RecDoc 2005-083802 Agmt05 San Mateo, County of - Courthouse Cooperative Agmt

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including without limitation, all of its agents, and their respective heirs, legal representatives, successors and assigns, and each of them, from and against any and all liabilities, losses, costs, claims,judgments, settlements, damages, liens, fines, penalties and expenses, including, without limitation, direct and vicarious liability of every kind (including, without limitation, damages for decrease in value of the Courthouse Square, the loss of usable space or of any amenity of the Courthouse Square and sums paid in settlement of claims, attorneys' fees, consultants' fees and experts' fees and costs) arising during or after the Term and relating to such Release. The foregoing indemnity includes, without limitation, costs incurred in connection with the activities undertaken to Investigate and Remediate Hazardous Material and to restore the Courthouse Square to its prior condition, fines and penalties assessed for the violation of any applicable Environmental Laws, and any natural resource damage. Without limiting the foregoing, if the responsible Party, or any of its agents or invitees, causes or permits the Release of any Hazardous Material in, on or about the Courthouse Square, the responsible Party shall immediately and at no expense to the other Party take any and all appropriate actions to return the Courthouse Square affected thereby to the condition existing prior to such Release and otherwise Investigate and Remediate the Release in accordance with all Environmental Laws. The responsible Party specifically acknowledges and agrees that it has an immediate and independent obligation to defend the other Party from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time the claim is tendered to the responsible Party by the other Party and continues at all times thereafter. The responsible Party shall afford the other Party a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise or proceeding involving Hazardous Material. The Parties' obligations under this Section shall survive the termination of this Cooperative Agreement. Section 14. Assignment and Subletting. 14.1 The City may not assign its obligations under this Cooperative Agreement without the consent of the County. The City may, however, sublet any or all portions of the Courthouse Square without obtaining the consent of the County for the purposes of maintaining the Courthouse Square as a public plaza, including subleases or licenses to vendors or activity sponsors and for such other purposes as the City deems advisable in order to further the use of the Courthouse Square as a community gathering place. If the City enters into an assignment or a full sublease of all of its interests in and obligations as to the Easement Area, it shall give written notice (a "Notice of Transfer") to the County of its intention to do so at least fifteen (15) days prior to entering into such agreement. The Notice of Transfer shall identify the transferee and state the terms and conditions of the assignment or sublease. 14.2 No sublease or assignment by the City nor any consent by the County thereto shall relieve the City of any obligation to be performed by the City under this Cooperative Agreement. Any sublease or assignment not in compliance with this Section shall be void and, at the County's option, shall constitute a material default by the City under this Cooperative Agreement. The recognition of any transferee by the County shall not constitute a waiver by the County of any failure by the City or other transferee to comply with this Section. If there is an assignment or sublet, whether in violation of or in compliance with this Section, in the event of REDW\0007\DOC\001-13 FINAL Atty/Agr/2005.006 042605 12