine, or any
<br />other similar law or regulation. If and only if the representation and warranty provided by the
<br />Agcncy to the Developer in this Section 311.1 remains true, correct and complete in every
<br />respect, i t is agreed by the parties that, in connection with the development and construction as
<br />defined by applicable law or regulation) of the Project, including, without limitation, any and all
<br />public works as defined by applicable law or regulation), the Developer shall bar all risks of
<br />payment or non - payment of prevailing wages under applicable federal, stag and local law or
<br />regulation and/or the implementation of Labor Code Section 1781 and/or by Davis Bacon, as the
<br />same may be amended from time to time, and/or any other similar law or regulation. ' `In reas e d
<br />costs," as used in this Section 3 11. 1, shall have the meaning ascribed to it in Labor Code
<br />Section 1781, as the ,same may be amended from time to time. The foregoing indemnity shall
<br />survive termination of this Agreement and shall continue after completion of the construction
<br />and development of the Prole t by the Developer.
<br />312. Liens and Stop Notices. From and after the Closing for a particular Phas a and
<br />during the construction of such Phase, the Developer shall use all reasonable efforts to not allow
<br />to he placed on such Phase or any part thereof any lien or stop notice. If a claim of a lien or stop
<br />notice is given or recorded affecting any Phase of the Developer Improvements or any Phase of
<br />the Site or any portion thereof by reason of Developer's predevelopment, development and/or
<br />ISO 1400673v l4 /200272 -0001
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