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<br /> Property and refusal to accept a conveyance of fee title to the City Property, describing in
<br /> reasonable detail the actions that the Developer reasonably believes aze necessary to allow the
<br /> Developer to unconditionally accept the condition of the City Property.
<br /> 1.1.41 "Due Dili�ence Investigations" means the Developer's due diligence
<br /> investigations of the City Property to determine the suitability of the City Property for
<br /> development or operation of the Project, including, without limitation, investigations of the
<br /> environmental and geotechnical suitability of the City Property, as deemed appropriate by the
<br /> Developer,all at the sole cost and expense of the Developer.
<br /> 1.1.42 "Due Dili�ence Period" means the one hundred and eighty (180}
<br /> calendar day period commencing on the day immediately following the Effective Date and
<br /> ending at 5:00 p.m. Pacific Time on the one hundred eightieth (180`�) consecutive day thereafter.
<br /> 1.1.43 "Effective Date" means the first date on which all of the following
<br /> have occurred: (i)the City has received two (2) counterpart originals of this Agreement
<br /> executed by the autharized representative(s) of the Developer; (ii)this Agreement has been
<br /> approved by the City Council; {iii}this Agreement has been executed by the authorized
<br /> representative(s) of the City; and (iv) an original of this Agreement, executed by the authorized
<br /> representative(s)of the City,has been delivered by the City to the Developer.
<br /> 1.1.44 "EIR" means the Environmental Impact Report for the Downtown
<br /> Precise Plan prepared and certified by the City by Resolution No. 15086, adopted on January 24,
<br /> 2011, covering the Project, including all findings and deternninations made with respect to the
<br /> EIR and the Project, and all mitigation measures and the monitoring program approved as part of
<br /> the EIR.
<br /> 1.1.45 "Environmental Claims" means any and all claims, demands,
<br /> damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments,
<br /> suits,proceedings, costs, disbursements and expenses, including, without limitation, Legal Costs
<br /> and costs of environmental consultants and other experts, and all foreseeable and unforeseeable
<br /> damages or costs of any kind or of any nature whatsoever d'uectly or indirectly relating to or
<br /> arising from any actual or alleged violation of any Environmental Law caused by Developer's
<br /> Due Diligence Investigations, the Developer's ownership or occupancy of the Site, the
<br /> Developer's construction, installation or operation of the Project or any other actions of or
<br /> ' attributable to the Developer regarding the Site;provided,however, that Developer shall have no
<br /> liability for matters merely discovered by Developer (i.e., latent environmental contamination)
<br /> prior to the Close of Escrow. Environmental Claims shall not include any payment due to
<br /> Developer pursuant to the Environmental Holdback Agreement.
<br /> 1.1.46 "Environmental Law" means any Law regarding any of the following
<br /> at, in,under, above, or upon the Site: (a) air, environmental, ground water, or soil conditions; or
<br /> (b) clean-up, control, disposal, generation, storage, release, transportation, use of, or liability or
<br /> standards of conduct concerning,Hazardous Substances.
<br /> 1.1.47 "Environmental Holdback A�reement" means that agreement
<br /> substantially in the form attached hereto as Exhibit K, and incorporated herein by reference.
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<br /> REV:07-2&13 PT
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