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<br /> 2. Permits. LCERT, at no expense to Chevron, shall obtain any and all permits, which
<br /> may be required for the continued existence of the-Wells transferred under this Agreement
<br /> according to Local, County, and State ordinances that pertain to the monitoring wells.
<br /> 3. Execution of Agreement. Each of the undersigned hereby represents and warrants
<br /> that it is authorized to execute this Agreement on behalf of the respective parties to the
<br /> Agreement and that this Agreement, when executed by those parties, shall become a valid and
<br /> binding obligation, enforceable in accordance with its terms. Chevron further represents and
<br /> warrants that it has full authority to transfer ownership of the monitoring wells to LCERT.
<br /> 4. Assignment,Successor, and Assigns.This Agreement may not be assigned by either
<br /> party without the express written consent of the other party. This Agreement shall be binding
<br /> upon and shall inure to the benefit of the parties' respective representatives, successors, heirs,
<br /> and, with consent,assigns.
<br /> 5. Well Condition. LCERT acknowledges that the structural integrity of the Wells was
<br /> evaluated by experienced field staff sounding the depth of the Wells prior to the Date of
<br /> Transfer, and which LCERT had the opportunity to observe but elected not to observe such
<br /> evaluation. LCERT acknowledges that it received and reviewed the conclusions of such
<br /> evaluation, a copy of which is attached hereto as Exhibit A. LCERT accepts the Wells in "AS
<br /> IS" and"WHERE IS"condition as represented on Exhibit A.
<br /> 6. Indemnity. LCERT agrees to indemnify, and hold harmless Chevron, its partners,
<br /> owners, officers, directors, shareholders, employees,agents,insurers,representatives, successors,
<br /> and assigns from (i) any and all costs, liabilities, losses, claims, or demands, arising out of or
<br /> relating to LCERT's ownership, maintenance or operation of the Wells, including the
<br /> exacerbation of any existing petroleum hydrocarbon or volatile organic compound contamination
<br /> after the Date of Transfer;(ii) any and all costs, liabilities, losses,claims,or demands, arising out
<br /> of or relating to the physical condition of the Wells after the Date of Transfer,and (iii) any and
<br /> all costs, liabilities, losses, claims or demands relating to the validity or quality of data collected
<br /> from the Wells after the Date of Transfer.
<br /> 7. Release. LCERT further releases and forever discharges Chevron from any and all
<br /> liabilities, claims, lawsuits, damages, and losses (collectively "Losses") that LCERT has or may
<br /> have in the future arising out of or in any way related to physical condition of the Wells,
<br /> including but not limited to any claims regarding the (i) physical characteristics of the Wells,
<br /> (such as the well construction, well drilling, well casing, and/or well screening), and (ii) the
<br /> physical condition of the Wells before, at or after the Date of Transfer, including but not limited
<br /> to any claims relating to the validity or quality of data collected therefrom; except that this
<br /> 10193&1.3 2
<br /> Well Transfer Agreement 9-6171
<br /> (EPG Rev.8104109)
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