GREENBOOK: the 2012 edition of the Standard Specifi cations for Public Works Construction.
GROUND LEASE: defined in Recital E.
GROUND LEASE
PROPERTY:
defined in Recital E.
GROUND LEASE TERM: means the Term (as defined in th e Ground Lease).
GUARANTEED
MAXIMUM PRICE:
The Guaranteed Maximum Price under the General Contract. 17 4845-4814-1790v29/024036-0079
HAZARDOUS
MATERIAL:
any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, including, without limitati on, asbestos and oil and petroleum products, which is a “Hazardous Mater ial” or “Hazardous Substance” within the meaning of any app licable Law (including, but not limited to, hazardous substance s as defined by Cal.
Health & Safety Code § 25316 and anything that may result in contamination or pollution as defined by Cal. Water Code § 13050), and at any concentration that is subject to regulat ion under any Law relating to such Hazardous Material or Hazardous Su bstance.
Notwithstanding any exclusion from the definition o f hazardous substance or hazardous material in any applicable L aw, Hazardous Material as defined herein includes any hydrocarbon s, petroleum, petroleum products or waste and any other chemical, substance or waste, that is regulated by, or may form the basis of liability under, any Environmental Laws.
HAZARDOUS
MATERIALS ACTIVITY:
generation, bringing, use, storage, emission, release, or disposal of any Hazardous Material, or products or materials which include any hazardous substance as a component by any Developer Party.
HOLIDAY: the City-observed holidays listed below (i f any holiday listed falls on a Saturday, then the Saturday and the preceding Frida y are both legal holidays. If the holiday should fall on a Sunday, then the Sunday and the following Monday are both legal holidays):
Holiday Observed On
New Year’s Day January 1
Martin Luther King, Jr. Day Third Monday in January
Caesar Chavez Day March 31
Independence Day July 4
Labor Day First Monday in September
Veteran’s Day November 11
Thanksgiving Day Fourth Thursday in November
Thanksgiving Day Friday Friday after Thanksgiving
Christmas Day December 25
HOTEL MANAGEMENT
AGREEMENT:
management agreement for the Resort Hotel the Convention Center and the Parking Improvements between Developer and the Hotel Operator.
HOTEL OPERATOR: Marriott or its successor in accord ance with the Sublease and the Ground Lease.
ILLEGAL DISCHARGE: defined in Section 14.4.
IMPROVEMENTS: those buildings, structures and other improvements (including vaults, utilities and other underground improvements) now or hereafter located on, in, over or under the Site.
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INDENTURE FUNDS: defined in Section 21.7.
INITIAL ADVANCE: defined in the Authority Indenture .
INITIAL DEVELOPMENT
FEE PAYMENT:
an amount equal to twenty percent (20%) of the Tota l Convention Center Development Fee based on all anticipated Con vention Center Costs as set forth in the Convention Center Budget.
INITIAL FORCE
MAJEURE NOTICE:
defined in Section 5.5(e).
INITIAL PROJECT
IMPROVEMENTS:
the Improvements that are located on the Site and a re initially developed by Developer and described by the Convention Center Plans referred to in Exhibit F to the Agreement.
INSURANCE AND
CONDEMNATION
PROCEEDS FUND:
defined in the Authority Indenture.
LAWS: all of the following to the extent (i) applic able to the Project Site, the Phase 1A Infrastructure Improvements, the Convention Center, or any activity under the Agreement, (ii) binding and enfo rceable and (iii) promulgated, adopted, approved or enacted by a Governmental Authority: present and future state of California, federal and local laws, orders, ordinances, regulations, statutes, requirem ents, codes and executive orders, including, without limitation, th e ADA, and any law of like import, and all rules, regulations and gove rnment orders with respect thereto, including without limitation any o f the foregoing relating to Hazardous Materials, environmental matters (including, but not limited to, Comprehensive Environmental Respons e,
Compensation and Liability Act (“CERCLA”), the Reso urce Conservation and Recovery Act (“RCRA”), the Clean A ir Act, the Clean Water Act, Oil Pollution Act, the Toxic Subst ances Control Act and comparable and supplemental California laws), t he California Coastal Act, CEQA, the Public Trust Doctrine, public health and safety matters and landmarks protection, as any of the same now exist or may hereafter be adopted or amended. Said Laws shall include, but are not limited to, the Laws enacted by the San Diego Unified Port District Act, such as Article 10 of the San Diego Unified Port Di strict Code; the PMP; the policies of the BPC; the Chula Vista Municipal Code and any applicable ordinances of the City, including the bu ilding code thereof, and any permits and approvals by any Governmental Authority and the Port District, including, without limitation, any C alifornia Coastal Development Permit, applicable to the Project Site and Sweetwater Park or the use or development thereof.
