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subcontractors of the provisions of this Agreement.
<br /> 5. Miscellaneous Provisions.
<br /> a. Risk of Loss. Shell shall be solely responsible for, and assumes all liability and
<br /> risk for, the safety and protection (against damage, destruction, theft or
<br /> vandalism) of any equipment, vehicles, building materials and/or other personal
<br /> property used, stored, parked or left on the Property by Shell or its agents,
<br /> employees, representatives, contractors or consultants, or any injury to any third
<br /> party resulting from such equipment, vehicles, building materials and/or other
<br /> personal property used, stored, parked or left on the Property by Shell or its
<br /> agents, employees, representatives,contractors or consultants.
<br /> b. Waiver and Release of Injury Incurred by Shell. Shell, and anyone claiming by,
<br /> through, or under Shell, hereby waives its right to recover from and fully and
<br /> irrevocably releases Machado and Global, their affiliate organizations and
<br /> entities, and each of their partners, members, managers, officers, directors,
<br /> shareholders, agents, representatives, employees and all of their respective
<br /> successors and assigns (collectively, the"Released Parties," and each a"Released
<br /> Party") from any and all claims that Shell (or anyone claiming by, through, or
<br /> under Shell) may now have or hereafter acquire against any of the Released
<br /> Parties for any claims, costs, loss, liability, damage, expenses, demand, action or
<br /> cause of action arising from or related to personal injury or property damage
<br /> incurred by Shell (or Shell's employees, contractors, agents, representatives
<br /> and/or consultants) as a result of or in any way related to: (i) Shell's entry onto the
<br /> Property; (ii) Work performed on the Property; or (iii) any construction defects,
<br /> property defects, or other conditions, latent or otherwise, including environmental
<br /> conditions and matters on the Property. The foregoing waiver and release shall
<br /> not apply to claims based upon the gross negligence or intentional wrongful acts
<br /> of any Released Party.
<br /> c. Termination of Right of Entry and Removal of Monitoring Wells. Shell's right of
<br /> entry and access under this Agreement shall terminate upon the earlier to occur
<br /> of. (i) completion of the Work; or (ii) sixty (60) days following delivery by
<br /> Machado and Global to Shell of a written notice terminating this Agreement.
<br /> Machado and Global acknowledge that any monitoring wells required to be
<br /> installed on the Property by a state, federal and/or local regulatory agency may
<br /> only be removed with the consent of the governmental regulatory agency which
<br /> approved and directed the installation of such monitoring wells, such that in the
<br /> event that Shell's right of entry is terminated, this right of entry shall be extended
<br /> for such reasonable time as is necessary to remove said monitoring wells after
<br /> regulatory approval authorizing such removal has been secured.
<br /> d. Choice of Laws, Venue. This Agreement, and the rights and liabilities of the
<br /> parties hereto, shall be governed by the laws of the State of California and any
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<br /> 200526-14.da c/F I NAU6.8.06
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