Oakland Temporary Rental Agreement Form Page 28
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49(c)
Required Compliance; Port Right to Stop Work.
To the extent the
Premises are not in compliance with this Exhibit as a result of the action or inaction of Permittee
or Permittee Representatives, Permittee or Permittee Representatives shall, at its or their, as the
case may be, sole expense, promptly take all action necessary to bring the Premises into
compliance, including with regard to any Response Action for which Permittee is responsible
under this Exhibit and including Section 9 hereof. If the Port reasonably and in good faith
believes that such non-compliance is causing, or is likely to cause, an imminent danger to the
health or safety of any Person, or substantial harm to the Environment, or subject the Port to
any civil or criminal liability or penalty, or is reasonably likely to result in the Port incurring
Losses from any Governmental Authority, or any Third Party bringing any Action against the
Port, the Port may, without any liability or responsibility, direct Permittee or Permittee
Representatives to immediately cease all work unless and until the Premises and Permittee
Operations are brought into compliance, or until Permittee is actively working on bringing the
Premises or activities into compliance in accordance with a schedule and plan approved in
writing by the Port and applicable Governmental Authorities.
Permittee or Permittee
Representatives shall immediately comply with such schedule and plan.
Upon receipt of any Action against the Port for alleged violation of Environmental Laws
resulting from Permittee Operations, the Port may, at its sole election, take all action reasonably
necessary for as long as necessary to bring the Premises into compliance with Environmental
Laws, and recover all of its Costs from Permittee. Notwithstanding the foregoing, the Port shall
not be liable or responsible for any Costs to Permittee or Permittee Representatives resulting
from any work stoppage and the Port shall have no liability or responsibility if it does not take
any action that it is permitted to take pursuant to this Section 7.
(d)
Entry by Governmental Authorities. Except for the Port, whose entry and
inspection shall be governed by Section 7(a) through Section 7(c) above, Permittee shall permit
and admit any Governmental Authority with jurisdiction over the Premises or Permittee
Operations to enter the Premises, or any portion thereof, at any reasonable time.
Section 8. Release and Indemnity.
(a)
Release Agreement by Permittee.
Neither the Port, nor any officer,
employee, or Board member thereof, is responsible for any damage or liability occurring by
reason of anything done, or omitted to be done, pursuant to the Agreement and this Exhibit by
Permittee or Permittee Representatives arising from or relating to (1) Environmental Laws, (2)
any Response Actions, or (3) Toxic Materials at, on, or under the Premises.
Except as
specifically set forth herein, Permittee, for itself, Permittee Representatives, successors and
assigns, waives, releases, acquits, and forever discharges the Port of, from, and against any
Actions, direct or indirect, at any time on account of, or in any way arising out of or in
connection with: (i) the Port providing advice, guidance, or assistance to Permittee or Permittee
Representatives regarding Permittee’s compliance with Environmental Laws; and (ii) Toxic
Materials existing at, on, or under the Premises as of the Commencement Date, and any
migration of Toxic Materials to, within, or from the Premises regardless of the origin or source of
the Toxic Materials, whether known or unknown. Permittee’s release of the Port shall apply to
all unknown and known Actions and contingent or liquidated Actions, and shall specifically
cover any potential liability which may be based on any Environmental Laws. The release shall
also include a release of the rights provided under California Civil Code Section 1542 which
states:
“A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”
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