RecDoc2025-046782 Development Fee Deferral Agreement 160 Harrison Ave. Holding, LLC

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addition, Developer shall provide appropriate notification in the escrow instructions to the escrow agent that the total amount of the Impact Fees shall be paid to the City from the sale proceeds in escrow prior to disbursing proceeds to the seller. 7. No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. No person or entity who or which is not a signatory to this Agreement shall be deemed be benefited or intended to be benefited by any provision hereof, and no such person or entity shall acquire any rights or causes of action against either the City or Developer hereunder as a result of the City's or Developer's performance or nonperformance of their respective obligations under this Agreement. 8. Prevailing Wage. a. Developer shall defend (with counsel acceptable to the City), indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Developer and its contractors to comply with, to the extent applicable to the Project, all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Section 1776), hours of labor (Labor Code Sections 1813 and 1815), public works contractor registration (Labor Code Sections 1725.5 and 1771.1) and debarment of contractors and subcontractors (Labor Code Sections 1777.1). b. It shall be the sole responsibility of Developer to determine whether to comply with Prevailing Wage Laws for any or all work required by this Agreement. As a material part of this Agreement, Developer agrees to assume all risk of liability arising from any decision not to comply with Prevailing Wage Laws for work required by this Agreement. 9. Venue; Jurisdiction. In the event that an action or proceeding is brought by either party hereunder, the parties agree that venue of such action is exclusively in a state court in San Mateo County, California. This Agreement must be interpreted in accordance with, and governed by, the laws of the State of California. 10. Time of the Essence. Time is of the essence of each and every provision of this Agreement. 11. Severability. If any provision of this Agreement is for any reason held to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby and remains valid and fully enforceable. 12. Indemnity. To the fullest extent permitted by law, Developer shall defend and hold City and its agents and employees ("Indemnified Parties") harmless from liability from: (i) any and all actions, claims, damages, injuries, challenges and/or costs of liabilities arising from the Indemnified Parties' approval of any and all entitlements or permits arising from the Project and this Agreement; (ii) any damages, liability and/or claims of any kind for any injury to or death of any person, or damage or injury of any kind to property which may arise from or be related to the direct or indirect operations of Developer or its contractors, subcontractors, agents, employees or other persons acting on Developer's behalf which relate to the Project and/or the Property. Developer further agrees that such indemnification and hold harmless shall include all fees and costs associated with the defense of the Indemnified Parties. City shall have the right to have its REV: 08-06-25 VR ATTY/AGR.2025.202/160 HARRISON AVE LLC (160 HARRISON AVE # E & #F Impact Fee Deferral) (Page 3 of 10)