Agmt07 County of San Mateo, RWC Redevelopment Agency

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default by any transferee, or any successor of the City, in the performance of observance of any of the terms of this Cooperative Agreement or any sublease or assignment agreement, the County may proceed directly against the City without the necessity of exhausting remedies against such transferee or successor. 14.3 Each transferee under an assignment or a sublease (other than the permitted subleases or licenses referenced in Section 14.1) shall assume all obligations of-the City under this Cooperative Agreement and shall be liable jointly and severally with the City for all of the terms, covenants and conditions to be performed on the City's part hereunder. No assignment shall be binding on the County unless the City or the transferee has delivered to the County a counterpart of the assignment and an instrument in recordable form that contains a covenant of assumption by such transferee in form and substance satisfactory to the County. However, the failure or refusal of such transferee to execute such instrument of assumption shall not release such transferee from its liability as set forth above. The City shall reimburse the County on demand for any reasonable costs that may be incurred by the County in connection with any proposed sublease or assignment, including, without limitation, the costs of making investigations as to the acceptability of the proposed transferee and legal costs incurred in connection with the granting of any requested consent. 14.4 The City shall cause any transferee to expressly waive entitlement to any and all relocation assistance and benefits in connection with this Cooperative Agreement. The City shall indemnify the County for any and all losses arising out of any relocation assistance or benefits required by law to be paid to any transferee. Section 15. Default; Remedies. 15.1 A Party shall be in default of this Cooperative Agreement (an "Event of Default") upon its failure to comply with any covenant, condition or representation made" under this Cooperative Agreement if such failure continues for thirty (30) days after the date of written notice by the non-defaulting Party, provided that if such default is not capable of cure within said 30 day period, the defaulting Party shall have a reasonable period of time to complete such cure if the defaulting Party undertakes action to cure such default with such 39 day period and thereafter diligently prosecutes the same to completion. A Party shall also b~ in default of this Cooperative Agreement upon the appomtment of a receiver to take possession of all or substantially all of the assets of the defaulting Party, or an assignment by the defaulting Party for the benefit of creditors, or any action taken or suffered by the defaulting Party under any insolvency, banlcruptcy, reorganization, moratorium or other debtor relief act or statute, whether now existing or hereafter amended or enacted, if any such receiver, assignment or action is not released, discharged, dismissed or vacated with sixty (60) days. 15.2 Upon the occurrence of an Event of Default by the City, the County shall have the following remedies, which shall not be exclusive but shall be cumulative and shall be in addition to any other remedies now or hereafter allowed by law or in equity: 15.2.1 The COWlty may terminate the City's right to possession of the Courthouse Square at any time by written notice to the City. No other act of the County, REDW\0007\DOC\OO 1- 13 FINAL Atty/ Agr/200S.006 042605 13