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<br />and save Agency, City and Sandpointe, and their officers, agents, and employees, from any and all
<br />claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of
<br />limitation, workers' compensation claims of or by anyone whomsoever, in any way resulting from
<br />the negligent or wrongful acts or omissions of Nexus or Geneva Commons or their respective
<br />employees, agents or subcontractors. For itself and no other, Sandpointe agrees to hold harmless
<br />Agency, City and their respective officers, directors, agents and employees from and against all
<br />damages to property or injuries to or death of any person or persons, in any way resulting from the
<br />negligent or wrongful acts or omissions of Nexus or Geneva Commons, or their respective
<br />employees, agents or subcontractors. This Agreement shall not be interpreted or construed to
<br />obligate Sandpointe, its officers, directors or agents, or the Neighborhood to defend, indemnify or
<br />to answer in any way for the Agency the City or their respective officers, directors, agents or
<br />employees for such claims.
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<br />B. Prior to the commencement of construction, Nexus or any other party working
<br />within the real property ofthe City or Agency, shall obtain at its sole cost and file with the City and
<br />Agency, and maintain for the period covered by this Agreement, a policy or policies of liability
<br />insurance or a certificate of such insurance, consistent with this Agreement, naming Agency, the
<br />City and Sandpointe, their officers, directors, agents, and employees, as insured or additional
<br />insured, which provides coverage not less than that provided in the form of a comprehensive
<br />general liability insurance policy against liability for any and all claims and suits for damages or
<br />injuries to persons or property resulting from or arising out of operations of Nexus, its officers,
<br />directors, agents, or employees. Said policy or policies of insurance shall provide coverage for both
<br />bodily injury and property damage in not less than One Million Dollars ($1,000,000) combined
<br />single limit, or its equivalent. Said policy or policies shall also contain a provision that no
<br />termination, cancellation, or change of coverage of insured shall be effective until after thirty (30)
<br />days notice thereofhas been given in writing to City and Agency. Nexus shall give to Agency and
<br />City prompt and timely notice of claim made or suit instituted arising out of Nexus operations
<br />hereunder. Nexus may procure and maintain, at its own cost and expense, any additional kinds and
<br />amounts of insurance, which in its own judgment may be necessary for its proper protection in the
<br />prosecution of the work. All insurance policies shall be written by responsible and solvent
<br />insurance companies and shall include an additional insured endorsement in substantially the form
<br />of Exhibit D, attached hereto and incorporated herein by this reference
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<br />9. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS.
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<br />Nexus shall carry out the design, construction, and operation of the Nexus Improvements in
<br />substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations,
<br />orders, and decrees of the United States, the State of Cali fomi a, the County of Orange, the City, or
<br />any other political subdivision in which the Property is located, and of any other political
<br />subdivision, agency, or instrumentality exercising jurisdiction over the City or Nexus, including all
<br />applicable federal, state, and local occupation, safety and health laws, rules, regulations and
<br />standards, applicable state and labor standards, applicable prevailing wage requirements, the City
<br />zoning and development standards, City permits and approvals, building, plumbing, mechanical
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<br />EXHIBIT D
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<br />11 A-36
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