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<br />ATTY/AGR/2022.014.02/TRI-PARTY AGREEMENTREV: 01-25-2022 VR
<br />6.Indemnity; City Non-Liability.
<br />(a) Developer 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,
<br />damages, fines, penalties, fees, charges, liens, judgments, causes of action,
<br />suits, legal and administrative proceedings, (whether legal or administrative),
<br />remediation, response, removal, or clean-up obligations, and all costs and
<br />expenses associated therewith (including without limitation attorneys’ fees,
<br />expert fees, and court costs) (all of the foregoing, collectively, “Claims”), to the
<br />extent arising out of or related to or resulting from Developer’s use of the
<br />Temporary License Areas, or any Developer Activities, whether by Developer
<br />or its officers, employees, agents, contractors, subcontractors, or any other
<br />third party acting under the control or at the request of Developer (collectively,
<br />“Developer Parties”), or other acts, omissions, negligence or willful
<br />misconduct of Developer or any Developer Parties, except to the extent caused
<br />or exacerbated by the willful misconduct or gross 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
<br />Claims in any way related to the disposal, treatment, transportation,
<br />manufacture, or use of any Hazardous Substances by Developer or any
<br />Developer Parties. Developer’s obligations under this Section shall survive the
<br />expiration or earlier termination of this License only as to Claims that accrued
<br />prior to termination of the License, whether or not such Claims were filed or
<br />otherwise acted upon during the term of the Agreement.
<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
<br />U.S.C. § 1251, et seq.; the Hazardous Waste Control Act, California Health and
<br />Safety Code (“H.&S.C.”) § 25100, et seq.; the Hazardous Substance Account
<br />Act, H.& S.C. § 25330, et seq.; the California Safe Drinking Water and Toxic
<br />Enforcement Act, H. & S.C. § 25249.5, et seq.; Underground Storage of
<br />Hazardous Substances H.& S.C. § 25280, et seq.; the Carpenter-Presley-
<br />Tanner Hazardous Substance Account Act (H.&S.C. § 25300 et seq.); the
<br />Hazardous Waste Management Act, H.&S.C. §§ 25170.1, et seq.; Hazardous
<br />Materials Response Plans and Inventory H.& S.C. § 25001 et seq.; or the
<br />Porter-Cologne Water Quality Control Act, Water Code § 13000, et seq., all as
<br />amended, or any other federal, state or local statute, law, ordinance, resolution,
<br />code, rule, regulation, order or decree regulating, relating to, or imposing
<br />liability or standards of conduct concerning, any hazardous, toxic or dangerous
<br />waste, substance or material, as now or at any time hereafter in effect; (ii) any
<br />substance, product, waste or other material of any nature whatsoever which
<br />may give rise to liability under any of the above statutes; (iii) petroleum, crude
<br />oil or any substance which contains gasoline, diesel fuel or other petroleum
<br />hydrocarbons other than petroleum and petroleum products contained within
<br />regularly operated motor vehicles; (iv) polychlorinated biphenyls (PCB), radon
<br />gas, urea-formaldehyde, asbestos, asbestos-containing materials, and lead;
<br />and (v) per- and polyfluoroalkyl substances (PFAS).
<br />(c) Developer acknowledges that during the Term (i) it will be sharing the
<br />Temporary License Area as provided in this License with County, not City, (ii)
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