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Branch :F41,User:ATO1 Comment: Station Id X45K
<br /> RM&R Site#0888
<br /> Acquisition#0888
<br /> WHEREAS, CONOCOPHILLIPS is required by the California Regional Water Quality
<br /> Control Board-Central Valley Region to conduct certain Environmental Work at the Property,
<br /> and;
<br /> WHEREAS, OWNER, J. Patrick Kennedy (Managing Investor) and Timothy' W.
<br /> Starkweather (Investor) desire an indemnity for themselves and future Lender(s) and/or
<br /> Purchaser(s) from ConocoPhiilips for certain matters arising from the Contamination and
<br /> CONOCOPHILLIPS desires the ability to obtain access to the Property to perform
<br /> Environmental Work,as needed.
<br /> NOW THEREFORE,FOR AND IN CONSIDERATION OF THESE PREMISES and in the
<br /> interest of the Parties,the Parties hereby agree as follows:
<br /> 1. ConocoPhillips'Indemnity.
<br /> 1.1 CONOCOPHILLIPS expressly agrees to indemnify, defend and hold
<br /> harmless OWNER, Timothy W. Starkweather, and J. Patrick Kennedy, and each of its
<br /> successors,assigns,heirs,estates,trustees and administrators including,but not limited to,any
<br /> accredited financial lending institution making a loan(s)with the Property being the security for
<br /> such loan(s):
<br /> 1.1.1 against and from all claims, loss, cost, damages, reasonable
<br /> attorneys'fees,liens or expenses arising out of the Contamination,and;
<br /> 1.1.2 against and from any fine, penalty, sanction, damage, charges,
<br /> government orders and demands imposed for any violations of any law,ordinance,or regulation
<br /> arising out of,or attributable to said Contamination,and;
<br /> 1.1.3 against and from any and all claims, loss, cost, damage, liens,
<br /> expense, government orders and demands on or related to the Property caused by
<br /> CONOCOPHILLIPS, its employees, consultants, contractors or agents in implementing,
<br /> monitoring, performing or failing to perform any Environmental Work to remediate the
<br /> Contamination.
<br /> 1.2 In no event will CONOCOPHILLIPS or its agents or contractors be
<br /> responsible for any exemplary, punitive, indirect, incidental or consequential damages including,
<br /> but not limited to, business interruption at the Property and diminution of the Property's value,
<br /> unless required by applicable law,regulation or ordinance_
<br /> 1.3 CONOCOPHILLIPS agrees to remediate the Contamination in
<br /> accordance with applicable laws and regulations relating to the Environmental Work. OWNER
<br /> understands and agrees that it will cooperate in obtaining a risk-based closure under
<br /> CRWQCB—CVR requirements that may include deed recordation of the Property's
<br /> environmental condition as a condition of risk-based closure.
<br /> 2. Other Contamination. In the event the Property is or becomes contaminated with
<br /> substances or materials (the "Other Contamination"), which excludes Contamination, the
<br /> following shall apply:
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<br /> SAN JOAQUIN(SJ),CA Page 2 of 9 Printed on 11/25/2013 11:45:41 AM
<br /> Document:AGR 2007.140708
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