LEASE PAYMENTS: the lease payments paid by the City pursuant to the terms of the Facility Lease.
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LEASE YEAR: defined in the Sublease.
LOAN: the loan made by the Authority to the Financi ng District pursuant to the terms of the Loan Agreement.
LOAN AGREEMENT: the Loan Agreement dated as of ____ ___ 1, 2022 made and entered into by the Financing District and the Authority, as ame nded from time to time.
MARRIOTT: Marriott Hotel Services, Inc. and any of its Affiliates.
MATERIAL
EXACERBATION:
any material increase in the cost or amount of investigation, removal or remediation action required.
MAXIMUM
CONVENTION CENTER
AMOUNT:
the sum of the Project Public Investment Amount plu s the amount of Advance Rent paid or deemed to be paid, plus all in terest due to Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) of the Agreement.
MEET & CONFER
PERIOD:
defined in Section 5.5(e).
MINIMUM ENERGY
EFFICIENCY DESIGN
STANDARD:
the requirement that each building operate at an en ergy consumption level equal to or better than the more stringent of the following two standards: (i) fifteen percent (15%) less than the amount of energy that each building would otherwise be permitted to consu me under 2010 Title 24; or (ii) the minimum energy efficiency per formance standard adopted by the City at the time a building permit a pplication is submitted for each building.
MMJV: Mortenson/McCarthy Chula Vista Resort, A Join t Venture comprised of M.A. Mortenson Company and McCarthy Building Companies, Inc.
MUNICIPAL BREACH: a breach by Authority, City, Fina ncing District, or Port District under the Agreement (except for a breach of the Port Dist rict’s obligations that are set forth in Section 2.3, which is governe d by Section 21.3), a breach by City under the Sublease, a breach by the City or the Authority under the Facility Lease, a breach by Port District or the Authority under the Site Lease, or a breach by Port District under the Ground Lease.
NEGOTIATION
DEADLINE:
defined in Section 26.12.4.
NEW AGREEMENT: defined in Section 3(b)(iv) of Annex 1 of that certain Mortgagee Protection Agreement And Estoppel Certificate (Pro ject Implementation Agreement) by and among the City, th e Financing District, the Port District, and the Administrative Agent, dated as of ______, 2022, relating to the Agreement.
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NEW LEASE PERIOD: defined in Section 9.3(b)(iv) of the Sublease.
NET PROCEEDS: defined in the Authority Indenture.
NON-PROJECT COSTS: as to the Project Costs, the fol lowing costs that shall not be eligible for payment as part of the Project Costs under this Agreement: (i) salaries and other compensation of the Developer’s personnel ; (ii) bonuses, profit sharing, incentive compensation, and any oth er discretionary payments, paid to General Contractor or any Subcont ractor or vendor, unless the Authority has provided prior approval; ( iii) overhead and general expenses; (iv) Developer’s cost of capital, including interest on the Developer’s capital employed for the Project (provided, that for the avoidance of doubt, this clause (iv) shall not restrict payment of interest to the Developer at the Specified Default Rate as and when required by the Agreement); (v) costs due to the gross negligen ce of, or willful misconduct by, the Developer, its General Contracto r or Subcontractors, or any of their respective subcontr actors, material suppliers, equipment providers, employees, or agents and (vi) any costs incurred by Developer, the General Contractor, Subcontractors or their respective agents to remedy Defective Work, unless the Contract Documents require the Developer to reimburse for su ch costs (except to the extent such costs have been recovered from a n alternate source (e.g. insurance or bond)).
NOTICE OF
COMPLETION:
the standard document recorded by the City upon com pletion of a public works project in accordance with standard an d customary practices of the City as adopted by the Authority.
