Agmt 21 San Mateo County Soil Importation

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ATTY/AGR.2021.303/SOIL IMPORTATION AGREEMENT – CITY COUNTY REV: 11-24-21 VR Page 2 of 10 E. For purposes of this License, the applicable portions of the City Parcel to be filled with clean soil and graded and compacted is referred to herein as the “Soil Importation License Area”. The relative location of the Soil Importation License Area on the City Property is set forth on Exhibit A hereto. F. This License shall terminate on the Exchange Closing, and City will have no further obligations hereunder. NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual agreements by the parties set forth herein and other good and valuable consideration, Owner and County agree as follows: AGREEMENTS: 1. Grant of License. (a) Owner hereby grants to County, its employees, consultants, representatives and contractors a non-exclusive, temporary license (“Soil Importation License”), over the Soil Importation License Area, solely to import Clean Fill (defined below) removed from the Project Site and to grade and compact that Clean Fill thereby raising the elevation of the City Parcel to levels shown on grading plans approved by City and County, all in accordance with the terms of this License, including without limitation the Scope of Work attached hereto as Exhibit B-1 (“Soil Work”). “Clean Fill” means soil, gravel, sand, or crushed concrete, cement or brick suitable for importation and subsequent development of the City Parcel, which (i) has not been mixed with any other waste or debris, (ii) is not subject to any known (by Developer or County) spill of petroleum products or release of Hazardous Substances (defined below), (iii) has not been treated to remediate any Hazardous Substances contamination, and (iv) is suitable for, and meets all regulatory and permitting requirements for development of residential uses (b) The Soil Work is referred to as the “County Activities”). County agrees that, without the written consent of the Owner, County shall not enter onto or conduct any activities on any portion of the Soil Importation License Area except as permitted by this License and other agreements as may be entered into by Owner and County. 2. License Term. (a) This License shall become effective on November 29, 2021 (“Effective Date”), and, unless sooner terminated by Owner following a default by County, shall terminate on the sooner of (i) Owner’s acceptance of the completed Soil Work, (ii) January 24, 2022 or (iii) the Exchange Closing (the “Term”). (b) Prior to expiration of the Term, County shall complete the Soil Work, and remove all vehicles, equipment, materials, fencing, debris and other items (other than the imported and compacted Clean Fill) brought onto the City Parcel and shall restore areas without additional Clean Fill to substantially the condition existing at the commencement of the Soil Importation License Term, reasonable wear and tear excepted.