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

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determining Final Acceptance, the County may require the written certification of the Architect that the restoration has been completed in accordance with the Plans to the extent necessary to enable the Association to occupy the Courthouse pursuant to the terms of its lease, use the restored entry and conduct its normal business operations therein without significant impairment or interference. The County shall not unreasonably withhold a determination of Final Acceptance. Final Acceptance shall not constitute a waiver of any latent defects. The City shall cooperate with the County to ensure that any construction warranties associated with the Project inure to the benefit of the County. Section 4. Term. 4.1 The Parties intend that this Cooperative Agreement shall be effective from the date first written above (which is intended to be the date on which the legislative bodies of each of the Parties has approved the Cooperative Agreement) and shall continue for a period of fifty- five (55) years. At the end of said initial 55-year period, this Cooperative Agreement shall be automatically renewed on the same terms and conditions without further action of the Parties for an additional ten (10) year term, unless earlier terminated pursuant to Section 11 or 15 below. Thereafter, each ten years for an additional 30 years, this Cooperative Agreement shall be automatically renewed, on the same terms and conditions, without further action of the parties, unless earlier terminated pursuant to Section 11 or 15 below. The intent is that there are a total of 4 ten-year renewals each with its own renewal date. This Cooperative Agreement shall be binding upon execution by the Parties. All periods during which this Cooperative Agreement is in effect, including the original term and all extensions, shall be referred to herein as the"Term." Section 5. Reserved. Section 6. Management and Operation of Courthouse Square. The City shall have the right to operate the Courthouse Square as a public plaza. In doing so, the City shall have the right to make determinations regarding the management and operation of the Courthouse Square in its sole discretion, save that the City shall not discriminate against non-City residents from other areas of the County. It is the intent of this section that the City shall have such authority and powers as are necessary to (i) carry out the intent of this Cooperative Agreement, (ii) manage and operate a public plaza, and (iii) implement the Vision, including, without limitation, the issuance or denial of permanent or temporary permits for vendors, the approval or denial of private or public events, the right to charge for events and to limit attendance, and the right to set hours or other conditions for use. It is acknowledged that the Courthouse Square is subject to the general application of the City's ordinances, including, without limitation, such ordinances as may exist from time to time regarding loitering, solicitation,noise or public intoxication. Section 7. Waiver of Claims; Indemnification. 7.1 Limitation on County's Liability; Waiver of Claims. Except as expressly provided under this Agreement, the County shall not be responsible for or liable to the City, and REDW\0007\DOC\001-13 FINAL Atty/Agr/2005.006 042605 7