OFAC: defined in Section 20.3.
ORIGINAL MEMBER: defined in Section 22.1.
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ORIGINAL OUTSIDE
CONSTRUCTION
COMPLETION DATE:
the latest of (a) forty-eight (48) months after the Outside Construction Commencement Date, as such date may be extended by one day for each day that (x) a Force Majeure Event delays (i) Completion of the Project pursuant to the terms of the Agreement or ( ii) the Sufficient Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Develope r exercises a Sweetwater Park Option) or (y) a Municipal Breach delays Completion of the Project pursuant to the terms of the Agreement, (b) the Sufficient Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Developer does not exercise a Sweetwater Park Option) only if Developer has alr eady Completed the Resort Hotel, the Convention Center, the Parkin g Improvements and Developer’s Phase 1A Infrastructure Improvement s, or (c) the Resort Hotel and Parking Improvements Outside Const ruction Completion Date (as defined in the Ground Lease) as such date may be extended by one day for each day that a Force Majeu re Event [or Municipal Breach]2 (as defined in the Ground Lease) delays Completion (as defined in the Ground Lease) of the Resort Hotel and/or the Parking Improvements.
OTHER GROUND
LEASES:
defined in Section 5.1.2.
OUTSIDE
CONSTRUCTION
COMMENCEMENT
DATE:
ten (10) days after the Commencement Date.
OUTSIDE
CONSTRUCTION
COMPLETION DATE:
the latest of (a) forty-eight (48) months after the Outside Construction Commencement Date, as such date may be extended by one day for each day that (x) a Force Majeure Event delays (i) Completion of the Project pursuant to the terms of the Agreement or ( ii) the Sufficient Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Develope r exercises a Sweetwater Park Option) or (y) a Municipal Breach delays Completion of the Project pursuant to the terms of the Agreement, (b) the Sufficient Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Developer does not exercise a Sweetwater Park Option) only if Developer has alr eady Completed the Resort Hotel, the Convention Center, the Parkin g Improvements and Developer’s Phase 1A Infrastructure Improvement s, (c) if a Foreclosure Purchaser acquires the subleasehold int erest under Section 9.3 of the Sublease, the New Convention Cen ter Outside Construction Completion Date (as such date is defined in the Sublease), if any, as such date may be extended by one day for each day that a Force Majeure Event [or Municipal Breach ]3 (each as defined in the
2 Not agreed to by Elizabeth.
3 Not agreed to by Elizabeth.
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Sublease) delays Completion (as defined in the Sublease) of the Project, (d) the Resort Hotel and Parking Improvements Outsi de Construction Completion Date (as defined in the Ground Lease), if any, as such date may be extended by one day for each day that a Forc e Majeure Event [or Municipal Breach]4 (each as defined in the Grou nd Lease) delays Completion (as defined in the Ground Lease) of the Resort Hotel and/or the Parking Improvements, or (e) if a Foreclosure P urchaser acquires the leasehold interest under Section 10.3.2 of the Ground Lease, the New Outside Completion Date (as defined in the Ground Lease), if any, as such date may be extended by one day for each da y that a Force Majeure Event [or Municipal Breach]5 (each as defined in the Ground Lease) delays Completion (as defined in the Ground Lease) of the Resort Hotel and/or the Parking Improvements.
PARKING
IMPROVEMENTS:
defined in Section 1.3 of the Ground Lease.
PARTY; PARTIES: defined in the preamble to the Agre ement.
PAYMENT AND
PERFORMANCE BOND
REIMBURSEMENT
AMOUNT:
the lesser of (a) the actual incurred by the Develo per in procuring any payment bond(s) and any performance bond(s) with re spect to the Convention Center pursuant to Section 13.1 of the A greement and (b) One Million Dollars ($1,000,000).
PAYMENT DATE: The Payment Date shall be ten (10) Bu siness Days following the date on which Developer submits a Developer’s Phase 1A Payment Request or a Construction Costs Payment Request to the Auth ority; provided, that if the Executive Director requests additional documentation in accordance with Section 9.1.2.4 or 9.2.2 of the Agr eement, as applicable, within ten (10) Business Days after Developer submits such Payment Request, then the Payment Date shall be the later of (a) fifteen(15) Business Days following the date th e applicable Payment Request was delivered to the Authority or ( b) ten (10) Business Days following the date the Developer subm itted such additional documentation.
