|
DocuSign Envelope ID:A1BBE8B5-5DD9-4ED3-A03E-CODE693C46EF
<br /> Exhibit C
<br /> ENVIRONMENTAL COMPLIANCE
<br /> Licensee's Responsibility. Licensee shall not(either with or without negligence)cause or permit the escape,disposal or release of any radioactive,
<br /> biologically active or other hazardous substances or materials in or around the Studios or in the Premises. Licensee shall not allow the storage or
<br /> use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and
<br /> use of such substances or materials, nor allow to be brought into or upon the Property any such materials or substances except as used in the
<br /> ordinary course of Licensee's business and then only after written notice is given to County of the identity of such substances or materials. Licensee
<br /> covenants and agrees that the Premises will, at all times during its use or occupancy thereof, be kept or maintained so as to comply with all now
<br /> existing or hereafter enacted or issued statutes, laws, rules, ordinances, orders, permits, and regulations of all state, federal, local, and other
<br /> governmental and regulatory authorities, agencies, and bodies applicable to the Studios and Premises, pertaining to environmental matters, or
<br /> regulating, prohibiting or otherwise having to do with asbestos and all other toxic, radioactive, or hazardous wastes or material including, but not
<br /> limited to the Federal Clean Air Act,the Federal Water Pollution Control Act,and the Comprehensive Environmental Response,Compensation,and
<br /> Liability Act 1980,as from time to time amended(all hereafter collectively called"Laws").
<br /> Licensee's Liability. Licensee shall hold County, its employees, officers,agents, Landlord,and their respective successors and assigns(collectively,
<br /> the "Indemnified Parties")free, harmless, and indemnified from any penalty,fine, claim, demand, liability, cost, or charge whatsoever which the
<br /> Indemnified Parties shall incur,or which the Indemnified Parties would otherwise incur, by reason of Licensee's failure to comply with this Exhibit C
<br /> including, but not limited to (i) the cost of bringing the Premises or the Property into compliance with all Laws; (ii) the reasonable costs of all
<br /> appropriate tests and examinations of the Premises and the Studios to confirm that the same have been brought into or are in compliance with all
<br /> Laws; and (iii) the reasonable fees and expenses of the Indemnified Parties' attorneys, engineers, and consultants incurred by the Indemnified
<br /> Parties in enforcing and confirming compliance with this Exhibit B.
<br /> Property. For the purposes of this Exhibit C,the Property includes all improvements thereon; all personal property used in connection therewith
<br /> (including that owned by Licensee and other Licensees);and the soil,ground water,and surface water of the Property.
<br /> Inspections by County.County and its engineers,technicians,and consultants(collectively the"Auditors")may,but has no obligation to,from time
<br /> to time as County deems appropriate, conduct periodic tests and examinations ("Audits") of the Premises to confirm and monitor Licensee's
<br /> compliance with this Exhibit C. The Audits shall be conducted in such a manner as to minimize the interference with Licensee's permitted activities
<br /> on the Premises; however, in all cases,the Audits shall be of such nature and scope as shall be reasonably required by then existing technology to
<br /> confirm Licensee's compliance with this Exhibit C. Licensee shall fully cooperate with County and its Auditors in the conduct of such audits. The
<br /> cost of the Audits shall be paid by County unless such audit shall disclose a material failure of Licensee to comply with this Exhibit C, in which case
<br /> the cost of such audit, and the cost of all subsequent Audits made during the Term and within thirty (30) days thereafter shall be paid for on
<br /> demand by Licensee.
<br /> County's Responsibility. This Exhibit C shall not apply to any condition or matter constituting a violation of any Law(i)which existed prior to the
<br /> commencement of Licensee's use or occupancy of the Premises and was not caused or permitted to be caused, in whole or in part, by Licensee or
<br /> Licensee's agents,employees, officers, partners, contractors,or invitees;or(ii)to the extent such violation is caused by, or results from,an act or
<br /> neglect of County or County's agents,employees,officers,partners,contractors,guests,or invitees.
<br /> Licensee's Liability after Expiration or Termination of Agreement. The covenants contained in this Exhibit C shall survive the expiration or
<br /> termination of this Agreement, and shall continue for so long as an Indemnified Party may be subject to any expense, liability, charge, penalty, or
<br /> obligation against which Licensee has agreed to indemnify an Indemnified Party under this Exhibit C.
<br />
|