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%18/03/2003 11:20 FAX 2099377030 LJ 002 <br /> r <br /> INDEMNIFICATION AND ACCESS AGREEMENT <br /> (CSUS Stockton Campus) <br /> This Indemnification and Access Agreement is entered into on the last date set forth below, by <br /> and between the Grupe Commercial Company (the "Owners Representative"), and the Stockton <br /> Unified School District, a California public school district organized and operating under the <br /> laws of the State of California (the "District"), and is based on the following facts and <br /> assumptions- <br /> WHEREAS, Owners representative controls certain real property located within the <br /> boundaries of the District located south of Harding Way, east of California Street, west of <br /> Southern Pacific Railroad Tracks, and north of Park Street, Stockton, California APN 134-210- <br /> 04(the"Property"); and <br /> WHEREAS, the District is evaluating the Property for the purpose of locating an <br /> educational facility thereon; and <br /> WHEREAS, as part of such evaluation, the District seeks, at its sole cost, to conduct <br /> certain testing on the Property for purposes of seeking mandatory approval of the Property by the <br /> Department of Toxic Substances Control C DTSC'); and <br /> WHEREAS, the District seeks authorization from Owners Representative to gain access <br /> to the Property in exchange for the commitments on the part of the District described below; and <br /> WHEREAS, Owners Representative intends to convey to the District a right of access to <br /> the Property for the purposes of conducting testing and survey work. <br /> NOW, THEREFORE, Owners Representative and the District hereby agree as <br /> follows: <br /> Section 1. The above recitals are true and correct. <br /> Section 2. Owners Representative hereby grants to the District on its behalf and on <br /> behalf of the District's officers, employees and authorized agents a revocable license to gain <br /> access to the Property during normal business working hours for the limited purpose of <br /> conducting such studies, surveys and evaluations as the District, within its discretion,determines <br /> are necessary for evaluating the Property for use as a school site, including necessary testing for <br /> seeking DTSC approval. <br /> Section 3. District shall provide written notice of its intent to enter the Property at <br /> least 48 hours prior to entering the Property. <br /> Section 4. The District shall indemnify and hold the Grupe Commercial Company, <br /> its officers, directors and stockholders harmless from any and all claims, demands, damages, <br /> lawsuits, actions, liabilities, causes of action, and judgments which they may be required to pay <br /> by reason of any damages, consequential damage, interfere, injury, or death to any person, <br />