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a certificate of occupancy issued by the City pursuant to normal City procedures. Except as
<br /> otherwise provided herein, after the issuance of a Certificate of Completion, neither the City nor
<br /> any other person shall have any rights, remedies or controls with respect to the Site that it would
<br /> otherwise have or be entitled to exercise under this Agreement as a result of a default in or
<br /> breach of any provision of this Agreement. After the recordation of a Certificate of Completion
<br /> for the Hamilton Garage or the Project, as the case may be, any entity then owning or thereafter
<br /> purchasing, leasing or otherwise acquiring any interest in the Site or the Project shall not
<br /> (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under
<br /> this Agreement as to the portion of the Project as to which a Certificate of Completion has been
<br /> issued, but such entity shall be bound by any reservations, covenants, conditions, obligations,
<br /> restrictions and other interests affecting the Site as set forth in the Easement and Parking
<br /> Agreement. Such Certificate of Completion shall not constitute evidence of compliance with or
<br /> satisfaction of any obligations of Developer to any holder of a Mortgage or any insurer of a
<br /> Mortgage securing money loaned to finance the Project or any portion thereof.
<br /> 4.7 Obligation to Refrain from Discrimination. The Developer covenants and agrees
<br /> for itself, its successors, its assigns and every successor-in-interest to all or any portion of the
<br /> Site, that there shall be no discrimination against or segregation of any person, ar group of
<br /> persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
<br /> Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
<br /> paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code
<br /> in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site nor shall the
<br /> Developer, itself or any person claiming under or through it, establish or permit any such
<br /> practice or practices of discrimination or segregation with reference to the selection, location,
<br /> number, use or occupancy of purchasers, tenants, lessees, sub-tenants, sub-lessees or vendees of
<br /> the Site. The covenant of this Section 4.7 shall be a covenant running with the land and binding
<br /> on successive owners of all or any portion of the Site in perpetuity.
<br /> ARTICLE 5. INDEMNITY; INSURANCE.
<br /> 5.1 Indemnitv.
<br /> (a) To the fullest extent permitted by law, Developer shall fully indemnify,
<br /> defend (at Developer's sole cost and expense and with legal counsel selected and approved by
<br /> City, in City's sole discretion), protect and hold harmless City, its elected officials, directors,
<br /> board members, officers, employees, contractors, volunteers, agents and attorneys (collectively,
<br /> "City Indemnitees") from and against any and all actual claims, demands, obligations, acts,
<br /> causes of action, damages, costs, eXpenses, losses,judgments, fines, penalties and liabilities, in
<br /> law or in equity, to person or property, of every kind or nature whatsoever claimed, made or
<br /> suffered by any person or entity relating to this Agreement, City's review, evaluation and
<br /> approval of the Project, construction of the Project, or operations of Developer, or its employees,
<br /> agents, contractors or representatives ("Third Party Project-Related Challenge"), except insofar
<br /> as such Third Party Project-Related Challenge, other than any claim made under Section 3.9
<br /> hereof, is the result of gross negligence or willful misconduct of any City Indemnitee. Developer
<br /> further agrees that City may use its own legal staff or outside counsel in connection with defense
<br /> of any Third Party Project-Related Challenge, at the City Attorney's sole discretion, and City
<br /> shall have the right to select outside counsel of its choice, in its sole discretion. All reasonable
<br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA
<br /> REV:08-18-15 VR
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