Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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1.7 Claims means any and all obligations, debts, covenants, conditions, representations, costs, and liabilities and any and all demands, causes of action, and claims, of every type, kind, nature or character, direct or indirect, known or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise, including attorneys' fees and litigation and court costs. 1.8 Common Area Construction Costs means the costs of designing and constructing the Common Area Improvements. 1.9 Common Area Construction Cost Allocation means the allocation of Common Area Construction Costs between the City and YMCA -SV as set forth in Exhibit "C" to this Agreement and incorporated herein by reference. 1.10 Common Area Improvements means those improvements shown on the Conceptual Site Plan, as may be amended by the Final Approved Plans for the Project, including the East Parking Lot, West Parking Lot, Drop-off Area, and Promenade. 1.11 Common Area Maintenance and Operating Agreements means the Agreements between the City and YMCA -SV described in Section 5 ("Ground Lease of the YMCA Site") of this Agreement. 1.12 Common Area Maintenance Costs means those costs to maintain the Common Area Improvements, which shall be shared between the City and YMCA -SV as set forth in this Agreement and the Ground Lease. 1.13 Due Diligence means all due diligence required by YMCA -SV with respect to the YMCA Site as necessary in connection with potential development thereof as, and operation, financing and other activities with respect to, the New YMCA including but not limited to, environmental condition and compliances, soils and other physical condition, entitlement status and similar matters. 1.14 East Parking Lot has the meaning ascribed to it in the Recitals and as shown on the Conceptual Site Plan, Exhibit B, as may be modified by the Final Approved Plans for the Project. 1.15 Environmental Law means any federal, state or local law, statute, or density regulation pertaining to health, industrial hygiene or environmental conditions, including but not limited to those regulating or involving Hazardous Substances. 1.16 Existing VMSC shall have the meaning as set forth in the Recitals of this Agreement. 1.17 Final Approved Plans means the final building plans approved by the City for each component of the Project. 1.18 Final EIR means the Final Environmental Impact Report prepared on the Project in accordance with the requirements of the California Environmental Quality Act (Pub. Res. Code §21000 et seq. and certified by Resolution No. 15813 on December 16, 2019 by the City Council of the City. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 3 of 108