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Wherefore, in consideration of their mutual and respective promises and subject to the terms and
<br />conditions hereinafter set forth, the parties hereto do hereby agree as follows:
<br />1. DEFINITIONS
<br />For purposes of this Agreement, the following meanings shall apply:
<br />A. "Premises" shall initially mean Parking Garages A, B, C, and D, along with
<br />Surface Parking Lot #1, used interchangeably with the term "Parking Facilities"
<br />(see Exhibit A, attached hereto and incorporated herein). Additional Premises
<br />may be added by the City during the term hereof.
<br />B. "City" shall mean the City of Santa Ana, California, a charter city and municipal
<br />corporation.
<br />C. "Contract Administrator" shall mean the City Manager or his/her designee; the
<br />person on City staff that is appointed to be the contact person with regard to this
<br />Agreement.
<br />D. "Fiscal Year" shall mean January 1 through December 31.
<br />E. "Gross Revenue" shall mean the total amount of all parking receipts, admission,
<br />rentals, and other fees of any nature or kind charge, received, or collected by
<br />Operator in the course of operating the Premises, whether such monies are
<br />received at the Premises or elsewhere.
<br />F. "Hazardous Materials" shall mean any and all (a) substances, products, by-
<br />products, waste, or other materials of any nature or kind whatsoever which is or
<br />becomes listed, regulated or addressed under an Environmental Law, and (b) any
<br />materials, substances, products, by-products, waste, or other materials of any
<br />nature or kind whatsoever whose presence in and of itself or in combination with
<br />other materials, substances, products, by-products, or waste may give rise to
<br />liability under any Environmental Law or any statutory or common law theory
<br />based on negligence, trespass, intentional tort, nuisance, strict or absolute liability
<br />or under any reported decisions of any state or federal court; and (c) any
<br />substance, product, by-product, waste, or any other material which may be
<br />hazardous or harmful to the air, water, soil, environment or affect industrial
<br />hygiene, occupational, health, safety and/or general welfare conditions, including
<br />without limitation, petroleum and/or asbestos materials, products, by-products or
<br />waste.
<br />G. "Management Fee" shall mean the fee that the City pays the Operator for
<br />performing those obligations set forth in the Agreement. The fee is proposed as
<br />an annual maximum fixed amount and is paid on a monthly prorated basis.
<br />H. "Parking Manager" shall mean the person that the Operator selects and appoints
<br />whose responsibility shall be overseeing the operation of the Parking Facilities, as
<br />further discussed in Sections 12 and 13 hereof.
<br />25D-6
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