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<br />ATTY/AGR/2022.014.08/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
<br />and all persons acting by, through or under each of them, arising out of this Agreement or the uses
<br />authorized hereunder, including, without limitation, any interference with uses conducted by
<br />COUNTY pursuant to this Agreement, regardless of the cause, and whether or not due to the
<br />negligence of CITY or its Agents.
<br />E.As part of COUNTY's agreement to accept the License Area in its "As Is" "With All Faults"
<br />condition as provided below, and without limiting such agreement, COUNTY on behalf of itself and
<br />its successors and assigns, waives its right to recover from, and forever releases and discharges,
<br />CITY and its Agents, and their respective heirs, successors, administrators, personal
<br />representatives and assigns, from any and all Claims, whether direct or indirect, known or
<br />unknown, foreseen and unforeseen, that may arise on account of or in any way be connected with
<br />the physical or environmental condition of the City Property and any related improvements or any
<br />law or regulation applicable thereto or the suitability of the License Area for COUNTY's intended
<br />use.
<br />F.In connection with the foregoing releases, COUNTY acknowledges that it is familiar with
<br />Section 1542 of the California Civil Code, which reads:
<br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
<br />CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
<br />EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
<br />AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
<br />AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED
<br />PARTY.
<br />G.COUNTY acknowledges that the releases contained herein include all known and
<br />unknown, disclosed and undisclosed, and anticipated and unanticipated claims. COUNTY realizes
<br />and acknowledges that it has entered into this Agreement in light of this realization and, being fully
<br />aware of this situation, it nevertheless intends to waive the benefit of Civil Code Section 1542, or
<br />any statute or other similar law now or later in effect. The releases contained herein shall survive
<br />the expiration or earlier termination of this Agreement.
<br />16. As Is Condition of License Area; Disclaimer of Representations.COUNTY accepts the License
<br />Area in its "AS IS" condition, without representation or warranty of any kind by CITY, its officers, agents or
<br />employees, and subject to all applicable laws, rules and ordinances governing the use of the License Area.
<br />Without limiting the foregoing, this License is made subject to any and all existing and future covenants,
<br />conditions, restrictions, easements, encumbrances and other title matters affecting the License Area,
<br />whether foreseen or unforeseen, and whether such matters are of record or would be disclosed by an
<br />accurate inspection or survey. COUNTY further acknowledges that the License Area may be subject to
<br />flooding.
<br />17. No Assignment; Exceptions. This Agreement and the License granted hereunder are personal
<br />to COUNTY and shall not be assigned, conveyed or otherwise transferred by COUNTY under any
<br />circumstances;provided that COUNTY may permit Developer to use the existing job site trailers and
<br />associated parking for users of the trailers for Developer’s project at or about 1548 Maple Street, Redwood
<br />City, California. Except as expressly provided in the previous sentence, any attempt to assign, convey or
<br />otherwise transfer this Agreement or the License shall be null and void and cause the immediate termination
<br />of this Agreement. COUNTY shall remain fullyresponsible for all acts, omissions and circumstances arising
<br />by or through Developer herein, to the same extent as if they applied to COUNTY directly.
<br />18. Cessation of Use. COUNTY will provide notice to CITY prior to terminating its activities in the
<br />License Area.
<br />19. No Joint Ventures or Partnership; No Authorization, This Agreement does not create a
<br />partnership or joint venture between CITY and COUNTY as to any activity conducted by COUNTY on, in
<br />or relating to the License Area. COUNTY is not a state actor with respect to any activity conducted by
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