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ACCESS AND INDEMNITY AGREEMENT <br /> FLORAL AND 99, LP ("Owner") and WESTERN DENTAL SERVICES, INC. ("Tenant") <br /> hereby authorize EQUILON ENTERPRISES LLC DBA SHELL OIL PRODUCTS US <br /> ("Equilon") and its environmental consultants (one or more independent contractors hired by <br /> Equilon,together with their subcontractors)to enter certain real property commonly known as 434 <br /> E Dr Martin Luther King Jr Boulevard, Stockton California, (APN 167-150-310-000), hereinafter <br /> referred to as the "Property", for performance of an environmental investigation and remediation <br /> of hazardous materials that may be attributable to Equilon's former operations at the Property(the <br /> "Release"). Owner and Tenant shall each be referred to as a "Licensor" and collectively as the <br /> "Licensors,"and Owner, Tenant and Equilon shall be collectively referred to as the "Parties,"or <br /> individually as a "Party." The environmental matter has been assigned Case Number 392004 by <br /> the California Regional Water Quality Control Board, Central Valley Region(the"Agency")and <br /> access to the Property is granted on the following conditions: <br /> 1. Effective Date. This Access and Indemnity Agreement ( "Agreement") will become <br /> effective when Owner obtains title to the Property as evidenced by a legally valid closing. <br /> 2. Grant of License. Licensors hereby grant a nonexclusive revocable license from the date <br /> of this Agreement to Equilon, its employees, authorized agents, consultants, and contractors to <br /> enter the Property to perform groundwater monitoring, monitoring well installations and <br /> abandonments,tests, inspections,borings,engineering studies,surveys,appraisals,environmental <br /> studies, remediation operations, and/or other activities (collectively the "Work"); the scope and <br /> extent of the Work shall be within the sole discretion of Equilon, consistent with any applicable <br /> federal, state, and local requirements to address the Release and the other requirements of this <br /> Agreement. This Agreement is intended and shall be construed only as a temporary license to <br /> enter and conduct the Work upon the Property and not a grant of easement or any other interest in <br /> the Property. This Agreement will terminate when the Work has been completed and Equilon has <br /> met all its obligations under this Agreement, including the abandoning of the monitoring wells. <br /> 3. Authority. Licensors represent that to the best of their knowledge they have the sole and <br /> exclusive right to grant access to the Property. <br /> 4. Cost of Work. Equilon will perform the Work at its sole cost and expense, and will not <br /> allow any mechanic's liens to be placed on the Property because of the Work. Further, Equilon, <br /> with the reasonable cooperation of Licensors but at no expense to Licensors, shall obtain all <br /> permits that may be required for the Work it conducts under this Agreement. <br /> 5. Periodic Reports and Owner Participation. Reports submitted to the Agency outlining the <br /> results of Equilon's Work performed pursuant to this Agreement will be uploaded to the Agency's <br /> GeoTracker website and Licensors may access the reports at the following link: <br /> 1_ittp://geotracker.waterboards.ca.gov/profile report? lg obal id=T10000011180. <br /> 6. Notice. Licensors will be notified seven(7)days in advance of the schedule and scope for <br /> the Work planned at the Property, including a description of any activities that could disrupt <br /> Licensors's use or development of the Property. <br /> 1 <br />