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

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Page 4 of 13 ATTY/AGR/2022.014.07/TRI-PARTY AGREEMENT REV: 01-25-2022 VR Work shall be conducted by or under the oversight of a qualified environmental consultant contracted by City or County as they may agree and approved in advance by Developer. Developer shall have no financial obligation related to the costs of such Abatement Work. County will pay for some or all of the Abatement Work as provided in the Tri-Party Agreement or as otherwise separately agreed between City and County. (c) If Hazardous Substances that were not identified and abated in accordance with Section 3(b) above are discovered during the Demolition Work, Developer shall temporality cease demolition activities and promptly meet and confer with City and County on the action plan to remediate and/or abate such discovered Hazardous Substances. If the meet and confer process does not result in Developer being able to resume demolition activities in a manner reasonably acceptable to Developer within thirty (30) days after the discovery of Hazardous Substances, Developer shall have the right, but not the obligation, to provide City and County written notice of its intent to terminate its obligations under this Demolition Agreement ten (10) days after delivery of that notice if Developer is not authorized to recommence demolition activities in a manner reasonably acceptable to Developer prior to the expiration of such ten (10) day period. Upon expiration of such ten (10) day period without City and County authorization to recommence demolition activities in a manner reasonably acceptable to Developer, Developer’s obligations under this Demolition Agreement shall automatically terminate and City and County shall reimburse Developer for its actual costs incurred in accordance with Section 4(d) below (deducting Developer’s maximum $100,000 contribution obligation). Notwithstanding any other provision of this Demolition Agreement, County shall be deemed to be the “Generator” of all Hazardous Materials under the terms of the Resource Conservation and Recovery Act, and any other applicable environmental laws and regulations that abated and disposed of as part of the Abatement Work under Section 3(b) and/or as part of the Demolition Work so long as such Hazardous Substances existed within the Demolition License Area prior to the commencement of the Demolition Work. All costs of disposal of Hazardous Substances shall be at County’s cost and County agrees that it will execute, as Generator, any document necessary for the legal disposal of Hazardous Substances, provided that County does not obligate itself to execute any documents which require County to admit fault or which increase its liability beyond that of a Generator. Developer shall have no financial obligation related to any additional costs associated with discovered Hazardous Substances. (d) City and County do hereby waive, release and forever discharge Developer and its officers, employees, agents, contractors, subcontractors, and any other third party acting under the control or at the request of Developer (collectively, “Developer Parties”) and shall indemnify, defend (with counsel approved by Developer) and shall hold Developer and Developer Parties harmless from and against any and all claims, losses, liabilities, damages, fines, penalties, fees, charges, liens, judgments, causes of action, suits, legal and administrative proceedings, (whether legal or administrative), abatement, remediation, response, removal, or clean-up obligations, and all costs and expenses associated therewith (including without limitation attorneys’ fees, expert fees, and court costs) (all of the foregoing, collectively,“Claims”), to the extent related to or arising out of: (i) the physical characteristics of the County Parcel existing immediately prior to the commencement of the Demolition Work, including without limitation the presence