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05/04/2001 13:37 916-786-0366 LFR GRANITE BAY PAGE 03 <br /> ACCESS AGREEMENT <br /> This Access Agreement(this"Agreement")is made and entered into as of April 30, 2001, <br /> by and between SFPP,L.P.,a Delaware limited partnership('SFPP'),and SUPPORT <br /> TERMINALS OPERATING PARTNERSHIP,L.P., a Delaware limited partnership("ST") <br /> ("Crrantor'l each of which is sometimes herein described as a"Party" and both of which are <br /> sometimes herein described as the "Parties.",with reference to the following facts: <br /> A. Grantor owns that certain parcel of real property located in the City of Stockton,County <br /> of San Joaquin, Califomis,'known as assessor parcel number 145-030-010 and more particularly <br /> described on Extubit A attached hereto and made a part hereof(the"Property"). <br /> B. SFPP has been required by the State of California Regional Water Quality Control <br /> Board("RWQC13")to install monitoring wells and undertake other activities(collectively,the <br /> "Work')on the Property. <br /> C. To perform the Work,SFPP requires access to the Property. To allow SFPP to <br /> perform the Work, Grantor agrees to permit SFPP access to the Property. <br /> NOW,THEREFORE,for good and valuable consideration,the receipt and adequacy of <br /> which are hereby acknowledged,the parties hereto agree as follows: <br /> 1. Grant of Access. Grantor hereby grants SFPP,its subsidiaries, affiliates,employees, <br /> agents,representatives,contractors,and subcontractors, and all of their successors and assigns <br /> the non-exclusive right to enter upon the Property and conduct any and all activities necessary in <br /> SFPP's sole good faith judgment to perform the Work as may be required from time to time by <br /> the RWQCB. <br /> 2. Ownerslriu of Property. Grantor represents and warrants that Grantor possesses <br /> ownership interests in the Property sufficient to grant access to SFPP to conduct the Work. <br /> 3. Use of Property. <br /> 3.1. Non-Interference. SFPP and ST shall exercise good-faith efforts to the extent <br /> practicable and consistent with sound monitoring practices to cooperate with each other with <br /> respect to the location of SFPP's Monitoring Activities and equipment at the Terminal so as to <br /> reasonably minimize any interference with the conduct of ST's business at the Terminal. In <br /> undertaking its Monitoring Activities at the Terminal,SFPP shall endeavor not to interfere with <br /> or disrupt ST's intended operation of the Terminal. SFPP shall exercise all reasonable efforts to <br /> minimize impairment of ST's operation of the Terminal. <br /> 3.2. Constt'ttetion Activiitaies by SFPP. For other than routine Monitoring <br /> Activities, SFPP shall notify ST, not less than sixty(60)days in advance of any planned major <br /> construction activities that reasonably could be expected to affect the Terminal,including details <br /> of such activities as ST may request_ ST will have thirty(30)days to review SFPP's major work <br />