PERMITTED
ENCUMBRANCE:
defined in Section 9.2 of the Sublease.
PERMITTED FINANCING
ENCUMBRANCE:
defined in Section 10.2 of the Ground Lease.
4 Not agreed to by Elizabeth.
5 Not agreed to by Elizabeth.
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PERMITTED
MEZZANINE LENDER:
(a) any Person that is approved by Port District (i ncluding pursuant to Section 10.1.3) and that is a party to a security a greement, pledge agreement or similar instrument or agreement that creates any security interest in the Mezzanine Interests securing Develo per’s payment and performance in connection with any Financing Transa ction and (b) from and after the date that is the later of (i) the date when the Resort Hotel is Complete and (ii) the date when the Parking Improvements are Complete, any Person that holds an interest in a loan that is secured by any security interest in the Mezzanine Interests in circumstances where a permitted syndication has occurred and such secur ity interest is held by, and the administration of such loan is done by, an agent that is approved by Port District.
PERMITTED MORTGAGE
LENDER:
defined in Section 9.2 of the Sublease.
PERMITTED LENDER: defined in Section 9.2 of the Sub lease.
PERMITTED USE: defined in Section 6.1(a) of the Sub lease.
PERSON/PERSONS: any individual, partnership, firm, joint venture, association, corporation, limited liability company, government agency or any other form of business entity.
PHASE 1A
INFRASTRUCTURE
IMPROVEMENTS:
(a) the Developer’s Phase 1A Infrastructure Improve ments and (b) the Remaining Phase 1A Infrastructure Improvements.
PHASE 1A
INFRASTRUCTURE
IMPROVEMENTS
SUBACCOUNT:
the Phase 1A Infrastructure Improvements Subaccount established within the 2022B Construction Account and maintained by the Trustee pursuant to the Authority Indenture.
PLAN SUBMISSION
DATE:
[ ]
PLANNED COMPLETION
DATE:
defined in Section 5.4.1.
PMPA: defined in Section 5.7.1.
PMP: the Port Master Plan.
PORT DISTRICT: the San Diego Unified Port District, a district formed pursuant to California Harbors and Navigation Code APPENDIX I, Section 1 et seq. and a public corporation. Unless specifica lly provided otherwise, whenever the Agreement requires an actio n or approval by the Port District, that action or approval shall be performed by the Port District representative designated by the Agreement.
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PORT DISTRICT
GENERAL COUNSEL:
the General Counsel to the Port District or such pe rson’s duly authorized deputy set forth in Schedule 1 of the Authority Bylaws.
PORT DISTRICT
PARTIES:
Port District and the officers, directors, members of the BPC, employees, partners, affiliates, agents, contractor s, architects, successors and assigns of Port District, in each ca se, when acting only in the capacity of a Port District Party.
PORT DISTRICT
TRANSFER:
defined in Section 26.5.
PORT DISTRICT’S
MATERIALS:
defined in Section 25.4.2.
PRE-EXISTING
HAZARDOUS
MATERIAL:
any Hazardous Material located on or under the Project Site prior to the Effective Date, whether known or unknown, or any Hazardous Material located outside the Project Site (including any pre mises owned by the City and/or the Port District) prior to the Effecti ve Date that migrates to the Project Site thereafter.
PORT SUPPORT
AGREEMENT:
the Support Agreement between the Authority and the Port District dated as of _________, as amended from time to time.
PRIOR AGREEMENTS: the agreements listed on Exhibit U.
PROHIBITED PERSON /
PROHIBITED PERSONS:
defined in Section 20.3.
PROJECT: the Developer’s Phase 1A Infrastructure Im provements and the Convention Center.
PROJECT COSTS: the Convention Center Costs and the Developer’s Phase 1A Infrastructure Improvements Costs.
PROJECT PUBLIC
INVESTMENT AMOUNT:
Two Hundred Eighty-Four Million Dollars ($284,000,000).
PROJECT SITE: the location of the Project for purpo ses of pre-construction services and construction.
PROPERTY TAX
CONTEST:
defined in the Sublease or Ground Lease, as the context may require.
