2020-090 -Approving a Disposition and Development Agreement

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2.1.77 "Project" means the development of the Mixed Use Project, Parking Structure, and Hotel Project as specifically described in Exhibit "F" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Project. 2.1.78 "Project Completion Date" means September 30, 2024 if the Escrow Closing Date is on or before September 30, 2022. If Developer was granted an extension of the Escrow Closing Date by the City Managerpursuant to Section 2.1.40 then the Project Completion Date shall be September 30, 2025. 2.1.79 "Property Insurance" means insurance providing coverage for the Project and the Property, against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then customarily used for like properties in the County (except earthquake or war risk) from time to time, in an amount equal to one hundred percent (100%) of the Full Replacement Value (without deduction for depreciation) of the Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance, with "ordinance or law" coverage. Such insurance may contain a deductible clause not exceeding Five Thousand Dollars ($5,000) multiplied by the then current CPI Adjustment Factor. To the extent customary for like properties in the County at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located on the Property; coverage for terrorism; coverage against damage or loss by flood, if the Property is located in an area in which flood insurance is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as such laws may be amended, modified or replaced from time to time; an "increased cost of construction" endorsement; and an endorsement covering demolition and cost of debris removal. 2.1.80 "Property Insurance Proceeds" means net proceeds (after reasonable costs of adjustment and collection, including Legal Costs) of Property Insurance, when and as received by the Developer. 2.1.81 "Property Transfer" means any "change in ownership," as defined in Revenue and Taxation Code Sections 60, et seq., of ail or any portion of the Property. 2.1.82 "Public Parking Parcel" means Parcel A as shown in Exhibit K and incorporated herein by this reference as though fully set forth herein. The Public Parking Parcel is owned by the City and located within the Parking Structure and contains 211 public parking spaces. 2.1.83 "RevPAR' means revenue per available room and it is a performance metric used in the hotel industry. It is calculated by dividing a hotel's total room revenue by the total number of available rooms in the period being measured. 2.1.84 "Record," "recorded," "recording" or "recordation" each mean recordation of the referenced document in the official records of the Recorder of the County. 2.1.85 "State" means the State of California. 13 5 53 94.00049\33239203.12