RecD08 2008-086768 - Laserfiche WebLink

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, ' Wage Laws. Developer shall also include in each of its contractor agreements pertaining to the Public Property Improvements, a provision in form reasonably acceptable to City, obligating the contractor to require its subcontractors to comply with Prevailing Wage Laws, and to submit, to City, upon City's request, certified copies of payroll records, and to maintain and make available to City and its designees, payroll records for inspection and copying during regular business hours at the Property or at another location within the City of Redwood City. (b) Developer shall defend (with counsel reasonably acceptable to the City), indemnify, and hold the City and its officers, officials, employees, volunteers, agents and representatives harmless from and against any and all present and future liabilities, obligations, orders, claims, damages, fines, penalties and expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with Developer's failure to comply with Prevailing Wage Laws applicable to the Public Property Improvements, including all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code sections 1726 and 1781, except to the extent such any such claim arises as a result of gross negligence or willful misconduct on the part of City or City's officers, officials, employees, volunteers, agents or representatives. ARTICLE 5: DEFAULT 5.1 Developer's Right to Terminate. The Developer may, in its sole discretion, determine not to proceed with the Project or remaining portions thereof, provided that Developer's decision not to proceed shall not relieve Developer of any obligation previously incurred under this Agreement, except to the extent Developer's performance is affected by the City's breach of one or more material provisions of this Agreement. 5.2 Events of Default. Subject to any extensions of time agreed upon by the mutual written consent of City and Developer, and subject to any Enforced Delays as provided in Section 8.4 any failure by either Developer or City to perform any material term or provision of this Agreement shall constitute an Event of Default and shall entitle the nonbreaching party to terminate this Agreement if it so elects (i) if such defaulting Party does not cure such failure within thirty (30) days following written notice of default from the other Party where such failure is of a nature that can be cured within such thirty (30) day period, or (ii) if such failure is not of a nature that can be cured within such thirty (30) day period, the defaulting Party does not within such thirty (30) day period commence substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence and continuity the curing of such failure. Any notice of default given hereunder shall be in writing and shall specify in detail the nature of the failure in performance which the noticing Party claims constitutes the Event of Default and the manner in which such Event of Default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the periods herein specified for cure of a failure of performance: (1) the Party charged therewith shall not be considered to be in default for purposes of termination of this Agreement or institution of legal proceedings with respect thereto; and (2) ATTY/AGR/2008.013 022708 14