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ATTY/AGR.2021.303/SOIL IMPORTATION AGREEMENT – CITY COUNTY
<br />REV: 11-24-21 VR
<br />Page 4 of 10
<br />6. Indemnity.
<br />(a) County shall indemnify, defend (with counsel approved by Owner) and hold
<br />harmless Owner and its officers, officials, employees and agents, (collectively,
<br />“Indemnitees”), from and against any and all claims, losses, liabilities, damages,
<br />fines, penalties, fees, charges, liens, judgments, causes of action, suits, legal and
<br />administrative proceedings, (whether legal or administrative), remediation,
<br />response, removal, or clean-up obligations, and all costs and expenses associated
<br />therewith (including without limitation attorneys’ fees, expert fees, and court costs)
<br />(all of the foregoing, collectively, “Claims”), arising out of or in any way directly or
<br />indirectly related to or resulting from County’s use of the Soil Importation License
<br />Area, or any County Activities, whether by County or its officers, employees,
<br />agents, contractors, subcontractors, or any other third party acting under the
<br />control or at the request of County (collectively, “County Parties”), or other acts,
<br />omissions, negligence or willful misconduct of County or any County Parties,
<br />except to the extent caused by the willful misconduct or sole negligence of the
<br />Indemnitees. The foregoing indemnity shall include, without limitation, Claims
<br />relating to personal injury, bodily injury, death and property damage, and Claims
<br />in any way related to the disposal, treatment, transportation, manufacture, or use
<br />of any Hazardous Substances by County or any County Parties. County’s
<br />obligations under this Section shall survive the expiration or earlier termination of
<br />this License
<br />(b) “Hazardous Substances” means any (i) substance, product, waste or other
<br />material of any nature whatsoever which is or becomes listed, regulated, or
<br />addressed pursuant to CERCLA, 42 U.S.C. § 9601, et seq.; the Hazardous
<br />Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource
<br />Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic
<br />Substances Control Act, 15 U.S.C. § 2601 et seq.; The Clean Water Act, 33 U.S.C.
<br />§ 1251, et seq.; the Hazardous Waste Control Act, California Health and Safety
<br />Code (“H.&S.C.”) § 25100, et seq.; the Hazardous Substance Account Act, H.&
<br />S.C. § 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement
<br />Act, H. & S.C. § 25249.5, et seq.; Underground Storage of Hazardous Substances
<br />H.& S.C. § 25280, et seq.; the Carpenter-Presley-Tanner Hazardous Substance
<br />Account Act (H.&S.C. § 25300 et seq.); the Hazardous Waste Management Act,
<br />H.&S.C. §§ 25170.1, et seq.; Hazardous Materials Response Plans and Inventory
<br />H.& S.C. § 25001 et seq.; or the Porter-Cologne Water Quality Control Act, Water
<br />Code § 13000, et seq., all as amended, or any other federal, state or local statute,
<br />law, ordinance, resolution, code, rule, regulation, order or decree regulating,
<br />relating to, or imposing liability or standards of conduct concerning, any hazardous,
<br />toxic or dangerous waste, substance or material, as now or at any time hereafter
<br />in effect; (ii) any substance, product, waste or other material of any nature
<br />whatsoever which may give rise to liability under any of the above statutes; (iii)
<br />petroleum, crude oil or any substance which contains gasoline, diesel fuel or other
<br />petroleum hydrocarbons other than petroleum and petroleum products contained
<br />within regularly operated motor vehicles; (iv) polychlorinated biphenyls (PCB),
<br />radon gas, urea-formaldehyde, asbestos, asbestos-containing materials, and lead;
<br />and (v) per- and polyfluoroalkyl substances (PFAS).
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