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<br />ATTY/AGR/2022.014.06/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
<br />(all of the foregoing, collectively,“Claims”), to the extent arising out of or in any
<br />way directly or indirectly related to or resulting from County’s use of the Temporary
<br />License Area, or any County Activities, whether by County or its officers,
<br />employees, agents, contractors, subcontractors, or any other third party acting
<br />under the control or at the request of County (collectively,“County Parties”), or
<br />other acts, omissions, negligence or willful misconduct of County or any County
<br />Parties, except to the extent caused or exacerbated by the willful misconduct or
<br />gross negligence of the Indemnitees. The foregoing indemnity shall include,
<br />without limitation, Claims relating to personal injury, bodily injury, death and
<br />property damage, and Claims in any way related to the disposal, treatment,
<br />transportation, manufacture, or use of any Hazardous Substances by County or
<br />any County Parties during the term of the License. County’s obligations under this
<br />Section shall survive the expiration or earlier termination of this License only as to
<br />Claims that accrued prior to termination of the License, whether or not such Claim
<br />was filed or otherwise acted upon during the term of the 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).
<br />7.Continuing Liability.No expiration or termination of this License shall release County
<br />from any liability hereunder resulting from any breaches of this License happening prior to
<br />the expiration or termination of this License.
<br />8.Assignment or Subletting; Successors and Assigns.
<br />(a) County shall not transfer, assign, sublet or sublicense (each a,“transfer”) any of
<br />its rights or obligations under this License without Owner’s prior written consent,
<br />which may be withheld in Owner’s sole and absolute discretion unless the transfer
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