Agmt22 County of San Mateo 1548 Maple, LLC Demolition (County Property)

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Page 3 of 13 ATTY/AGR/2022.014.07/TRI-PARTY AGREEMENT REV: 01-25-2022 VR NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual agreements by the parties set forth herein and other good and valuable consideration, Owner and Developer agree as follows: AGREEMENTS: 1.Grant of License. Owner hereby grants to Developer, its employees, consultants, representatives and contractors, an exclusive, temporary license (“Temporary Demolition License”), over the Demolition License Area, solely for performance of the Demolition Work. Developer agrees that, without the written consent of the City and County, Developer shall not enter onto or conduct any activities on the Demolition License Area except as permitted by this Demolition Agreement or other agreements as may be entered into by City, County and Developer. 2.Term/Commencement Date. This Demolition Agreement shall become effective on the closing of the Exchange Agreement (“Effective Date”). The term of the Temporary Demolition License shall commence after City or County notifies Developer that the Abatement Work (as defined in Section 3(b) below) is completed (“Commencement Date”), and, unless sooner terminated by Owner following a default by Developer, shall terminate on the sooner of (i) City and County agreement that Developer has satisfactorily completed the Demolition Work as provided in this Demolition Agreement, or (ii) March 1, 2024 (the “Term”). Prior to expiration of the Term, Developer shall remove and properly dispose of all demolition debris and Developer shall also remove all vehicles, equipment, materials, fencing, and other items brought onto the Demolition License Area. Without limiting the foregoing, Developer shall remove all Hazardous Substances (as defined below) brought or released onto the Demolition License Area by Developer or any Developer Parties (defined below), and shall dispose of all such items in accordance with applicable law. 3.Compliance with Laws; Hazardous Substances; Permits; Indemnity. (a) Developer shall conduct all Demolition Work in compliance with all applicable Federal, State and municipal statutes and ordinances, and with all applicable regulations, orders and directives of appropriate governmental agencies, including without limitation those relating to dust control. Developer shall obtain all (if any) permits required for the Demolition Work, and (as applicable) the transportation, storage, use and disposal of Hazardous Substances except for Hazardous Substances existing within the Demolition License Area prior to the commencement of the Demolition Work. (b) Owner has obtained from Vista Environmental Consulting a Pre-Renovation Hazardous Materials Survey, dated July 14, 2016, which identifies the Hazardous Substances within the structures to be demolished, including asbestos, lead based paint and light fixture PCBs, which must be abated and/or removed as necessary under applicable environmental laws to protect human health and the environment (collectively, “Abatement Work”) before the Demolition Work can occur. City or County (as separately agreed between them) shall perform such Abatement Work prior to Developer’s commencement of the Demolition Work, and Developer shall have no obligation to perform any such Abatement Work. If City and County update or revise the specific Abatement Work, the revise scope will be provided to Developer, who will have ten days to provide any comments. All such Abatement