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<br />ATTY/AGR/2022.014.04/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
<br />(b) “Hazardous Substances” means any (i) substance, product, waste or other material of any nature
<br />whatsoever which is or becomes listed, regulated, or addressed pursuant to CERCLA, 42 U.S.C. §
<br />9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the
<br />Resource 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. § 1251, et seq.;
<br />the Hazardous Waste Control Act, California Health and Safety Code (“H.&S.C.”) § 25100, et seq.;
<br />the Hazardous Substance Account Act, H.& S.C. § 25330, et seq.; the California Safe Drinking
<br />Water and Toxic Enforcement Act, H. & S.C. § 25249.5, et seq.; Underground Storage of
<br />Hazardous Substances H.& S.C. § 25280, et seq.; the Carpenter-Presley-Tanner Hazardous
<br />Substance Account Act (H.&S.C. § 25300 et seq.); the Hazardous Waste Management Act, H.&S.C.
<br />§§ 25170.1, et seq.; Hazardous Materials Response Plans and Inventory H.& S.C. § 25001 et seq.;
<br />or the Porter-Cologne Water Quality Control Act, Water Code § 13000, et seq., all as amended, or
<br />any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order
<br />or decree regulating, relating to, or imposing liability or standards of conduct concerning, any
<br />hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in
<br />effect; (ii) any substance, product, waste or other material of any nature whatsoever which may
<br />give rise to liability under any of the above statutes; (iii) petroleum, crude oil or any substance
<br />which contains gasoline, diesel fuel or other petroleum hydrocarbons other than petroleum and
<br />petroleum products contained within regularly operated motor vehicles; (iv) polychlorinated
<br />biphenyls (PCB), radon gas, urea-formaldehyde, asbestos, asbestos-containing materials, and
<br />lead; and (v) per- and polyfluoroalkyl substances (PFAS).
<br />7. Continuing Liability. No expiration or termination of this License shall release Developer from any liability
<br />hereunder resulting from any breaches of this License happening prior to the expiration or termination of
<br />this License.
<br />8. Assignment or Subletting; Successors and Assigns.
<br />(a) Developer shall not transfer, assign, sublet or sublicense (each a, “transfer”) any of its rights or
<br />obligations under this License without Owner’s prior written consent, which may be withheld in
<br />Owner’s sole and absolute discretion unless the transfer is to a permitted or approved transferee
<br />under the Development Agreement, in which case Owner will consent to a transfer using the
<br />same standards as the City is required to follow under the Development Agreement.
<br />(b) Subject to the foregoing, this License shall be binding on and inure to the benefit of the parties
<br />and their permitted successors and assigns.
<br />9. Force Majeure. If either party is rendered unable, wholly or in part, by force majeure to carry out its
<br />obligations under this License, then the obligations of both Developer and Owner, so far as they are
<br />affected by such force majeure, shall be suspended during the continuance of any inability so caused and
<br />the term is this License shall be extended by that same period of time, and such cause shall so far as
<br />possible be remedied within a reasonable time. The term “force majeure” as employed in this License
<br />shall mean acts of God, strikes, lockouts, or other disturbances, acts of public enemies, wars, blockades,
<br />insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts,
<br />interruptions by government not due to the fault of the affected party, civil disturbances, explosions, or
<br />unforeseeable action or nonaction by governmental bodies in approving the applications for approvals or
<br />permits, or any material change in circumstances arising out of legislation, regulation, or litigation, or
<br />other events beyond the reasonable control of the affected party.
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