Agmt17 Belmont-Redwood Shores School District

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case City shall be liable in proportion to its responsibility; or (iv) violations or noncompliance with any governmental requirements or insurance requirements. Without limiting the generality of the forgoing, District agrees to save the City harmless, defend (with counsel approved by City), and indemnify it for any 3`d party claim, action, or proceeding (including without limitation any petition for review thereof) that the City has violated any restrictions relating to the Sandpiper Joint Use Site imposed by deed or applicable law (a "Restriction Challenge"). Except as may be necessary to enforce the indemnification obligations of this Section 21, City and District mutually covenant not to sue or to take anyjudicial or administrative action to pursue any claim against the other as a result of any 3rd party that the City has violated any restrictions relating to the Sandpiper Joint Use Site imposed by deed or applicable law in place as of the Term Commencement Date. With respect to any Challenge or Restriction Challenge. District shall bear any and all losses, damages, injuries, liabilities, costs, and expenses (including, without limitation, staff time and in-house attorney's fees on a fully -loaded basis, attorney's fees for outside legal counsel, expert witness fees, court costs, and other litigation expenses) arising out of or related to any Challenge (for purposes of this Section 21, "Costs"). The obligations set forth in this Section 21 shall survive the expiration or other termination of this Lease. SECTION 22 SUBLEASE; LICENSE (a) District shall not lease or sublease the New Classroom Building or any part of the Premises without the prior Written Consent of the City Manager or her/his designee (b) Any sublease or assignment to any person shall be conditioned on the proposed sublessee or assignee, as applicable, agreeing in writing to abide by and perform the terms and conditions of this in order to carry out the uses permitted by this Lease. No assignment or subletting shall relieve District from any of its obligations under this Lease. (c) District shall, promptly after execution of such assignment or sublease, notify City of the assignment or sublease, and shall provide City with a copy of the assignment or sublease. The proposed transferee shall, in recordable form, expressly assume all the covenants and conditions of this Lease applicable to the portion of Premises or New Classroom Building so transferred. (d) Subject to the consent of the City's City Manager (the "City Manager") or her/his designee, such consent not to be unreasonably withheld, District may grant the use of the New Classroom Building as a civic center on terms and conditions its board may deem proper, subject to the limitations, requirements, and restrictions set forth in California Education Code 38131 et seq., the Civic Center Act, or any other applicable or successor statute. If District is required to grant any particular use pursuant to the Civic Center Act, or any other applicable or successor statute, but must provide notice of such use to City. District does not need to obtain the City Manager's Consent for non-recurring Civic Center uses, but must provide timely advance notice of such uses to City and ensure that scheduling complies with the terms and intent of the Joint -Use Agreement. For the sake of clarity, District's obligations to defend, indemnify and save harmless the City pursuant to Section 21 shall apply to any uses granted by the District's governing board pursuant to this subsection 22(d). (e) Subject to the Consent of the City Manager or her/his designee, such consent not to be unreasonably withheld, District may enter into agreements to make vacant classrooms or other space in the New Classroom Building available for rent or lease as authorized by Applicable Laws including but limited to Education Code 17527 or any other applicable or successor statute. For the sake of clarity, District's obligations to defend, indemnify and save harmless the City pursuant to Section 21 shall apply to any uses granted by the District's governing board pursuant to this subsection 22(e). (f) No lease or sublease of the New Classroom Building of the Premises shall conflict with the City's rights to use the building pursuant to the Joint Use Agreement. ATTY/AGR/2017.041/GROUND LEASE — SANDPIPER REV: 03-01-1715 Page 15 of 33