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7.A. - Page 131 amendment, subsequent or supplemental document) required by any Government Agency to issue any discretionary Approval required for the Project. 1.1.9 "Certificate of Completion" means the written certification of the City that the Project is complete and in compliance with the terms and conditions of this Agreement, in substantially the form of Exhibit G to this Agreement. 1.1.10 "Citv Deed" means the deed in substantially the form of Exhibit E to this Agreement, conveying all of the City's interest in the City Property to the Developer. 1.1.11 "Citv Event of Default" shall have the meaning set forth in Section 7.3.1 of this Agreement. 1.1.12 "Citv Mana�er" means the City Manager of the City or his or her designee or successor in function. 1.1.13 "Citv Parties" means, collectively, the City, its governing body, elected officials, employees, agents and attorneys. 1.1.14 "Citv Party" means, individually, the City, its governing body, elected officials, employees, agents or attorneys. 1.1.15 "Citv's Project Mana�er" means the City staff person assigned by the City to oversee and manage the Proj ect. 1.1.16 "Citv's Title Notice Response" means the written response of the City to the Developer's Title Notice, in which the City elects to either. (i) cause the removal from the Preliminary Report of any matter disapproved in the Developer's Title Notice, (ii) otherwise satisfy the Developer regarding any matter disapproved or conditionally approved in the Developer's Title Notice, or (iii) not to take any action described in either (i) or (ii). 1.1.17 "Claims" means any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract or under statute, at law, in equity or otherwise), charges, awards, assessments, fines or penalties of any kind (including consultant and expert fees and expenses, Legal Costs of counsel retained by the City Parties, expert fees, costs of staff time and investigation costs of whatever kind or nature), and judgments, including but not limited to, claims for. (i) injury to any Person (including death at any time resulting from that injury); (ii) loss of, injury or damage to, or destruction of property (including all loss of use resulting from that loss, injury, damage, or destruction) regardless of where located, including the property of the City Parties; (iii) any workers' compensation claim or determination; (iv) any Prevailing Wage Action; or (v) any Environmental Claim. Claims shall not include any payment due or disbursement made to Developer pursuant to the Environmental Holdback Agreement, the form of which is attached hereto as Exhibit K. 1.1.18 "Close of Escrow" means the recording of the City Deed in the official records of the County and completion of each of the actions set forth in Section 3.7 by the Escrow Agent for the conveyance of the City Property from the City to the Developer. 82483.00009\7571312.11 3 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT