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its choosing in accordance with any RWQCB or governmental agency requirements,demands,
<br /> requests, orders or directives. Notwithstanding anything else in this Agreement to the contrary,
<br /> SOPUS' indemnity obligations shall not extend to any claims,expenses,damages, liabilities,
<br /> costs, or any agency requirements, demands,requests,orders or directives,caused by the
<br /> intentional,willful, or negligent conduct of FedEx or its employees,representatives,contractors,
<br /> subcontractors,tenants or agents. Any activities reasonably undertaken by FedEx with regard to
<br /> the development,maintenance,or operation of the Property shall not be considered willful acts
<br /> within the meaning of this paragraph. This indemnification agreement shall survive the
<br /> termination of this Agreement. SOPUS shall promptly conduct all investigation and remedial
<br /> actions,including the removal of soil impacted by releases from the pipelineas required by the
<br /> RWQCB or other regulatory agencies. Nothing in this agreement releases Shell for any claims,
<br /> expenses, demands, orders,damages,losses,injuries,liability or costs that FedEx may have,now
<br /> or in the future,related to the Work or the Pipeline.
<br /> 13. Insurance. SOPUS and/or its contractors agree to carry general liability
<br /> insurance, in an amount not less than$2,000,000,which insurance shall provide coverage against
<br /> any and all third party claims, losses, damages,injuries,and liabilities arising from SOPUS'
<br /> Work at the Property,including claims for personal injury,property damage,and damage to the
<br /> Property arising from Work performed by SOPUS under this Agreement. Certificates or other
<br /> documentary evidence of insurance shall name FedEx as additional insured and shall be
<br /> furnished to FedEx in advance of any work at the Property.
<br /> 14. Temporary License. This Agreement is intended and shall be construed as a
<br /> temporary license to enter and conduct the Work upon the Property, and not as a grant of
<br /> easement or any other interest in the Property.
<br /> 15. Successors and Assigns. This Agreement shall be binding upon the Parties
<br /> hereto and their respective successors,representatives, heirs,and assigns and shall inure to the
<br /> benefit of the Parties and their respective successors and assigns.
<br /> 16. Modifications. This Agreement contains the entire understanding of the Parties.
<br /> Any change, amendment, or alteration to this Agreement must be in writing and signed by all
<br /> Parties.
<br /> 17. Severability. To the extent permitted by law, a ruling by any court of
<br /> competent jurisdiction that any part or provision in this Agreement is invalid or unenforceable in
<br /> any respect shall not affect any other part or provision and this Agreement shall be construed as
<br /> if the invalid or unenforceable provisions had never been a part of the Agreement.
<br /> 18. Execution of Agreement. Each of the undersigned hereby represents and
<br /> warrants that he/she is authorized to execute this Agreement and fully understands the meaning,
<br /> consequences,effect and significance of this Agreement, and that this Agreement,when
<br /> executed,becomes a valid and binding obligation,enforceable in accordance with its terms..
<br /> 19. Miscellaneous. This Agreement shall be interpreted under the laws of the State
<br /> of California, and may be executed in counterparts,each of which shall be deemed to be an
<br /> original and of equal force and effect.
<br /> DM#59134 v:17 TRACY,CA-Shell accesslindemnity agreement
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