|
A .f'F.SS AND MPMNiTV ACRFRA.tti"*
<br /> THIS ACCESS AND INDEMNITY AGREEMENT is made and entered into as of
<br /> April /�1999, among BRIDGESTONEfMESTONE,:INC. ("BFs"), SuM Limited, a California
<br /> Limited Partnership ("Slaty" and, collectively with BFS"referred to herein as "Licensor"), and Union Oil
<br /> Company of California ("Licensee").
<br /> RECTrALS
<br /> A. Sony owns and BFS leases the parcel of real property located at 5545 Pacific
<br /> Avenue, Stock-ton, California (the "Property").
<br /> B. Licensee desires to have ac=to the Property for purposes of conducting certain
<br /> investigations with respect to the prose=of petroleum hydrocarbons and/or other "Hazardous Materials"
<br /> as defined herein in the soil and/or groundwater at and/or beneath a portion of the Property, and Licensor
<br /> desires to permit such access on a non-exclusive basis.
<br /> NOW THEREFORE, in consideration of the mutual covenants and agreements described
<br /> below, and for good and valuable consideration, receipt of which is hereby acknowledged, it is agreed:
<br /> 1. Access. Ucensor hereby grants Licensee and its agents, consultants, contractors
<br /> and subconrra=rs (collectively its "Representatives") reasonable non-exclusive access to the Property for
<br /> the sole purpose of allowing Licensee to take soil samples and to install and periodically sample _
<br /> groundwater monitoring wells on the Property, as more particularly described In Licensee's Work Plan
<br /> and Well Installation Map attached hereto asExhibit '.A" (the "Investigation').
<br /> 2 Permits, Licensee shall obtain, at its own expense, and prior to any access to the
<br /> Property by Licenses and/or its Representatives all necessary permits and authorizations of whatever nature
<br /> from any and all governmental agencies. In connection therewith, Licensee will comply and will cause
<br /> Its Representatives to comply with all applicable federal, state and local laws, regulations, permits, permit
<br /> conditions, standards, directives, guidelines, and judicial and administrative orders and decrees, including
<br /> but not limited to those directly applicable to the Investigadon, currently existing and as amended, enacted,
<br /> Issued or adopted in the future (collectively. Laws")
<br /> 3 Investigation. (a) Licensee must obtain Licensor's prior written consent to any
<br /> changes in the Work Plan and Well Installation Map attached hereto as Exhibit "A", insofar as any such
<br /> change relates to the conduct of the Investigation. Licensor shall have the right, but not the obligation,
<br /> In Its sole discretion, to participate in Licensee's meetings and communications with governmental
<br /> authorities concerning the presence of, and the standards with which Licensee must comply in reporting
<br /> or remediating, any petroleum hydrocarbons.andfor other.Hazardous Materials present in, on, under or
<br /> about the Property.
<br /> (b) Throughout the term of thii Agreement, Licensee shall disclose and furnish copies
<br /> to Licensor of: (i) all results (including all technical data and laboratory reports) of any sampling and
<br /> analytical tests performed in the course of:the._:lnvestigatlon; (11) all evaluations, technical data and
<br /> analyses, final reports, and recommendations of LicenseC's environmental consultant relating to the
<br /> presence of petroleum hydrocarbons or other Hazardous.Materials in, on, nr under the Property; and (ill)
<br /> all plans, permits, registrations, approvals, orders, notices (including notices of violation and notices to
<br /> comply), Inquiries, directives, guidelines, standards, reports (routine and nonroutine), and odor
<br />
|