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7.A. - Page 165 operation and use. The parties anticipate and expect that the parking garage improvements shall be completed prior to the office/retail building and that therefore a partial Certificate of Completion may be issued for the parking garage prior to the issuance of a Certificate of Completion for the entire Project in order that the garage may be used. Following the City's receipt of such a written request from the Developer, the City shall promptly inspect the parking garage or Project, as the case may be, to determine whether or not the parking garage or Project, as applicable, has been Completed in compliance with this Agreement. If the City determines that the parking garage or Proj ect, as the case may be, is Complete (excluding any such outstanding "punch-list" items) and in compliance with this Agreement, the City shall issue a partial Certificate of Completion with respect to the parking garage or a Certificate of Completion for the Proj ect, as applicable, to the Developer. If the Developer has obtained a partial Certificate of Completion with respect to the parking garage and then later requests that the City issue a Certificate of Completion with respect to the entire Project, the City shall not be permitted to reconsider whether the parking garage is Complete. If the City determines that the parking garage or the Project, as the case may be, is not complete or not in compliance with this Agreement, the City shall send written Notice of each non- conformity to the Developer, within fifteen (15) calendar days following the City's receipt of the Developer's written request for a Certificate of Completion (or partial Certificate of Completion) or within three (3) calendar days after the next regular meeting of the City governing body, whichever date occurs later, provide the Developer with a written statement setting forth the reasons for the City's failure or refusal to issue a Certificate of Completion (or partial Certificate of Completion). The statement shall also contain the City's opinion of the action(s) the Developer must take to obtain a Certificate of Completion (or partial Certificate of Completion) from the City. If the reason for the Developer's failure to complete the Project is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building "punch-list" items, at Developer's request, the City shall issue a Certificate of Completion upon the posting by the Developer of a(i) bond, (ii) irrevocable standby letter of credit by the Developer, or (iii) corporation guaranty by Kilroy Realty L.P., in form and substance reasonably acceptable to the City, in an amount representing the fair value of the work on the Project remaining to be completed, as reasonably determined by the City. If the City fails to provide such written statement, within the specified time period, the Developer shall be deemed, conclusively and without further action of the City, to have satisfied the requirements of this Agreement with respect to the construction and installation of the Proj ect, as if a Certificate of Completion had been issued by the City pursuant to this Agreement, and the same shall irrevocably be deemed to have been issued as of such date for all purposes of this Agreement. In such an event, at Developer's written request, City shall execute a Certificate of Completion in the form attached hereto as Exhibit G which shall state that Developer has satisfied the requirements of this Agreement with respect to the construction and installation of the Proj ect. 4.13.2 Effect. A Certificate of Completion shall constitute evidence of the City's conclusive determination of satisfactory Completion of the construction and installation of the parking garage or the Project, as the case may be, in accordance with the terms of this Agreement. A Certificate of Completion shall not constitute a Notice of Completion under Section 8182 or 9204 of the California Civil Code, nor shall it act to terminate the continuing reservations, covenants, restrictions or conditions contained in the City Deed or any other 82483.00009\7571312.11 37 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT