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the extent arising from the gross negligence or willful misconduct of the Indemnitees, and are
<br /> subject to the additional terms set forth in Section 11.2 below.
<br /> 5.12 Certificate of Completion for Project. Promptly after completion of construction
<br /> of the Project, City's issuance of a final Certificate of Occupancy or equivalent for the Project,
<br /> and the written request of Developer,the City will provide a certificate substantially in the form
<br /> attached hereto as Exhibit F ("Certificate of Completion")provided that at the time such
<br /> certificate is requested all applicable work has been completed. The Certificate of Completion
<br /> shall be conclusive evidence that Developer has satisfied its obligations regarding the
<br /> construction of the Project and development of the Property. At Developer's option the
<br /> Certificate of Completion shall be recorded in the Official Records. The Certificate of
<br /> Completion shall not constitute evidence of compliance with or satisfaction of any obligation of
<br /> Developer to any holder of a deed of trust or mortgage securing money loaned to finance the
<br /> Project or any part thereof and shall not be deemed a notice of completion under the California
<br /> Civil Code, nor shall such Certificate provide evidence that Developer has satisfied any
<br /> obligation that survives the expiration of this Agreement.
<br /> 5.13 Equal Opportunity. There shall be no discrimination on the basis of race, color,
<br /> religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring,
<br /> firing,promoting or demoting of any person engaged in construction work on the Property, and
<br /> Developer shall direct its contractors and subcontractors to refrain from discrimination on such
<br /> basis.
<br /> 5.14 Prevailing Wage Requirements. If required by applicable federal and state law,
<br /> Developer and its contractors, subcontractors and agents shall comply with California Labor
<br /> Code Section 1720 et seq. and the regulations adopted pursuant thereto (and if applicable the
<br /> federal Davis Bacon Act and implementing regulations)(all of the foregoing, "Prevailing Wage
<br /> Laws"), and shall be responsible for carrying out the requirements of such provisions. If
<br /> applicable, Developer shall submit to City a plan for monitoring payment of prevailing wages
<br /> and at Developer's expense shall implement such plan and comply with all applicable reporting
<br /> and recordkeeping requirements.
<br /> To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel
<br /> approved by City) and hold the City and its elected and appointed officers, officials, employees,
<br /> agents, consultants, and contractors(all of the foregoing, collectively,the "Indemnitees")
<br /> harmless from and against all liability, loss, cost, expense (including without limitation
<br /> attorneys' fees and costs of litigation), claim, demand, action, suit,judicial or administrative
<br /> proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively
<br /> "Claims") which directly or indirectly, in whole or in part, are caused by, arise in connection
<br /> with, result from, relate to, or are alleged to be caused by, arise in connection with,or relate to,
<br /> the payment or requirement of payment of prevailing wages(including without limitation, all
<br /> claims that may be made by contractors, subcontractors or other third party claimants pursuant to
<br /> Labor Code Sections 1726 and 1781)or the requirement of competitive bidding in connection
<br /> with the Project,the failure to comply with any state or federal labor laws, regulations or
<br /> standards in connection with this Agreement, including but not limited to the Prevailing Wage
<br /> Laws, or any act or omission of Developer related to this Agreement with respect to the payment
<br /> or requirement of payment of prevailing wages or the requirement of competitive bidding,
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