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SITE ACCESS AND INDEMNIFICATION AGREEMENT This SITE ACCESS AND INDEMNIFICATION AGREEMENT("AGREEMENT")is made and entered into as of the latest of the dates on which the Parties did execute this Agreement, by,between and among FEDEX GROUND PACKAGE SYSTEM,INC. ("FedEx"), SHELL OIL COMPANY("SOC")and EQUILON ENTERPRIES,LLC dba SHELL OIL PRODUCTS US ("SOPUS"). FedEx is referred to herein as"FedEx"; SOC and SOPUS are collectively referred to herein as "Shell';and FedEx, SOC, and SOPUS are collectively referred to herein as the"Parties,"and individually as a"Party." RECITALS WHEREAS,Prologis,Inc. and/or Prologis Logistics Services Incorporated ("Prologis") is the owner of certain real property in the City of Tracy in San Joaquin County,more specifically identified as Section 26,Township 2 South,Range 4 East,MDB&M (the"Site"); WHEREAS, FedEx and Prologis are entering into an agreement pursuant to which FedEx intends to purchase a portion of the Site,more specifically identified as"Adjusted Parcel 2"on the attached Exhibit"B" (the"Property")from Prologis,and FexEx is entering such agreement contingent upon FedEx obtaining an indemnification agreement from Shell as set forth herein; WHEREAS, SOPUS is a subsidiary of SOC that, among other things, provides environmental services on behalf of SOC; WHEREAS, SOC and/or its predecessors in interest owned, operated,and/or maintained subsurface petroleum pipeline(s) ("Pipeline")that traversed the Site pursuant to easements recorded on or about January 8, 1915 (collectively the"Easement'); WHEREAS, the Pipeline carried crude oil between Bakersfield and Martinez until approximately 1972,at which time portions of the Pipeline were abandoned and/or removed; WHEREAS, during the removal of an abandoned segment of the Pipeline in or about 2001,petroleum hydrocarbon impacts were identified in the area of the Easement; WHEREAS, FedEx believes that additional petroleum hydrocarbon impacts originating from the Pipeline may be identified in other areas of the Property; WHEREAS, on or about February 11,2002, Crossroads Business Center, L.P. ("Crossroads")and Shell Oil Company entered into an"Agreement for Right of Entry Between Crossroads Business Center, L.P. and Shell Oil Company,"by which Crossroads granted to Shell, its contractors and agents, a temporary license to enter upon the Property for the purpose of conducting site assessment, crude oil recovery, and other cleanup activities; WHEREAS, on or about May 13,2013, Conestoga-Rovers&Associates ("CRA"), on behalf of SOPUS, submitted a"Subsurface Investigation Report and Updated Site Conceptual Model'("SCM")to the Regional Water Quality Control Board("RWQCB"); DM#59134 v:17 TRACY,CA-Shell access/indemnity agreement