|
City Draft
<br /> 6128/13
<br /> Froperty and refusal to accept a conveyance of fee tide ta the City Property, describing in
<br /> reasonable detaiZ the actions that the Developer reasonably believes are necessary to allow the
<br /> Develaper to unconditionally accept the condition of the City Property.
<br /> 1.1.41 "Due Dili�ence Investi ag tians" means the Developer's due diligence
<br /> investigatians of the City Property to determine the suitability of the City Property for
<br /> deve�opment or operation of the Praject, including, without limitation, investigations of the
<br /> environmental and geotechnical suitability of the City Properry, as deemed appropriate by the
<br /> Developer, all at the sole cost and expense of the Developer,
<br /> 1.�.42 "Due Diligence �eriod" means the one hundred and eighty (180)
<br /> calendar day period commencing on the day immediately foIlowing the Effective Date and
<br /> ending at 5:00 p.m. Pacific Tirne on the one hundred eightieth(180�') consecutive day tk�ereafter.
<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 authorized representative(s) of the Developer; {ii)this Agreernent has been
<br /> approved by the City Council; {iii)this Agreement has been executed by the autharized
<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 "ETR" means the Environmental Impact Report for the Downtown
<br /> Precise Plan prepared and certified by�he City by Resolutian No. 15086, adopted on January 24,
<br /> 2011, covering the Aroject, including all finciings and determinatians 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, disbursernents and expenses, incluc�ing, without limitation, Legal Costs
<br /> and costs of environmental consu�tants and other experts, and a11 foresesable and unforeseeable
<br /> damages or costs of any kind or af any nature whatsoever directly ox ixidirectly 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 ar occupancy of the �ite, the
<br /> Developer's constructian, installation or operation of the Project or any other actions of or
<br /> attributable to the Develaper regarding the Site; provided, however, that Developer shall have no
<br /> liability for matters merely discovered by Developer (i.e., iatent 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 /> 1.1.45 "Environmental Law" means any Law regarding any of the following
<br /> at, in, under, above, or upon the Site: (a) air, environrnental, ground water, or soil conditions; or
<br /> (b} clean-up, control, disposal, generation, storage, xelease, transportation, use of, or liability or
<br /> staridards of conduct concerning, Hazardous Substances.
<br /> 1.1.47 "Environmental Holdback Agreement" means that agreement
<br /> substantially in the form attached hereto as Exhibit K, and incarporated herein by reference.
<br /> 82483.0000917571312.10 6
<br />
|