|
<br />13.1.4 "Release" when used with respect to Hazardous Material shall include any
<br />actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging,
<br />injecting, escaping, leaching, dumping, or disposing into or inside the Courthouse Square,
<br />or in, on, under or about any part thereof or into the environment.
<br />
<br />13.2 If any act or omission of either Party, or its agents, tenants or invitees, results in
<br />the Release of Hazardous Material in, on, under or about the Courthouse Square in violation of
<br />any applicable Environmental Laws, then the responsible Party shall, on behalf of itself and its
<br />successors and assigns, indemnify, hold harmless and defend the other Party, including, but not
<br />limited to, all of its boards, commissions, departments, agencies and other subdivisions,
<br />including without limitation, all of its agents, and their respective heirs, legal representatives,
<br />successors and assigns, and each of them, from and against any and all liabilities, losses, costs,
<br />claims, judgments, settlements, damages, liens, fines, penalties and expenses, including, without
<br />limitation, direct and vicarious liability of every kind (including, without limitation, damages for
<br />decrease in value of the Courthouse Square, the loss of usable space or of any amenity of the
<br />Courthouse Square and sums paid in settlement of claims, attorneys' fees, consultants' fees and
<br />experts' fees and costs) arising during or after the Term and relating to such Release. The
<br />foregoing indemnity includes, without limitation, costs incurred in connection with the activities
<br />undertaken to Investigate and Remediate Hazardous Material and to restore the Courthouse
<br />Square to its prior condition, fines and penalties assessed for the violation of any applicable
<br />Environmental Laws, and any natural resource damage. Without limiting the foregoing, if the
<br />responsible Party, or any of its agents or invitees, causes or permits the Release of any
<br />Hazardous Material in, on or about the Courthouse Square, the responsible Party shall
<br />immediately and at no expense to the other Party take any and all appropriate actions to return
<br />the Courthouse Square affected thereby to the condition existing prior to such Release and
<br />otherwise Investigate and Remediate the Release in accordance with all Environmental Laws.
<br />The responsible Party specifically acknowledges and agrees that it has an immediate and
<br />independent obligation to defend the other Party from any claim which actually or potentially
<br />falls within this indemnity provision even if such allegation is or may be groundless, fraudulent
<br />or false, which obligation arises at the time the claim is tendered to the responsible Party by the
<br />other Party and continues at all times thereafter. The responsible Party shall afford the other
<br />Party a full opportunity to participate in any discussions with governmental regulatory agencies
<br />regarding any settlement agreement, cleanup or abatement agreement, consent decree or other
<br />compromise or proceeding involving Hazardous Material. The Parties' obligations under this
<br />Section shall survive the termination of this Cooperative Agreement.
<br />
<br />Section 14.
<br />
<br />Assignment and Subletting.
<br />
<br />14.1 The City may not assign its obligations under this Cooperative Agreement without
<br />the consent of the County. The City may, however, sublet any or all portions of the Courthouse
<br />Square without obtaining the consent of the County for the purposes of maintaining the
<br />Courthouse Square as a public plaza, including subleases or licenses to vendors or activity
<br />sponsors and for such other purposes as the City deems advisable in order to further the use of
<br />the Courthouse Square as a community gathering place. If the City enters into an assignment or
<br />a full sublease of all of its interests in and obligations as to the Easement Area, it shall give
<br />
<br />REDW\0007\DOC\001-12 DRAFT 12
<br />4/22/053:45/md
<br />
<br />11
<br />
|