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WELL TRANSFER AND ACCESS AGREEMENT THIS IS AN AGREEMENT between the Stockton Charter Way Commingled Plume (CP#0057) Responsible Parties: CHEVRON U.S.A. INC., a Pennsylvania corporation, Equilon Enterprises LLC, dba, Shell Oil Products US, BP West Coast Products, LLP, and Sara Lee Bakery Group (hereinafter "Responsible Parties"), and Mr. Tim Kong (hereinafter "Property Owner"). WHEREAS, Property Owner is the owner and/or is in control of four (4) groundwater monitoring wells identified as MW-6, MW-8, MW-9, and MW-15 (the "Wells"), located on the parcel designated as APN#16503010 located at 1426 South Lincoln Street, Stockton, California (MW-6, MW-8, and MW-9)and APN#16503011 located at 1516 South Lincoln Street, Stockton, California(MW-15), and more particularly identified on"Exhibit A"attached hereto; WHEREAS. Property Owner is the current title holder of the real property identified as APN#16503410 and located at 1426 South Lincoln Street, Stockton, California; WHEREAS, the California Regional Water Quality Control Board, Central Valley Region (the "Agency") has requested that the Property Owner transfer the Wells to the Responsible Parties; WHEREAS,the Agency has recommended that Responsible Parties sample and maintain the Wells as part of their on-going environmental investigation of the Responsible Parties' properties located at 1444 Lincoln Street S., 440 Charter Way W., 441 Charter Way W., and 508 Charter Way W., Stockton, CA; WHEREAS, the Responsible Parties desire to acquire ownership of and access to the Wells, in order to comply with the Agency recommendation; and WHEREAS, the Property Owner desires to transfer ownership of the Wells to the Responsible Parties and allow access to the Wells located on the property under his control and ownership at 1426 South Lincoln Street, Stockton,California. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Property Owner and the Responsible Parties agree as follows: 1. Ownership. The Property Owner transfers ownership to the Responsible Parties and the Responsible Parties accept ownership of the Wells. The Responsible Parties assume responsibility for all maintenance and final disconnection/abandonment of the Wells wherever located. As between the Responsible Parties and the Property Owner, the Responsible Parties 1