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2.1.33 "Due Diligence Investigations" means the Developer's due diligence
<br />investigations of the Property to determine the suitability of the Property for development or
<br />operation of the Project, including, without limitation, investigations of the environmental and
<br />geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the
<br />Developer, all at the sole cost and expense of the Developer.
<br />2.1.34 "Due Diligence Period" means the one hundred and eighty (180) calendar
<br />day period commencing on the day immediately following the Effective Date and ending at 5:00
<br />p.m. Pacific Time on the one hundred eightieth (180th) consecutive day thereafter.
<br />2.1.35 "Effective Date" means the first date on which all of the following have
<br />occurred: (i) the City has received two (2) counterpart originals of this Agreement executed by
<br />the authorized representative(s) of the Developer; (ii) the City has received a certified copy of the
<br />Developer Official Action executed by the authorized representative(s) of the Developer; (iii) this
<br />Agreement has been approved by the City Council; (iv) this Agreement has been executed by the
<br />authorized representative(s) of the City; (v) an original of this Agreement executed by the
<br />authorized representative(s) of the City has been delivered by the City to the Developer.
<br />2.1.36 "Environmental Claims" means any and all claims, demands, damages,
<br />losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits,
<br />proceedings, costs, disbursements and expenses, including, without limitation, Legal Costs and
<br />costs of environmental consultants and other experts, and all foreseeable and unforeseeable
<br />damages or costs of any kind or of any nature whatsoever directly or indirectly relating to or arising
<br />from any actual or alleged violation of any Environmental Law occurring during or arising from
<br />the Developer's Due Diligence Investigations, the Developer's ownership or occupancy of the
<br />Property, the Developer's construction, installation or operation of the Project or any other actions
<br />of or attributable to the Developer regarding the Property.
<br />2.1.37 `Environmental Law" means any Law regarding any of the following at, in,
<br />under, above, or upon the Property: (a) air, environmental, ground water, or soil conditions; or (b)
<br />clean-up, control, disposal, generation, storage, release, transportation, use of, or liability or
<br />standards of conduct concerning, Hazardous Substances.
<br />2.1.38 "Escrow" means an escrow, as defined in Civil Code Section 1057 and
<br />Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the
<br />conveyance of Property from the City to the Developer, pursuant to this Agreement.
<br />2.1.39 "Escrow Agent" means Fidelity National Title Company or such other
<br />Person mutually agreed upon in writing by the City and the Developer.
<br />2.1.40 "Escrow Closing Date" means the earlier of: (i) on or before the fifth (5th)
<br />business day following the Escrow Agent's receipt of written confirmation from both the City and
<br />the Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow or
<br />(ii) September 30, 2022. If Developer is unable to meet the conditions precedent to the Close of
<br />Escrow within this time period, Developer shall have the right to request an extension of the
<br />Escrow Closing Date to September 30, 2023, which extension may be granted or withheld in the
<br />City Manager's reasonable discretion
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<br />553 94.00049\3 323 9203.12
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