Agmt13 Bay Area Air Quality Managemenet District - Revocable License

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a. Immediately, City may, in the sole and absolute discretion of the City Manager, terminate this Agreement if (i) Licensee discontinues or abandons operations; (ii) Licensee fails to keep in force any required insurance policies or bonds; or (iii) Licensee fails to comply with any Section or part of this Agreement. b. Immediately, City may, in the sole and absolute discretion of the City Manager, terminate or suspend this Agreement due to emergency circumstances, in the sole and absolute discretion of the City Manager. c Upon thirty (30) days advance written notice to Licensee, City may, in the sole and absolute discretion of the City Manager, terminate this Agreement upon sale or lease of the City Property. 18. Amendment. This Agreement may be amended by a written instrument signed by both parties. 19. Applicable Law and Venue. This Agreement is made, entered into, and shall be performed in the City of Redwood City, California, and all rights and remedies of the parties hereto shall be construed and enforced in accordance with the laws of the State of California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of the County of San Mateo. In the event any action is filed in connection with the enforcement or interpretation of this Agreement, each party shall bear its own attorneys' fees and costs. 20. Taxes. City is exempt from the payment of federal excise taxes and State Sales and Use Tax on all tangible, personal property for its use or consumption. Licensee recognizes and understands that it is responsible for the payment of all City, County, State, and Federal taxes required by law. 21. Relocation Waiver. Licensee fully releases and discharges City from all and any manner of rights, demands, liabilities, obligations, claims, or causes of action, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to the sale of the Site, the full or partial termination of Licensee's right to use the Site as permitted under this Agreement, including, without limitation, the specific waiver and release of any right to any relocation benefits, assistance and/or payments under Government Code Sections 7260 et seq. ("Relocation Assistance Law"), notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under the Relocation Assistance Law or other state or federal law, and compensation for any interest in Licensee's business operations or the Site including, but not limited to, improvements; license or leasehold bonus value; fixtures, furniture, or equipment; loss of business goodwill; severance damage; attorneys' fees or any other compensation of any nature whatsoever. Licensee acknowledges and agrees that the release and waiver set forth in this paragraph is material consideration for City's licensing of the Site to Licensee on ATTY/AGR/2013.024/BAAQMD REVOCABLE LICENSE AGREEMENT REV:02-25-13 MLG Page 6 of 9