Agmt07 County of San Mateo, RWC Redevelopment Agency

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including withaut limitatian, all af its agents, and their respective heirs, legal representatives, successars and assigns, and each af them, fram and against any and all liabilities, lasses, casts, claims, judgments, settlements, damages, liens, fines, penalties and expenses, including, withaut limitatian, direct and vicariaus liability af every kind (including, withaut limitation, damages far decrease in value af the Caurthause Square, the lass af usable space ar af any amenity af the Caurthause Square and sums paid in settlement af claims, attorneys' fees, cansultants' fees and experts' fees and casts) arising during ar after the Term and relating to. such Release. The faregaing indemnity iIicludes, withaut limitatian, casts incurred in connectian with the activities undertaken to. Investigate and Remediate Hazardaus Material and to. restare the Caurthause Square to. its priar canditian, fines and penalties assessed for the vialatian af any applicable Enviranmental Laws, and any natural resaurce damage. Withaut limiting the foregaing, if the respansible Party, ar any af its agents ar invitees, causes ar permits the Release af any Hazardaus Material in, an ar abaut the Caurthause Square, the respansible Party shall immediately and at no. expense to. the other Party take any and all apprapriate actians to return the Caurthause Square affected thereby to. the canditian existing prior to. such Release and atherwise Investigate and Remediate the Release in accardance with all Environmental Laws. The respansible Party specifically aclmawledges and agrees that it has an immediate and independent abligatian to. defend the ather Party fram any claim which actually ar patentially falls within this indemnity pravisian even if such allegatian is ar may be graundless, fraudulent or false, which abligatian arises at the time the claim is tendered to. the respansible Party by the other Party and cantinues at all times thereafter. The respansible Party shall afford the ather Party a full opportunity to. participate in any discussions with gavernmental regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree ar ather campramise or praceeding involving Hazardous Material. The Parties' obligations under this Sectian shall survive the terminatian afthis Cooperative Agreement. Section 14. Assignment and Subletting. 14.1 The City may not assign its abligations under this Co. operative Agreement withaut the cansent of the Caunty. The City may, however, sublet any or all portians afthe Caurthause Square withaut abtaining the consent af the Caunty far the purposes af maintaining the Caurthause Square as a public plaza, including subleases or licenses to vendars ar activity spansars l,lD.d far such ather purposes as the City deems advisable in arder to. further the use of the Caurthause Square as a community gathering place. If th,e City enters into. an assignment or a full sublease af all af its interests in and abligations as to the Easement Area, it shall give written natice (a ''Natice af Transfer") to the County afits intention to. do so at least fifteen (15) days priar to. entering into. such agreement. The Natice of Transfer shall identify the transferee and state the terms and canditions afthe assignment or sublease. 14.2 No. sublease or assigmnent by the City nor any consent by the County thereto shall relieve the City af any abligation to be perfarmed by the City under this Cooperative Agreement. Any sublease ar assignment nat in campliance with this Sectian shall be vaid and, at the County's option, shall constitute a material default by the City under this Cooperative Agreement. The recagnitian of any transferee by the Caunty shall nat constitute a waiver by the Caunty'of any failure by the City ar ather transferee to camply with this Section. !fthere is an assignment or sublet, whether in vialation of ar in compliance with this Section, in the event af REDW\OOO7\DOaOOI-13 FINAL Atty! Agr!2005.006 042605 12