9384357*9384357*

005061

(b) (6)(b) (6)

of Nueces County, Texas, which action involved claims related to contamination of the Properties and which action was resolved by settlement as reflected in the "Full and Final Release, Settlement, and Indemnification Agreement" executed in 2006 ("Settlement Agreement");

NOW, THEREFORE, in consideration of the mutual covenants, obligations and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the patties agree as follows:

1. The above recitals are true and correct and made a part hereof.

2. Grantor, on behalf of itself and its tenants, do hereby grant to Grantees, their agents, employees and contractors, the right to access and non-exclusive use of its Properties, for the purpose of conducting the Work (as defined in paragraph 4, below).

3. The term of this Agreement shall commence on the effective date of this Agreement and shall continue for as long as Grantees are obligated under the AOC or other agreements with or orders by EPA to perform Work that necessitates access to the Properties. Upon conclusion of the Work, the Grantees may need access to perform remediation or other activities, in which case this Agreement will be re-negotiated and amended to allow for that activity.

4. The term "Work" shall include without limitation the following activities:

(a) All remedial investigation and feasibility work necessitated by the AOC and its associated SOW that the Grantees m·e obligated to perform pursuant to the AOC and the SOW, including without limitation:

(i) surveying; (ii) sampling of soil, groundwater, surface water and air; (iii) installation of temporary or permanent groundwater monitoring,

recovery or treatment wells (and their ancillary equipment) or other means to collect information about the surface and subsurface conditions on the Properties~

(iv) short-term storage of materials required to conduct the Work; (v) placement of equipment, security structures and an temporary office

trailer on the Properties; and (vi) any additional activities at the sole discretion of the Grantees that is

deemed necessary by Grantees or the USEP A to undertake and complete in conjunction with Grantees obligations associated with the AOC work;

Site Investigation Agreement 2 of 6

005062

(b) All reasonable access, parking, temporary storage, transport and use of vehicles, equipment, material and personnel over, across, and under the Properties necessary to accomplish the tasks associated with or emanating from the AOC or Grantees' obligations associated with the Site.

5. Grantees acknowledge that the Grantor has provided to Grantees its site plats and drawings, that such documents do not ret1ect as built realities. and that Grantees and their contractors will not rely on Grantor or documentation provided by Grantor.

6. All Work shall be completed in a manner that complies with all applicable regulations, guidelines or other legal requirements.

7. Entering into this Agreement creates no independent requirement for the Grantees to conduct the tasks associated with the AOC.

8. Grantees will provide Grantor with reasonable advance notice of entry prior to conducting any Work on the Properties, and will advise Grantor periodically about the scope of work being performed, including upcoming deliverables and progress towards its conclusion. To the extent feasible, each notice and advice shall be given with at least two weeks advance notice

9. Upon completion of the Work, Grantees shall return those portions of the Properties disturbed or damaged during the performance of the Work. to a condition similar to that existing prior to the commencement of the Work, which shall include, without limitation and subject to EPA approval, the plugging and/or abandonment ofthe groundwater monitoring wells and soil borings installed on the Property in the manner required by the SOW.

10. Grantees have engaged URS Corporation as its lead contractor for the work, and URS is contractually obligated to carry certain types and levels of insurance for this project. Grantees are named as additional insureds on the URS insurance coverage. Upon execution of this Agreement, Grantees agree to have Grantor added as an additional named insured to the lead contractor's insurance coverage for the project with fifteen day notice of cancellation to Grantor.

11. Grantees shall take such steps as are reasonably necessary to minimize interference with Grantor's and its tenants' use of the Properties during the performance of the Work. Grantees shall determine the location of any proposed soil borings, groundwater monitoring wells, and other such actions and advise Grantor's representative of this information in advance of the Work.

12. The undersigned specifically represent that they are authorized to execute this Agreement and that the parties have the rights and capacities to perfonn the acts contemplated by this Agreement.

Site Investigation Agreement 3 of6

005063

13. All notices, requests, demands and other communications required under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, or sent by telex or telecopy, or sent by United States maiL first class, registered or certified, return receipt requested, with proper postage prepaid, in each case addressed as follows:

Grantees:

Grantor:

Mr. Roberto Puga Project Navigator, Ltd. One Pointe Drive. Suite 320 Brea, CA 92821

Mr. John Eldridge Haynes and Boone. LLP 1221 McKi1mey St .• 21 00 Houston, TX 7701 0

Utility Trailer Sales of South-East Texas, Inc.

