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1 . Developer shall carry out the construction through completion of the
<br />Project and the overall development of the Site in conformity with all applicable federal, state
<br />and local labor laws and regulations, in lu d ing, without limitation, if applicable, the
<br />requirements to Fay prevailing wages under federal later the Davis Bacon t, 40 U.S.C.
<br />Section 314 1 * et seq., and the regulations promulgated thereunder set forth at 29 CFR Part 1
<br />(collectively, "Davis Bacon" and Califomia law (Labor Code Section 1720, t seq. ).
<br />Notwithstanding the foregoing, a the Agency hereby acknowledges and agrees that nothing in
<br />this Agreement or any of the documents en tered into by the Agency and the Developer in
<br />connection with the transactions cont mpl ated by this Agreement) is intended to impose on the
<br />Developer, contractually or otherwise, the obligation to pay prevailing wages under federal, state
<br />or local law, and b the Agency hereby represents and warrants to the Developer, its successors
<br />and assigns, that all funds used by the Agency in connection with this Agreement and the
<br />transactions contemplated hereby, including, without limitation, funds used and to be used by the
<br />Agency to acquire a a 1p and every component of the Site, funds used and to be used t pay for
<br />relocation and demolition of existing improvem n t on the Site, funds used and to be used to
<br />fund the Agency Loans and funds used and to be used to Mind Horneouyer Assistance Loans,
<br />solely constitute moneys from a Low and Moderate Income Mousing Fund established pursuant
<br />to Section 33334.3 of the California Health and Safety Code, all within the meaning of
<br />Section 1720(c)(4) of the California Labor Code. The Agency understands and agrees that the
<br />Developer will materially rely on the foregoing warranties in its determination as to whether
<br />prevailing wages are required pursuant to Califomia law or Davis-Bacon. The parties
<br />acknowledge that a financing structure utilizing certain federal and/or state funding sources and
<br />financing scenarios not otherwise id entif`ied herein may trigaer compliance with applicable state
<br />and federal prevailing wage laws and regulations. The applicability of federal, state and Zeal
<br />prevailing gage laws will be determined based upon the final financing structure and sources of
<br />funding of the Project, as approved by the Agency E u ti ire Director.
<br />The Developer shall be solely responsible, expressly or impliedl y and legally and
<br />financially, for determining and effectuating compliance with all applicable federal, state and
<br />local public works requirements, prevailing wage lawsa labor laws and standards, arid* except as
<br />provided above, neither the Agency nor City makes any representation, either legally an d/o r
<br />financially, as to the applicability or non-applicability of any federal, state and local laws to the
<br />Project, either on i to or offsite. The Developer pre sly, knowingly and voluntarily
<br />acknowledges and agrees that neither the. Agency nor City have previously represented to the
<br />Developer or to any representative, agent or Affiliate of Developer, or any contractor(s) or an
<br />subcontractor(s) for the construction or development of the Project, in writing or otherwise, in a
<br />all for bids or otherwise, that the work and construction undertaken pursuant to this Agreement
<br />is or is not) a "public work,' as defined in Section 1720 of the Labor Code or under Davis
<br />Bacon.
<br />The Developer kn o w ingl and voluntarily agrees that the Developer shall have
<br />the obligation to provide any and all disclosures or identifications as required b r 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 />Agency to the Developer in this Section 12 remains true* correct and complete in every respect,
<br />the Developer shall In dentin i f , protect, pay for, defend and hold harmless the Agency, t h i t
<br />and their respective officers, employees, agents and representatives en t atives from and against any and all
<br />ATTACHMENT NO. -7
<br />D OO 1 400673 v 1 41201272 -000 1
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