AgdaPkt 2018-06-11 Closed and Joint SA PFA

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6.1.F. - Page 16 DRAFT 5/18/2018 begun to exercise the right to reclamation or restoration provided herein. The Commission may delay the attachment of the Public Trust Easement for a specified period by resolution based upon its finding that reclamation or restoration could not be completed within the five-year period of Inundation specified herein. b. Nothing in this Agreement obligates the Commission to protect or cause to be protected any privately held uplands, including, but not limited to, constructing or causing to be constructed any protective structures that benefit any privately held uplands. Further, nothing in this Agreement shall be construed as creating any duty on the part of the City or the Commission to the owners or lessees of any properties within the Bradford Street Site or Maple Street Site to provide protection against sea level rise, inundation from any cause, avulsions, or tsunamis. C. Nothing in this Section is intended to limit (i) rights a Party may have under applicable law to take actions to preserve the boundaries established by this Agreement, including without limitation the rights of a Party to undertake measures to protect its property, including lands freed from the Trust at the locations established pursuant to this Agreement, or to file an action within the applicable limitations period to preserve the title interests of such lands established by this Agreement, or (ii) rights the public has under applicable law to navigate, fish, or otherwise use navigable waters on Inundated lands, including but not limited to any rights arising under Bohn v. Albertson (1951) 107 Cal.App.2d 738 and People ex rel. Baker v. Mack (1971) 19 Cal.App.3d 1040. 14. Judicial Confirmation of Validitv of Settlement. The City may choose to submit the settlement embodied in this Agreement to a court of competent jurisdiction to confirm the validity of the settlement by court judgment pursuant to Code of Civil Procedure sections 760.010 through 764.080, inclusive. The Commission shall cooperate with the City in obtaining such a confirmatory judgment. Upon entry of a judgment confirming the validity of the settlement embodied in this Agreement, each Party shall be deemed to have waived any right to appeal from such judgment. The City shall be responsible for all costs incurred by the Commission and the City associated with their participation in a judicial action initiated pursuant to this Section, including without limitation reasonable attorneys' fees and costs. 15. Effect of a Judicial Finding of Invaliditv. A judicial determination that any portion of this Agreement is invalid shall not invalidate the remainder. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the Parties shall amend this Agreement or take other action necessary to achieve the intent of this Agreement in a manner consistent with the ruling of the court. 16. Indemnification and Defense of Claims. a. The City shall indemnify, defend, and hold harmless the State, its officers, agencies, commissions, and employees from and against any and all claims, liability, losses, attorneys' fees, costs and expenses (collectively Claims), including third party Claims and Claims by any governmental agency, relating to any hazardous materials that, as of the date of Closing, are located at, on, over, under, or flowing through any portion of the Exchange Lands, provided, however, the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Exchange Lands during any period (prior to 0