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or otherwise relating to this Agreement or any Party's rights or remedies under this Agreement,
<br />or any Transfer of any of the foregoing, whether in force on the Effective Date or passed,
<br />enacted, or imposed at some later time, subject in all cases, however, to any applicable waiver,
<br />variance, or exemption.
<br />2.1.38 "Legal Costs" of any Person means all reasonable costs and expenses
<br />such Person incurs in any legal proceeding (or other matter for which such Person is entitled to
<br />be reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and
<br />expenses and consultant and expert witness fees.
<br />2.1.39 "Liability Insurance" means general comprehensive public liability
<br />insurance against claims for Personal injury, death or property damage occurring upon, in, or
<br />about the Property, the Project adjoining streets or passageways, providing coverage for a
<br />combined single limit of One Million Dollars ($1,000,000) for any one occurrence. The City
<br />may increase such limit up to once every three (3) years, upon at least one hundred eighty (180)
<br />days' Notice to the Developer, provided that any increased limit: (a) does not exceed the limit
<br />initially set forth herein multiplied by the CPI Adjustment Factor, rounded to the nearest
<br />multiple of One Hundred Thousand Dollars ($100,000).
<br />2.1.40 "Monetary Default' means any failure by either Party to pay or deposit,
<br />when and as this Agreement requires, any amount of money, or evidence of any insurance
<br />coverage, whether to or with a Party or a third -party.
<br />2.1.41 "Non -Monetary Default" means the occurrence of any of the following,
<br />except to the extent constituting a Monetary Default: (i) any failure of a Party to perform any
<br />of its obligations under this Agreement; (ii) a Party's failure to comply with any material
<br />restriction or prohibition in this Agreement; or (iii) any other event or circumstance that, with
<br />passage of time or giving of Notice, or both, or neither, would constitute a Default under this
<br />Agreement.
<br />2.1.42 `Notice" means any consent, demand, designation, election, Notice, or
<br />request relating to this Agreement, including any Notice of Default. All Notices must be in
<br />writing.
<br />2.1.43 "Notice of Default" means any Notice claiming or giving Notice of a
<br />Default or alleged Default.
<br />2.1.44 `Notify" means give a Notice.
<br />2.1.45 "Performance Schedule" means the schedule for the performance of
<br />certain actions by the City or the Developer, pursuant to the terms and conditions of this
<br />Agreement, attached to this Agreement as Exhibit "C".
<br />2.1.46 "Person" means any association, corporation, governmental entity or
<br />City, individual, joint venture, joint-stock company, limited liability company, partnership,
<br />trust, unincorporated organization, or other entity of any kind.
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