PROPERTY TAX
EXPENSES:
property taxes and assessments with respect to the Site and the Initial Project Improvements (including, without limitation , real estate taxes, possessory interest taxes, general and special taxe s and assessments, leasehold taxes or taxes based upon Developer’s rec eipt of rent, but excluding all taxes imposed upon net income or gain).
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PUBLIC ENTITY/PUBLIC
ENTITIES:
individually or collectively, for purposes of the A greement, the Authority, the City and the Port District.
PUBLIC ENTITY
CONTRIBUTION
SUBACCOUNT:
the Public Entity Contribution Subaccount establish ed within the 2022A Construction Account and maintained by the Tr ustee pursuant to the Authority Indenture.
PUBLIC ENTITY
DEVELOPMENT PARTY:
any Public Entity or any representative or agent of any Public Entity (including any inspector retained by a Public Entity).
PUBLIC ENTITY
PARTIES:
collectively, the Authority Parties, the City Parties and the Port District Parties
PUBLIC ENTITY’S
ESTIMATED
DEVELOPER’S PHASE
1A INFRASTRUCTURE
IMPROVEMENTS COST:
the total cost of development and construction of t he Developer’s Phase 1A Infrastructure Improvements, as shown in E xhibit C-2 attached to the Agreement.
PUBLIC DEBT SERVICE
OBLIGATION / PDSO:
defined in Section 5.1.2.
PWL: defined in Section 7.2.3.1.
REIMBURSEMENT
AGREEMENT:
defined in the Recital P.
REIMBURSEMENT
PROCEDURE:
defined in Section 3.9 of the Sublease or Section 5 .8 of the Ground Lease.
RELATED COSTS: any costs, damages (of all kinds inc luding punitive damage, diminution in value and loss of use), claims, liabilities, exp enses (including reasonable attorneys’, consultants’ and experts’ fe es), losses, fines, penalties and court costs related to the subject ma tter of the Related Costs and amounts paid in settlement of any claims or actions related to the subject matter of the Related Costs. For the avoidance of doubt, Related Costs shall not include any Tax Expenses or items expressly excluded from the definition of Tax Expenses.
RELOCATION
AGREEMENT:
that certain Relocation Agreement, dated as of July 13, 1999, by and among the City, Redevelopment Agency of the City of Chula Vista, Port District, and Rohr, as amended by the Amendmen t to Relocation Agreement, dated as of November 1, 1999, the Second Amendment to Relocation Agreement, dated as of February 2, 2010, and the Third Amendment to Relocation Agreement, dated as of September 10, 2013.
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REMAINING
CONVENTION CENTER
DEVELOPMENT FEE:
two and four-
tenths percent (2.4%) of the Convention Center Cost s.
The Remaining Convention Center Development Fee will accrue on the last day of each month beginning with the month in which the Commencement Date occurs in the amount of $[ ] per month until, together with the Initial Development Fee, seventy percent (70%) of the Total Convention Center Development Fee based on al l anticipated Convention Center Costs as set forth in the Convention Center Budget has accrued. The remainder of the Remaining Conven tion Center Development Fee will accrue on the date that is thi rty (30) days after Completion of the Convention Center.
REMAINING PHASE 1A
INFRASTRUCTURE
IMPROVEMENTS:
Sweetwater Park.
REMAINING PHASE 1A
INFRASTRUCTURE
IMPROVEMENTS COSTS:
the direct and indirect costs (excluding overhead c osts) incurred with respect to the development, design, construction an d permitting of the Remaining Phase 1A Infrastructure Improvements.
REMAINING PHASE 1A
INFRASTRUCTURE
IMPROVEMENTS SITE:
the location of the Remaining Phase 1A Infrastructu re Improvements for purposes of pre-construction services and construction.
RENT: defined in Section 3.5 of the Sublease.
REPAIR/RESTORATION
COSTS:
the direct and indirect costs incurred with respect to the repair, restoration, reconstruction or redevelopment of the Convention Center or any portion thereof in connection with a casualt y or condemnation event pursuant to Article V of the Sublease.
RESORT HOTEL: a single-branded resort hotel with at least 1,570 Rooms but not more than 1,600 Rooms on the Hotel Land generally as sho wn on Exhibit “B-1” attached hereto, with an Acceptable Brand.
