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<br /> Safe Drinking Water and Toxic Enforcement Act of 1986(Proposition 65); and Title 22 of the
<br /> California Code of Regulations, Division 4, Chapter 30.
<br /> All costs, expenses, liabilities or charges incurred or relating to the performance of any
<br /> Work shall be borne solely by Shell. In performing the Work,neither Shell nor its employees,
<br /> agents, contractors, subcontractors, consultants and/or representatives shall interfere with the
<br /> activities of Trimark or any other activities on the Property, including,but not limited to, farming
<br /> operations or construction and/or development activities on the Property.
<br /> Shell, and its agents, employees,representatives,consultants, contractors and
<br /> subcontractors, shall at all times fully comply with all laws,regulations,rules and orders
<br /> applicable to the Property or the activities of Shell,whether now existing or hereafter enacted,by
<br /> any federal, state or local governmental authority or agency having jurisdiction over the Property
<br /> or conditions existing on the Property. Neither Shell nor any employees, agents,contractors,
<br /> subcontractors, consultants and/or representatives of Shell, shall commence or conduct any Work
<br /> on the Property without first having obtained any and all permits and approvals required for such
<br /> work/activity by any governmental entity,and shall strictly comply with the terms and conditions
<br /> of such permits and approvals.
<br /> 2. (a) Shell shall use best efforts to perform and complete all Work by no later
<br /> than October 15,2006, in accordance with written work plans that have been reviewed and
<br /> approved in writing by Shell,Trimark and Shea prior to implementation and prior to distribution
<br /> of said plans to any local, state or federal agency,which approvals shall not be unreasonably
<br /> withheld by Shell,Trimark or Shea. Upon commencement of the Work, Shell shall provide
<br /> monthly written progress reports to Shea and Trimark on the performance and implementation of
<br /> the Work. If,despite Shell's best efforts, Shea and Trimark find that steady progress is not being
<br /> made to provide for completion of the Work by October 15,2006, Shea, Trimark and a designee
<br /> of Shell shall confer to propose and discuss feasible options for expediting the Work so that it
<br /> can be completed by October 15,2006.
<br /> (b) Shell shall perform the Work to a standard that will: (i) leave the Property
<br /> suitable for unrestricted land uses, including,without limitation,residential single-family
<br /> detached homes,schools,day cares, hospitals,and other similar sensitive uses; (ii)meet cleanup
<br /> standards for residential and similar sensitive uses(e.g. schools, day care,hospital) acceptable to
<br /> the Department of Toxic Substances Control("DTSC");and (iii)meet cleanup standards
<br /> acceptable to the Regional Water Quality Control Board,Central Valley Region("Water Board")
<br /> for groundwater. Shell shall use best efforts to assist Trimark and Shea in obtaining"no further
<br /> action" letters from(i)DTSC with respect to the high school site and any other areas over which
<br /> it asserts jurisdiction at the Property and(ii)from the Water Board with respect to the Property.
<br /> (c) Shell acknowledges that Shea may incur consulting and technical costs to
<br /> obtain approval from DTSC for remediation of the high school site at the Property following
<br /> completion of the Work. Shell agrees that it will reimburse Shea for commercially reasonable
<br /> costs to obtain(i)DTSC approval for investigation and cleanup of the high school site under
<br /> Section 17210 et seq. of the California Education Code and(ii) DTSC certification stating that
<br /> all response actions necessary to ensure that Hazardous Materials at the high school site no
<br /> Site Access Agreement(Mountain House-Neighborhood C&D)
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