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City Draft
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<br /> amendment, subsequent or supplemental document) required by any Government Agency to
<br /> issue any discretionary Appraval raquired for the Project.
<br /> 1.1.9 "Certi�cate of Com lp ehOn" means t�e written certifcation of the City
<br /> that the Project is complete and in compliance with the terms and conditions of this Agreement,
<br /> in substantially the form of Exhibit G to this Agreement.
<br /> 1.1.10 "Cit.�" means the deed in snbstantially tl�e forrn of Exhibit E to
<br /> this Agreement, conveying all of the City's interest in the City Property to the De�eloper.
<br /> 1.1.11 "City Event of Default" shall have the meaning set farth in Section
<br /> 73.1 of this Agreement.
<br /> 1.1.12 "City Mana�" means the City Manager of the City or his or her
<br /> designee or successor in function.
<br /> 1.1.13 "Cit�� Pa.rties" means, collectively, the City, its goveming body,
<br /> elected officials, employees, agents and attorneys.
<br /> 1.1.14 "Citv PartX" means, inc�ividually, the City, its governing body, elected
<br /> officials, employees, agents or attomeys.
<br /> 1.1.15 "Ci , 't�ject Manager" means the City staff person assigned by the
<br /> City to oversee and manage the Project.
<br /> 1.1.16 "City's__Title Natice Res�anse" means the written response of the City
<br /> to the De�eloper's Title Notice, in w�ich the City elects to either: (i) cauae the removal from the
<br /> Preliminary Report of any matter disapproved in the DeveYoper's Title Notice, {ii) otherwise
<br /> satisfy the Developer regarding any matter disapproved or conditionally approved in the
<br /> Developer's Title Notice, or(iii)not to take any action described in either{i) or(ii).
<br /> 1.1.17 "Clairns" means any and all claims, losses, costs, damages, expenses,
<br /> liabilities, liens, actions, causes of action (whether in tort, contract or under statute, at law, in
<br /> equity or otherwise), charges, awards, assessments, fines or penalties of any kind (including
<br /> consultant and expert fees and expenses, Lega1 Costs of counsel retained by the City Parties,
<br /> expert fees, costs of staff fime and investigation costs of whatever kind or nature), and
<br /> judgments, including, but not lixzaited to, c�aims for: (i) injury to any Person (including death at
<br /> any time resulting from that injury}; (ii) loss of, injury or damage to, or destruction of property
<br /> (including all loss of use resulting from that loss, injury, damage, or destruction) regardless af
<br /> where located, including the properry of the City Parties; (iii) any workers' compensation claim
<br /> ar determination; {iv) any Prevailing Wage Action; ar (v) any Enviranmental Claim. Claims
<br /> shall not include any payrnent due ar disbursexn.ent made to Developer pursuant to the
<br /> EnvironnientaI HoZdback Agreement, t�e form of which is attached hereto as Exhibit K.
<br /> 1.1.18 "Close of Escrow"means the recording of the City Deed in the offfcial
<br /> records of the County and completian of each of the actions set forth in Section 3.7 by the
<br /> Escrow Agent for the conveyance of the City Property from the City to the Developer.
<br /> 82483.0000917571312.1Q 3
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