REVENUE FUND: the Revenue Fund established and main tained by the Trustee pursuant to the Authority Indenture.
RIDA: RIDA Chula Vista, LLC, a Delaware limited lia bility company.
ROHR: defined in Section 24.2.
RPFP: defined in Section 5.1.2.
RV PARK LEASE: defined in Section 5.1.2.
RV PARK LESSEE: defined in Section 5.1.2.
RV PARK TUOP: defined in Section 5.1.2.
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SDRWQCB: San Diego Regional Water Quality Control B oard.
SECOND DEVELOPER
COMPLETION NOTICE:
defined in Section 2.3.3.1.
SECOND SWEETWATER
PARK END DATE:
the date that is twenty-two (22) months after the O utside Construction Commencement Date; provided, that the Sweetwater Pa rk End Date shall not be extended due to any Force Majeure Even t except to the extent that such Force Majeure Event causes an exte nsion of the Outside Construction Completion Date.
SECOND SWEETWATER
PARK OPTION:
defined in Section 2.3.3.
SETTLEMENT
AGREEMENT:
Chula Vista Bayfront Master Plan Settlement Agreement, dated May 4, 2010, among the Bayfront Coalition Member Organizat ions identified therein, Port, the City of Chula Vista and the Rede velopment Agency of the City of Chula Vista (District Clerk No. 56523).
SEWER AGREEMENT: defined in the Recital O.
SITE: defined in Recital B.
SITE LEASE: defined in Recital B.
SPE LENDER AFFILIATE: defined in Section 9.3(c)(iv) of the Sublease.
SPECIFIED DEFAULT
RATE:
(a) prior to Completion (defined in the Ground Leas e) of the Resort Hotel and Parking Improvements and Completion of th e Convention Center and Developer’s Phase 1A Infrastructure Impr ovements, an annual rate equal to ten percent (10%) per annum and (b) commencing upon Completion (defined in the Ground Lease) of the Resort Hotel and Parking Improvements and Completion of the Conventi on Center and Developer’s Phase 1A Infrastructure Improvements, a n annual rate equal to fifteen percent (15%) per annum.
SPECIFIED DISPUTE: defined in Section 26.12.1.
STAFFING AND
PROCESSING
AGREEMENT:
RIDA Hotel and Convention Center Project Staffing a nd Processing Agreement between City and RIDA dated effective June 3, 2020.
STANDARD
SPECIFICATIONS:
the Greenbook and the local standard special provis ions referenced in the Approved Drawings and Specifications, in each case, as in effect on the Plan Submission Date, and any amendments theret o that are approved by the Developer, the City, the District and the Authority. 28 4845-4814-1790v29/024036-0079
STIPULATED
CONVENTION CENTER
OVERHEAD AMOUNT:
$[ ]. The Stipulated Convention Center Overhead Amou nt will accrue on the last day of each month beginning with the month in which the Commencement Date occurs in the amount of $[ ] per month until $[ ] has accrued.
STIPULATED
DEVELOPER’S PHASE
1A INFRASTRUCTURE
IMPROVEMENTS
OVERHEAD AMOUNT:
$3,000,000. The Stipulated Developer’s Phase 1A In frastructure Improvements Overhead Amount will accrue on the las t day of each month beginning with the month in which the Commenc ement Date occurs in the amount of $[ ] per month until $3,000,000 has accrued.
SUBCONTRACTOR: a party or parties under any subcont ract with the General Contractor to perform the work or provide supplies for the Develo per’s Phase 1A Infrastructure Improvements and/or the Convention C enter, as applicable.
SUBLEASE: defined in Recital D.
SUBLEASE ADVANCE
RENT NOTICE:
defined in the Facility Lease.
SUBLEASE TERM: the Term (as defined in the Sublease ).
SUBSTANTIALLY ALL: at least eighty percent (80%) of rentable square footage.
SUBTENANT: any subtenant (or sub-subtenant or other level of subtenant), occupant, franchisee, licensee, or concessionaire under any S ub-Sublease; provided, however, that “Subtenant” shall exclude the Hotel Operator.
SWEETWATER PARK: the improvements described in Exhi bit D, attached to the Agreement.
