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development of the Improvements. Construction of the Improvements shall not be permitted prior to
<br />issuance of building permits. Improvements upon the Site shall be pursuant to plans and specifications
<br />approved by the City and the Agency, which approval shall not be unreasonably withheld or delayed,
<br />provided the Participant's plans and specifications are in order and comply with all applicable codes and
<br />regulations.
<br />E. Financial Conditions
<br />1. Project Loan. Upon completion of the Improvements by the Participant, the
<br />Participant shall furnish all reasonable access, assistance, and facilities required by the
<br />Agency or the City for their inspection and testing of the Improvements. If the
<br />Improvements are found to be in full compliance with this Agreement, then the Agency
<br />shall execute the Project Loan and disburse the proceeds thereof promptly upon the
<br />Participant's written request. The Agency shall be under no obligation to execute the
<br />Project Loan and disburse the proceeds if such Improvements are not in full compliance
<br />with this Agreement.
<br />2. Required Expenditures. The Participant shall provide the Agency with written
<br />evidence of the expenditure by the Participant of a minimum of $300,000 towards
<br />relocation of the wall located at the front of Building B facing Merced Street and a
<br />minimum of $250,000 towards facade and landscaping improvements.
<br />F. Environmental Remediation
<br />1. Remediation. The Participant shall not hold the Agency or the City responsible
<br />for the cost of any soil, groundwater or other environmental remediation for any
<br />contamination existing or occurring on the Property or any portion thereof, except as the
<br />same may be the result of the sole negligence of the Agency or the City, and the
<br />Participant shall be solely responsible for all actions and costs associated with any soil,
<br />groundwater or other environmental remediation required for the Property or any portion
<br />thereof. Upon receipt of any notices regarding the presence, release or discharge, or of
<br />Hazardous Materials in, on or under the Property, the Participant (as long as the
<br />Participant owns the Property or portion thereof in question) or the then current owner or
<br />possessor of the Property or portion thereof, as applicable, shall, and hereby agrees to,
<br />timely initiate and diligently pursue and complete all appropriate response, remediation
<br />and removal actions for the release or discharge of Hazardous Materials within such
<br />deadlines as specified by applicable laws, regulations or environmental remediation
<br />action plan prepared by the City Environmental Services Manager. Prior to the
<br />Commencement Date, the Participant shall enter into an environmental remediation
<br />action plan approved by the City Environmental Services Manager for the response,
<br />remediation and removal actions defined therein.
<br />2. Indemnification. The Participant hereby agrees to unconditionally indemnify,
<br />reimburse, defend, protect and hold harmless the Agency and the City and their elective
<br />and appointive boards, commissions, officers, agents, attorneys, consultants and
<br />employees from and against any and all claims, demands, suits and actions at law or in
<br />equity, and losses, liabilities, expenses, penalties, fines, orders, judgments, injunctive or
<br />other relief (whether or not based on personal injury, property damage, contamination of,
<br />or adverse effects upon, the environment or natural resources), and costs and damages
<br />of every kind, nature and description (including but not limited to attorneys' fees and court
<br />costs; with counsel reasonably acceptable to the Agency and the City; and any expenses
<br />associated with the investigation, assessment, monitoring, response, removal, treatment,
<br />abatement or remediation of Hazardous Materials), and administrative, enforcement or
<br />judicial proceedings, whether known or unknown, and which directly or indirectly, in
<br />whole or in part, are caused by, arise from, or relate to, or are alleged to be caused by,
<br />arise from, or relate to, the presence, release or discharge, or alleged presence, release
<br />or discharge, of any Hazardous Materials in, on or under the Property, or the failure to
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