Houston, TX 77226

I 4. This Agreement may be extended, modified, assigned or terminated by a written amendment signed by Grantor and Grantees; shall be governed by the laws of the State of Texas; is the complete agreement between the parties; shall be interpreted so far as possible to give validity and force to accomplish the overall purposes expressed in it~ and may be executed in any number of cow1terparts, each deemed to be an original.

15. Grantor and Grantees agree that any statute of limitations on any cause of action relating to the contamination that Grantor or Grantees may have arising under this Agreement or any other agreement, contract, lease, statute or common law shall be tolled for the term of this Agreement.

16. This Agreement shall be deemed to be effective as of the date it is executed below.

17. If any Grantee or Grantor believes that the terms of this Agreement have been breached, that party shall provide notice of such per tllis Agreement. The parties shall confer and will seek to resolve the complaints informally or through mediation prior to initiating any legal action.

18. This Agreement shall not constitute a compronlise of any claims by Grantor or Grantees against each other or against any other persons or entities not parties to this Agreement, including claims for recovery of response costs or any other costs associated with the Brine Site, including performance of the Work. all such claims being expressly reserved.

19. This Agreement shall be effective on the date it is fully executed by the Grantor and Grantees.

Site Investigation Agreement 4 of6

005064

(b) (6)

!}~ Date

~~0 Date

Site Investigation Agreement

~ ignawre: Numc (print): Iitie: ~l-fl ;~ Company: Utility 1 railer Sales of South-F.ast Texas, Inc. Address:

Signature: Name (print): ~kr~ 6· ~ ... Title: i«i ~l ,Jhj~~~tDc,_U~ Pt fv.C f ~ Company: Anadarl..o E&P Company, I r Address: --- ------------

Signature: _Q~ Name{print): ~~ _ Title: fr,~c•r• f

1 fr•j4C'et N...v~.cf..,~~ /:, t.L,.((' of

Company: ConocoPhillips Company

Address: - -------------

Signature: _ Q£_/(~ N~mc (print): T i~ e.._ ~"J ... T1tlc: 'Pri!\Cip..I •. Prti~d ~vijcfor; lf~. ~pdc.ff' 1 Company: Sunoco. Inc (R&M) Address: --------- -----

5 of6

005065

(b) (6)(b) (6)

Address: ----------------------------

Date Signature: --::~c-----:--­Name (print · ~""'" +- c;. ~"r I itlc: !'ri~-._c1f!'i,J'~ · Aibr-) (4,l "" k/...,((' r( Ccllnpan) : Tc;-..aco. Inc. Address:

---------~

Dale

Com ran) : I less Corporal ion Address: ____ _

li-83870CJ 1.00(' Rev. 8-3 1- 10 m l

Site Investigation Agreement 6 of6

005066

0

012100010100

.. .. .... ·· ...

LEGEND

rn PARCB. BOI.t<DARY

CJ SUB.ECT PROPERTY BOliiiOARY

@ GIWITEE REFERENCE

00000000000 TAX IO RXXXXX PARCB.NO

LOTXXXX LOT AND BLOCK OWNER(S) OWNERSHIP

r 0 300

FEET

7200900050

027201410950

········ ..

600

021201410501 R374717

35.99 AC OUT OF 1R 5 KINNEY LAHOS UTIUTY TRALER SALES

.. ... :) ...... ··················

······ .... ············ ..

EXHIBIT A

027201410500 Rl85845

AGA PROPERTIES

BOOMERANG

® 288200010070

R351980 LOT 6 BLK 1

~

TEXAS DEPARllENT a= : 'TRANSPORTATlON :

. .......

. . . .

027201410600 Rl85840

6.311 AC OUT OF TR 6 KI~EY LANDS CAM:RON COMMERCIAL

027201410«150

.,,.

TO SITE INVESTIGATION ACCESS AGREEMENT GRANTOR: UTILITY TRAILER SALES

0272<>

'"

511 5

516000000100

Revised 8-18-10 - All locations approximate. Compiled from Nueces County Tax Roles. A ~ - PROJECT ., v-- NAVIOAJltR, LTD~

005067