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Mr. Mel Ehrlich <br />March 8, 1994 <br />Page 2 <br />the environmental condition of the property in question, as well as for maintenance and <br />repair of the underground storage facilities on the property. I Your position is simply <br />incorrect. First, you are incorrect to assume that one agreement is depended upon the other <br />for full force and effect. The two agreements in fact are separate0 and distinct and do not <br />incorporate by reference the terms and conditions of the other agreement. It is clear that <br />each agreement, while related by the temporal element of execution, is separate and distinct <br />from the other and the terms and conditions of each are to be interpreted independent of <br />'one anathei. <br />The Agreement, as you know, was executed by our ;respective clients in order to <br />effectuate the upgrading of the underground facilities ("USTs") at the site. In consideration <br />of Ultramar replacing the USTs on the property and indemnifying your client from losses, <br />as defined in the Agreement, arising from the replacement of your clients' tanks, your client <br />expressly agreed to promptly reimburse Ultramar $55,000, .as its contractually agreed upon <br />contribution towards the cost of the USTs being removed `and replaced. Despite the fact <br />that Paragraph b of the Agreement, states that the subject docurn'ent is the entire agreement <br />of the parties, and thereby is a fully integrated agreement, and the fact that there is no <br />express indemnification of the nature you have suggested' incorporated into the Agreement, I <br />am perplexed by your insistence that your client materially -breach the Agreement by not <br />reimbursing Ultramar the $55,000 expressly owed to it, unless Ultramar modifies the Tank <br />Agreement in return for no additional consideration, by agreeing � to indemnify your client <br />for matters not contemplated under the Agreement. <br />Please be advised that Ultramar has fulfilled its responsibilities and obligations, and <br />stands ready, willing and able to meet any additional prospective obligations it may have <br />under the Agreement, including its compliance with the terms and conditions of Paragraph 4 <br />in the event it is duly notified of any Loss arising from the Work, as those terms are <br />defined by the AgreementIi Ultramar has not received y entby 1Vlaazch 15 1994'it`" <br />will have little choice but to initiate the appropriate legal action :necessary to compel your <br />clients' performance under the Agreement. <br />With respect to the Amendment to Lease and yours, client �s stated expectation that <br />Ultramar will hereafter respond to present and future requests by the County to perform <br />additional environmental work on the property, please be advis&—that Ultramar will fulfill <br />any and all obligations imposed upon it under the Amendment. l However, such obligations <br />indisputably do not include indemnifying and holding your client harmless for past <br />contamination which Ultramar did not assume responsibility. As you quoted in your letter, <br />WP5 JWIOTJa NIVMWLTR <br />