Agmt07 County of San Mateo, RWC Redevelopment Agency

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2.2 The. City agrees that it will invest approximately Nine Million Dollars ($9,000,000) in implementing the Project, including removal of the South Annex, reconstruction of the historic Courthouse fayade and construction of Courthouse Square. It is recognized by the Parties that the exact amount to be expended by the City cannot be known until final designs have been approved and bids have been received. In the event that the final cost of the Project is determined to exceed the foregoing amount, the City will make good faith efforts to locate additional funding. If it cannot do so on terms acceptable to it, the City will be excused from further performance of this Cooperative Agreement without liability or penalty. The County acknowledges that the City, either on its own or through its redevelopment agency or public facilities financing authority, has issued or may issue obligations the interest on which is excluded from gross income for federal income tax purposes (the "Bonds") to finance all or a part of the Project. The County agrees that it will not sell its fee interest in all or portions of the Courthouse Block to a non-governmental entity without coordinating with the City to minimize or eliminate any ad,,:erse impact on the tax-exempt status of the interest on the Bonds. 2.3 The County hereby grants and. conveys to the City an exclusive easement (the "Easement") to construct the Project, and to operate, maintain and use a public plaza; together with any and all appurtenances connected therewith and rights incidental thereto, on, over and across the area shown in Exhibit "D" and more specifically described in Exhibit "E" (the "Easement Area"), subject only to the terms of this Cooperative Agreement. 2.3.1 The Easement Area ~13l11>ep:re~erved by 1i1e City as an 9pen pl~a available for public use and community gathering for all of the residents of the County. The County, subject to the provisions of Section 2.2, agrees to maintain the Courthouse, a necessary element forthe success of the Courthouse Square, as a facility for public access and use that facilitates the use of the Courthouse Square as a unique public space. 2.3.2 The City shall be entitled to enter upon the Easement Area at all times during the Term of this Cooperative Agreement for the purposes of operating, maintaining and repairing the Easement Area; including, without limitation, all public improvements, utilities and landscaping located thereon. 2.3.3 The Easement includes such appurtenant rights as are necessary to make the Easement effective for the purposes described herein. 2.3.4 The Easement shall be in effect for the full Term of this Agreement, including extensions, and may not be revoked during that period except in the case of a default by the City under the terms of this Cooperative Agreement or as otherwise specifically set forth herein. 2.3.5 The County hereby reserves unto itself, its administrators, representatives, successors andlor assigns, the right to enter upon and use the Easement Area for the purposes of access to the portion of the Courthouse Block that is not within the Easement Area (the "Northern Portion") and for operation, maintenance, construction in, on or about the Northern Portion, and any and all appurtenances connected therewith and rights incidental thereto. In exercising its reserved rights as provided in this section, the County REDW\OOO7\DOC\OOl-13 FINAL Atty/ Agr/2005.006 042605 4