|
EXT;BIT A
<br />SS# 2385
<br />5195 NW 142nd Avenue, Ramsey, MN
<br />Release and Right -of -Entry
<br />26-884 (3-94) E
<br />KNOW ALL MEN BY THESE PRESENTS THAT:
<br />WHEREAS, BP Products North America Inc., a Maryland corporation, f/k/a Amoco 011 Company ("Seller"), with offices at 4101
<br />Winfield Road, Warrenville, Illinois 60555 :and the OF RAMSEY, a Minnesota municipal corporation ("Purchaser"),
<br />whose address is 15153 Nowthen Boulevetd N.W., Ramsey,:Minnesota 55303, entered into a Real Estate Sales Contract
<br />1
<br />dated March , 2005, (the "Contract"),: dovering.cartain reel estate and the improvements thereon described as set forth in
<br />Attachment #1 annexed hereto and made ajpartherepf i(the "Property"); and
<br />WHEREAS, Seller has agreed to sell and •ajssign, and Purcha4r has agreed to purchase and accept the Property "as is" in its
<br />present condition without any representations or,warranfies regarding its fitness for any purpose; and
<br />WHEREAS, Seller has provided to Purchaser a copy of; the environm ental assessment performed by or at the request of Seller,
<br />as set forth in the Contract; and '
<br />WHEREAS, Seller has further provided to P,urchaier a¢ces0 to and the opportunity to inspect the Property and to perform such
<br />soil, groundwater or other tests Upon the Property as Purchaser`deemed necessary or appropriate; and
<br />WHEREAS, Seller has performed certaitli ehvironme)ital : assessment, monitoring and remediation measures to address
<br />hydrocarbon contamination, if any, of the Rrldperty resulting 'fret Seller's use prior to the date of transfer of title, and Purchaser
<br />has agreed to assume all responsibility and nfability_for ejny and ell hydrocarbons or other contaminants or regulated substances
<br />which occur after the date of transfer of title;isnd _
<br />WHEREAS, Purchaser and Seller desire to; provide a' contirtuing right of access to the Property to allow Seller to perform
<br />assessment, monitoring and remediation mejesures.aftei' conveyance of the Property.
<br />NOW, THEREFORE, in consideration of the mutual. covenants :of the parties herein and as set forth in the Contract, the terms
<br />of which are by this reference incorporated in;full herein;
<br />1. Pursuant to the Contract, as. of the dated transfer Otitle, Purchaser expressly (i) assumed all responsibility and liability for
<br />compliance with all environmental laws an i regutaIoris'and fer any environmental assessment, inspection, monitoring and
<br />remediation relating to or resulting from,P chaser's_ u'�Se-of tIe.Property; (ii) agreed at Seller's request, to provide to Seller
<br />assurance of compliance with all environ ntalilawsiartd'regulations, including but not limited to the results of all future
<br />environmental tests and sampling data; lilt) 0reed-tv. promptlyi notify Seller -of all leaks; spills or releases of hydrocarbons or
<br />other regulated substances which occur crrpf.Wliicfi'P)Jrctiase'r becomes aware, and (iv) agreed to permit Seller to perform
<br />product tracing and other reasonable taste end procedures' 4uiing the period of any assessment or remediation activities by
<br />Seller, it being the intent of the :parties th. ;Purdf)asers .Hall 'be responsible and liable for any and all releases which occur
<br />subsequent to the date of transfer -of title. , mrrierlcirig'On the dated transfer of title„the Purchaser, for themselves and on
<br />behalf of their agents, employees, heirs, pertonal representatives, grantees, successors • and assigns (collectively the
<br />"Purchaser Indemnifying Parties") agreeifo indernnify:and .hold harmless Seller, its parent, affiliates and each of their
<br />respective agents, employees, officers, direretors. shareholdets, successor and assigns (collectively the "Indemnified Seller
<br />Parties") from and against all claims, den nds, cfmabes, losses, liabilities, judgments, penalties, suits, actions, costs and
<br />expenses (including consultants' and attorneys' fees) arising frbrn: (x) all contamination of the Property occurring after the date
<br />hereof; (y) any activity of Purchaser Indem iifyirig Parties which aggravates any existing contamination; or (z) any activity of
<br />Purchaser Indemnifying Parties which trig Ors neW: r$niediatl`on or cleanup obligations of Seller with respect to existing
<br />contamination or makes Seller's remediatton;dr cleanup.aotivitieS or obligations more difficult or expensive. •
<br />2. Purchaser, collectively, and jointly and,$everally, for themselves and on behalf of Purchaser Indemnifying Parties, and all
<br />persons claiming by, through or: under Purehasef,.hereby retee se.and forever discharge Indemnified Seller Parties from all
<br />claims, demands, losses, liabilities, judgment,:penalties, su,tst_ actions, costs and expenses whatsoever, that may now exist or
<br />hereafter accrue with respect to rontaminatIO of the. Prnperty;existing at the time of transfer of title or occurring after the date
<br />of transfer of title; and further covenant Op agree : t . forever refrain and desist from instituting or asserting against the
<br />Indemnified Seller Parties, any claim, demahld, action o_r SUit whatsoever, either directly or indirectly, arising or resulting from
<br />
|