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<br />ATTY/AGR/2022.014/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
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<br />including areas outside of the Blomquist County Right-of-Way (as further described therein,
<br />“Demolition Work”). County’s further agreements under this Section 11.A are subject to this
<br />$400,000 cap.
<br />ii. Except for Developer and County’s agreements in this Agreement
<br />and the Development Agreement, City will be solely responsible for selecting, hiring, supervising
<br />and paying all necessary contractors and consultants to perform the Abatement Work. City will
<br />perform all such activities in accordance with applicable laws, and keep County reasonably
<br />informed on the progress. City and County will reasonably agree on any changes to the Abatement
<br />Work Scope, and City will provide County with a copy of the final contract with the selected
<br />abatement contractor (“Abatement Work Contract”) and any other contract for which City
<br />expects to pay from the County’s $400,000 commitment (“Abatement Contracts”). Provided
<br />that County timely vacates the premises under the Leaseback Agreement, City will use reasonable
<br />efforts to complete the Abatement Work and provide Developer with any notice required under
<br />the Demolition Agreement by any deadline established in the Demolition Agreement.
<br />iii. Within ten (10) days following expiration of the Leaseback
<br />Agreement or (if sooner) County’s vacation of the premises under the Leaseback Agreement,
<br />County shall pay City the entire $400,000 referenced above. In the (unexpected) event the total
<br />City costs for both the Abatement Work and Demolition Work are less than $400,000, City will
<br />refund any unused amount following completion of the Demolition Work
<br />b. Garage License. In consideration of City’s various performances under
<br />this Tri-Party Implementation Agreement and other related agreements, commencing January 31,
<br />2022, County hereby allows the exclusive use by City, and City hereby accepts exclusive use from
<br />County, two hundred thirty-five (235) specifically designated parking spaces located on the fourth
<br />and fifth floors of County Parking Structure No. 1, 400 Middlefield Road, Redwood City,
<br />California, representing a portion of APN 052-341-250 (“Garage License Area”) for the purpose
<br />of parking cars and light trucks awaiting retail sale (as further provided in this Section 11.B,
<br />“Garage License”). This Garage License shall continue until terminated by the expiration of 60
<br />days from delivery of a written notice by County to City of the County’s intention to terminate the
<br />Garage License, which County may deliver at any time from and after January 31, 2023. No
<br />modifications may be made to the Garage License Area. City may sublicense its right to use the
<br />Garage License Area to auto dealerships with business premises in Redwood City. City shall at all
<br />times relieve, indemnify, protect and hold harmless, County, its officers, agents, employees, and
<br />servants from all claims, suits, or actions of every name, kind, and description resulting from the
<br />use or occupation of the Garage License Area; the acts or omissions of City, its officers, agents,
<br />employees, servants, invitees or permittees; or the failure of City, its officers, agents, employees,
<br />servants, invitees or permittees, to observe or abide by any of the terms, covenants and conditions
<br />of this Section 11.B or any applicable federal, state, county or municipal law, rule, or regulation,
<br />brought for, or on account of, any of the following resulting from the use or occupation of the
<br />Garage License Area: (a.) injuries to or death of any person, including City employees, officers,
<br />agents, invitees or permittees; or (b.) damage to any property of any kind whatsoever and to
<br />whomsoever belonging; or (c.) any other loss or cost, including but not limited to that caused by
<br />the concurrent active or passive negligence of County and/or its officers, agents, employees, or
<br />servants, resulting from injury, death or damage included within subclauses (a.) or (b.) above.
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