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10. Indemnification <br />10.1 Neither the City, nor its officers, agents nor employees, shall be liable or <br />responsible for any accident, injury, loss, or damage to either property or person related to, <br />attributable to, or arising out of the Demolition Work and/or the Signal Removal. Developer <br />shall indemnify, hold harmless and defend the City, its officers, agents and employees, from and <br />against any and all losses, claims, costs, expenses, liabilities, damages, actions, causes of action <br />and judgments, including reasonable attorneys' fees, arising out of or attributable to the City's <br />approval of, and Developer's performance under, this Agreement. Notwithstanding the forgoing, <br />Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the <br />extent that any of the damage or injury is caused by the negligence or willful misconduct of the <br />City or its agents or employees. <br />10.2 Developer's obligations under this Section 10 are not reduced or affected by <br />whether the City prepared, supplied, reviewed or approved any plans related to the Demolition <br />Work or the Signal Removal, or whether the City has insurance or other indemnification covering <br />any of these matters. <br />I1. Compliance with Laws. Developer shall comply with all federal, state and local laws, <br />ordinances and regulations in the performance of this Agreement. Developer shall, at its own cost and <br />expense, obtain all necessary permits and licenses, give all necessary notices, and pay all fees and taxes <br />required by law relating to the Demolition Work and the Signal Removal. Copies and/or proof of <br />payment of said permits, licenses, notices, fees and tax payments shall be furnished to the City Engineer <br />upon request. <br />12. Permits. Developer shall obtain, at its sole cost and expense, any building, encroachment <br />or other permits required by City or OSHPD to perform the Demolition Work and the Signal Removal <br />work. <br />13. Payments. Developer agrees that it will pay, when due, all those furnishing labor or <br />materials in connection with the Demolition Work and the Signal Removal work. Developer further <br />agrees that the Payment Security provided by Developer in accordance with Section 7 of this Agreement <br />shall not be released if any mechanics liens or stop notices are outstanding, unless said liens are released <br />by bond in compliance with Civil Code section 8424. <br />14. Notice of Breach and Default. The occurrence of any of the following constitutes a <br />breach and default of this Agreement: <br />(1) Developer refuses or fails to complete the Demolition Work or the Signal <br />Removal work within the time set forth herein or abandons the Demolition Work <br />or the Signal Removal work. <br />(2) Developer assigns this Agreement without the prior written consent of City. <br />(3) Developer is adjudged bankrupt or makes a general assignment for the benefit of <br />creditors, or a receiver is appointed in the event of Developer's insolvency. <br />(4) Developer or Developer's contractors, subcontractors, agents or employees, fail <br />to comply with any terms or conditions of this Agreement. <br />Page 5 of 13 <br />REV: 07-20-18 PR <br />ATN/AGR/2018.161/KAISER MOB2 —DEMO AGREEMENT <br />