LATINO HEALTH ACCESS & COMMUNITY REDEVELOPMENT 3

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and Agency with proof of additional insurance coverage in an amount to be set by the City Attorney and Agency General Counsel. (f) Latino Health Access shall not permit any mechanics', materialmen's or other liens of any kind or nature ("Liens") to be filed or enforced against the Property in connection with this Agreement. Latino Health Access shall indemnify, defend and hold harmless City and Agency from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees, arising from any Liens. City and Agency reserve the right, at their sole cost and expense, at any time and from time to time, to post and maintain on the Property, or any portion thereof, or on the improvements on the Property, any notices of non -responsibility or other notice as may be desirable to protect City or Agency against liability. In addition to, and not as a limitation of City's or Agency's other rights and remedies under this Agreement, should Latino Health Access fail, within ten (10) days of written request from City or Agency, either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold harmless City or Agency from and against any loss, damage, injury, liability or claim arising out of a Lien, then City or Agency, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to City or Agency, as applicable, by Latino Health Access upon written demand. (g) Latino Health Access shall not have any interest in the Property or be entitled to any reimbursement or repayment for any work performed upon the Property pursuant to this Agreement. (h) Latino Health Access shall take all necessary precautions to prevent the import and/or release into the environment of any hazardous materials which are imported to, in, on or under the Property during this right of entry. If hazardous materials are imported onto the Property as a result of the surveying and geotechnical soil testing, Latino Health Access shall be solely responsible for removing such imported hazardous materials in conformance with all governmental requirements. Latino Health Access shall report to the City and Agency, as soon as possible after each incident, any unusual or potentially important incidents with respect to the environmental condition of the Property. (i) No discretionary permits or any other entitlements are being considered or granted as part of this Agreement. This Agreement shall not obligate either the City, the Agency or Latino Health Access to enter into a lease or purchase and sale agreement. By execution of this Agreement, neither the City nor the Agency is committing or agreeing to undertake acquisition or disposition of any property. Execution of this Agreement by the City and Agency reserves for subsequent City Council and Agency Board or Directors action all future proceedings and decisions in connection therewith. Any further agreement resulting from negotiations pursuant to this Agreement shall become effective only if and after such agreement has been negotiated, considered and approved by the City Council and/or Agency Board of Directors, subject to the exercise of their sound discretion and following compliance with all legally required procedures, including but not limited to the Agency's compliance with Health & Safety Code § 33433. 6) The parties hereto expressly agree and acknowledge that this Agreement is not intended to create any agreement or obligation by any party to negotiate a definitive lease or purchase and sale agreement regarding the Property, and imposes no duty whatsoever on any