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10/03/2002 16:48 20946AGE STOCKTON PAGE 05
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<br /> 8. Condition at Termination. Upon expiration of this Agreement,HERMAN&
<br /> HELEN'S shall:permanently plug and abandon any monitoring wells)in full
<br /> compliance with applicable federal,state or local laws,rules and regulations as required
<br /> by governmental agencies and/or boards; remove all associated equipment; and restore
<br /> the property to its condition existing immediately prior to the effective date of this
<br /> Agreement to the extent reasonably possible, including without limitation the repair of
<br /> any surface damage caused by the installation,operation, testing,monitoring and
<br /> maintenance of the Activities and associated equipment and facilities by HERMAN&
<br /> HELEN'S.
<br /> 9. Liens.HERMAN&HELEN'S will not permit any mechanics,materialmen's or
<br /> other liens or claims to stand against the Property for labor or material furnished in
<br /> connection with any work performed by HERMAN &HELEN'S under this Agreement,
<br /> Upon reasonable and timely notice of any such lien or claim delivered to HERMAN&
<br /> HELEN'S by OWNER,HERMAN&HELEN'S may bond and contest the validity and
<br /> the amount of the lien but must use its best efforts to resolve the matter as soon as
<br /> possible and HERMAN&HELEN'S will immediately pay any judgment rendered, will
<br /> pay all proper costs and charges and will have the lien or claim released at its sole
<br /> expense.
<br /> 10. Indemnification.
<br /> A. HPRMAN&HELEN'S shall indemnify and bold harmless OWNER,its
<br /> directors,partners,officers,employees, and agents,individually or collectively,
<br /> against any and all obligations, losses,damages, costs,expenses,investigative
<br /> costs,penalties,liabilities,claims,demands and cause of action(including
<br /> attorney's fees costs incurred in connection with any of the foregoing),which
<br /> may arise directly or indirectly from any act or omission by HERMAN&
<br /> HELEN'S, its Consultant, its contractors,employees, agents or representatives
<br /> that is in any way connected with HERMAN&HELEN'S entry, sampling
<br /> Activities or incurred to any federal,state,or local governmental agency or board
<br /> in connection with any investigation or monitoring of site conditions,or any
<br /> clean-up,containment,remedial,removal or restoration work required or
<br /> performed by any aforementioned governmental agency ore performed by any
<br /> nongovernemental entity or person because of the presence,suspected presence,
<br /> release or suspected release of any Hazardous Materials on or into the air,soil,or
<br /> any body of water whether above or below ground or improvements at, on,about,
<br /> under or within the Property or any portion thereof,or elsewhere in connection
<br /> with the transportation of,Hazardous Materials to or from the Property. Such
<br /> indemnification of OWNER shall exclude liability which is a direct result of the
<br /> negligence or intentional misconduct of OWNER, its employees or agents.This
<br /> indemnity shall survive the expiration or termination of his Agreement.
<br /> B. As used in this Agreement,the term"Hazardous Materials"shall mean any
<br /> hazardous or toxic substances,materials or wastes,pollutants or contaminants,
<br /> solid,liquid, gaseous or thermal irritants, as defined, listed or regulated by any
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