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constitute evidence of compliance with or satisfaction of any obligation of Developer to any
<br />holder of a deed of trust or mortgage securing money loaned to finance the Project or any part
<br />thereof and shall not be deemed a notice of completion under the California Civil Code, nor shall
<br />such Certificate provide evidence that Developer has satisfied any obligation that survives the
<br />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. Developer and its contractors, subcontractors
<br />and agents shall pay prevailing wages for all construction work related to the Project, and shall
<br />comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant
<br />thereto (and if applicable due to financing sources used for the Project, the federal Davis Bacon
<br />Act and implementing regulations) (all of the foregoing, collectively, "Prevailing Wage Laws"),
<br />and shall be responsible for carrying out the requirements of such provisions. If applicable,
<br />Developer shall submit to City a plan for monitoring payment of prevailing wages and at
<br />Developer's expense shall implement such plan and comply with all applicable reporting and
<br />recordkeeping requirements.
<br />Developer shall indemnify, defend (with counsel approved by City) and hold the City and
<br />its elected and appointed officers, officials, employees, agents, consultants, and contractors (all
<br />of the foregoing, collectively, the "Indemnitees") harmless from and against all liability, loss,
<br />cost, expense (including without limitation attorneys' fees and costs of litigation), claim,
<br />demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and
<br />damage (all of the foregoing collectively "Claims") which directly or indirectly, in whole or in
<br />part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by,
<br />arise in connection with, or relate to, the payment or requirement of payment of prevailing wages
<br />(including without limitation, all claims that may be made by contractors, subcontractors or other
<br />third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of
<br />competitive bidding in connection with the Project, the failure to comply with any state or
<br />federal labor laws, regulations or standards in connection with this Agreement, including but not
<br />limited to the Prevailing Wage Laws, or any act or omission of Developer related to this
<br />Agreement with respect to the payment or requirement of payment of prevailing wages or the
<br />requirement of competitive bidding, whether or not any insurance policies shall have been
<br />determined to be applicable to any such Claims. It is further agreed that City does not and shall
<br />not waive any rights against Developer which it may have by reason of this indemnity and hold
<br />harmless agreement because of the acceptance by City, or Developer's deposit with City of any
<br />of the insurance policies described in this Agreement. The provisions of this Section 5.14 shall
<br />survive the expiration or earlier termination of this Agreement and the issuance of a Certificate
<br />of Completion for the Project. Developer's indemnification obligations set forth in this Section
<br />shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of
<br />the Indemnitees.
<br />OAK #4845-1087-0362 v5
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