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Branch :F41,User:AT01 Comment: Station Id X45K
<br /> RM&R Site#0888
<br /> Acquisition#0888
<br /> 2.1 OWNER shall be responsible for and expressly agrees to indemnify,
<br /> defend and hold harmless CONOCOPHILLIPS, its successors and assigns against and from
<br /> any claims, loss, cost, damage, liens, expense, government orders and demands on or to the
<br /> Property arising from contamination caused by the OWNER or any third party.
<br /> 2.2 CONOCOPHILLIPS shall not be responsible for any investigation,
<br /> abatement, remediation or corrective action arising from the Other Contamination.
<br /> CONOCOPHILLIPS shall not be responsible for any investigation, abatement, remediation or
<br /> corrective action arising from contamination caused by the Owner or any third party.
<br /> 2.3 OWNER shall notify CONOCOPHILLIPS in writing within five (5) days of
<br /> the occurrence or finding of Other Contamination.
<br /> 2.4 OWNER shall furnish copies of any correspondence to or from the
<br /> CRWQB—CVR, or any governmental agency with jurisdiction over the Other Contamination, or
<br /> any third party with an interest in the Other Contamination, within fifteen (15) days of receipt
<br /> from the governmental agency or third party.
<br /> 3. Property Access. OWNER hereby grants to CONOCOPHILLIPS a license for
<br /> access, ingress and egress onto, over and from the Property to permit CONOCOPHILLIPS, its
<br /> employees, consultants, contractors and agents, at no cost to OWNER, to conduct such
<br /> Environmental Work as deemed necessary by CONOCOPHILLIPS or as may be required from
<br /> time-to-time by the CRWQB-CVR. The Environmental Work may include, without limitation,
<br /> investigation/assessment activities, installation, maintenance and sampling of groundwater
<br /> monitor wells and remediation activities. Except as otherwise required by the CRWQB-CVR,
<br /> CONOCOPHILLIPS or its consultant(s) or contractor(s) shall inform OWNER at least twenty-
<br /> four (24) hours in advance of all such actions to be undertaken on the Property. Except as
<br /> otherwise provided herein, in the event OWNER, its employees, consultants, contractors,
<br /> suppliers, agents, lessees or invitees directly or indirectly damage or destroy any equipment,
<br /> fixtures or materials associated with the Environmental Work, OWNER shall pay the removal,
<br /> replacement and re-installation costs of same.
<br /> 4. Performance of Activities. Except as otherwise provided hereby, any
<br /> Environmental Work conducted or caused to be conducted by CONOCOPHILLIPS on the
<br /> Property in accordance with this Agreement shall be performed without any cost or expense to
<br /> OWNER.
<br /> 5. Mutual Cooperation._ The Parties agree to cooperate in good faith with each
<br /> other with respect to the matters covered hereby. Such cooperation shall include, without
<br /> limitation,reasonable advance notice and coordination of any activities on the Property that may
<br /> impact or affect the Parties and further:
<br /> 5.1 CONOCOPHILLIPS agrees to conduct or cause to be conducted any
<br /> Environmental Work on the Property in such a way as to minimize any inconvenience or
<br /> interruption of business operations(including any demolition, construction, and commercial land
<br /> development activities)conducted on the Property.
<br /> 5.2 OWNER agrees to not interfere with or impede the Environmental Work.
<br /> Further, OWNER shall cause its employees, consultants, contractors, agents, invitees and
<br /> lessees to abide by same.
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<br /> SAN JOAQUIN(SJ),CA Page 3 of 9 Printed on 11/25/2013 11:45:41 AM
<br /> Document:AGR 2007.140708
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