SWEETWATER PARK
CONTRACTS:
collectively, the Sweetwater Park Design Contracts and the Sweetwater Park Construction Contracts.
SWEETWATER PARK
CONSTRUCTION
CONTRACT:
the construction agreement with respect to Sweetwat er Park to which Port District is a party, as amended, restated, sup plemented, modified or replaced from time to time.
SWEETWATER PARK
DESIGN CONTRACT:
the design services agreement, including services for administration of the design during construction, with respect to Swe etwater Park to which Port District is a party, as amended, restate d, supplemented, modified or replaced from time to time; provided, h owever, “Sweetwater Park Design Contract” shall apply to ea ch such design services agreement if more than one but shall exclu de the Sweetwater Park Construction Contract.
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SWEETWATER PARK
MATERIALS:
from time-to-time, the Sweetwater Park Contracts an d the permits, entitlements, approvals, plans, drawings, and speci fications for the Remaining Phase 1A Infrastructure Improvements that are reasonably necessary for the Developer to Sufficiently Complete Sweetwater Park.
SWEETWATER PARK
OPTION:
the First Sweetwater Park Option or the Second Swee twater Park Option.
SWPPP: defined in Section 8.1.3.
TAX CLAIM: defined in Section 19.2.
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TAX EXPENSES: without limitation, all federal, stat e, county, or local governmental or municipal taxes, fees, assessments, charges or othe r impositions of every kind and nature, whether general, special, or dinary or extraordinary (including, without limitation, real estate taxes, possessory interest taxes, use taxes, general and s pecial assessments, leasehold taxes or taxes based upon Developer’s rec eipt of rent, including gross receipts or sales taxes applicable to Developer’s receipt of rent, personal property taxes imposed upon the f ixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used by Developer in co nnection with the Project Site and the Improvements) and any taxes an d assessments relating to the business or other activities of Dev eloper upon or in connection with the Project Site and the Improvements. Tax Expenses also shall include, without limitation:
(i) Any tax on a Public Entity’s receipt of Rent (a s defined herein or under the Ground Lease), right to Rent (as defined herein or under the Ground Lease) or other revenue from the Project Sit e and the Improvements other than any tax on the income of a Public Entity; (ii) Any assessment, tax, fee, levy or charge in ad dition to, or in substitution, partially or totally, of any assessme nt, tax, fee, levy or charge previously included within the definition of real property tax, possessory interest tax or use tax or other Tax Exp enses, and any assessments, taxes, fees, levies and charges that m ay be imposed by a Governmental Authority for services such as fire pr otection, street, sidewalk and road maintenance, refuse removal and f or other governmental services formerly provided without cha rge to property owners or occupants. It is the intention of the Parties that all such new and increased assessments, taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charge s be included within the definition of Tax Expenses; and
(iii) Any assessment, tax, fee, levy, or charge, wh ich is levied or assessed based upon the area of the Project Site or the Improvements or the Rent payable hereunder, including, without limi tation, any gross receipts tax upon or with respect to the possession , leasing, operating, management, maintenance, alteration, repair, use or occupancy by Developer of the Project Site, the Improvements, or any portion thereof.
Notwithstanding anything to the contrary, Tax Expen ses shall not include any income taxes imposed upon Developer, th e Public Agencies, the direct or indirect owners of Developer, Hotel Operator or the Affiliates of Hotel Operator, whether based upo n the taxable income generated by Developer, the Public Agencies, Hotel Operator or otherwise.
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TENANT HAZARDOUS
MATERIAL:
any Hazardous Material either (i) brought onto the Site or Improvements during the Term by any Person or (ii) brought onto the Site, Improvements or any other property by Develop er, Developer Party, or Hotel Operator or generated by any of the same.
TERM: defined in Section 3.1.
TOT: defined in Section 5.1.2.
TOTAL CONVENTION
CENTER DEVELOPMENT
FEE:
three percent (3%) of the Convention Center Costs.
TRANSFER: defined in Section 10.7(a) of the Subleas e.
TRANSFEREE: defined in Section 10.7(b) and 10.7(e) of the Sublease, as applicable.
USA PATRIOT ACT: defined in Section 20.3.
WARRANTY PERIOD: defined in Section 11.2.