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Developer's obligation to indemnify as set forth in this Agreement shall extend to
<br />loss or damage, expenses, injuries, death to any person, damage to real or personal property,
<br />claim, demand, suit, action, judgment, settlement, reasonable attorney's fees, costs, or
<br />proceedings of any kind that are discovered or accrue, either before or after the termination of
<br />this Agreement.
<br />Notwithstanding the foregoing, Developer shall not be required to indemnify and
<br />hold harmless Agency or the City for liability attributable to the active negligence of, intentional
<br />misconduct by, or breach of this Agreement by Agency or the City or any of their boards,
<br />officers, employees, representatives or agents.
<br />9. Developer certifies and agrees that all persons employed or applying for
<br />employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors,
<br />bidders and vendors, are and will be treated equally by it without regard to, or because of race,
<br />color, religion, ancestry, national origin, sex, sexual orientation, age, pregnancy, childbirth or
<br />related medical condition, medical condition (cancer related) or physical or mental disability, and
<br />in compliance with Title VII of the Civil Rights Act of 1964,42 U.S.C. Section 2000, et seq., the
<br />Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in
<br />Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control
<br />Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair
<br />Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California
<br />Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the
<br />Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., and all other anti-
<br />discrimination laws and regulations of the United States and the State of California as they now
<br />exist or may hereafter be amended. The Developer shall allow representatives of the Agency
<br />access to its employment records related to this Agreement during regular business hours to
<br />verify compliance with these provisions when so requested by the Agency.
<br />10. Except to the extent exempt therefrom, the Developer shall pay prior to
<br />delinquency all ad valorem real estate taxes and assessments on each Phase of the Site
<br />attributable to periods subsequent to Closing for such Phase, subject to the Developer's right to
<br />contest in good faith any such taxes. Following the Closing for any Phase, the Developer shall
<br />remove or have removed any levy or attachment made on any Phase of the Site or any part
<br />thereof, or assure the satisfaction thereof within a reasonable time. The Developer may apply for
<br />property tax abatement from the payment of all property taxes or assessments during the period
<br />of its ownership on any interest in or to the Site or any part thereof.
<br />11. The Developer shall carry out the design, construction, development and
<br />operation of the Developer Improvements in conformity with all applicable laws, including all
<br />applicable state labor standards, City zoning and development standards, building, plumbing,
<br />mechanical and electrical codes, and all other provisions of the City's Municipal Code, and all
<br />applicable disabled and handicapped access requirements, including without limitation the
<br />Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code
<br />Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act,
<br />Civil Code Section 51, et seq., and any other applicable Governmental Requirements.
<br />DOCSOM400673 v 14/200272-0001
<br />ATTACHMENT NO. 3-6
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