Item 10 - Agreement Conoco Phillips
AGENDA REPORT SUMMARit(rY14,20
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FROM:
Honorable Chairman and Members of the Redevelopment Agenc
James L. Bowersox, Executive Dire~ .-
Deborah Johnson, Assistant Executive Director ~
January 18, 2005
TO:
INITIATED BY:
DATE:
SUBJECT:
Environmental Tolling, Indemnification and Access Agreement between ConocoPhillips
and the Poway Redevelopment Agency
ABSTRACT
On October 5, 2004, the Agency acquired property located on Twin Peaks Road (APN 321-190-28) for the
purpose of redeveloping the site with moderate-income, single-family ownership housing. Prior to acquiring
the property, the Agency commissioned Environmental Business Solutions to conduct Phase I and Phase II
Environmental Assessments. The Phase II Environmental Site Assessment showed that the groundwater
underneath the western portion of the site is impacted with petroleum hydrocarbons and other constituents
of gasoline from a gasoline release at an adjacent property. The entity responsible for this gasoline release
is ConocoPhillips. An agreement has been negotiated with ConcoPhillips to provide a time'ine and process
for ConocoPhillips to prepare and implement assessment and, if necessary, remedial action plans for the
adjacent site and the Agency's property.
ENVIRONMENTAL REVIEW
-None
FISCAL IMPACT
None
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
None
RECOMMENDATION
It is recommended that the Poway Redevelopment Agency authorize the Executive Director to execute
. the Environmental Tolling, Indemnification and Access Agreement between ConocoPhillips and the Poway
Redevelopment Agency.
ACTION
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CITY OF POWAY
AGENDA REPORT
TO:
Honorable Chair and Members of the Redevelopment Agency
James L. Bowersox, Executive Dire~
Deborah Johnson, Assistant Executive Directo"'\!-
Ingrid Alverde, Housing Program Manag~
January 18, 2005
FROM:
INITIATED BY:
DATE:
SUBJECT:
Environmental Tolling, Indemnification and Access Agreement
between ConocoPhillips and the Poway Redevelopment Agency
BACKGROUND
On October 5, 2004, the Agency acquired property located on Twin Peaks Road (APN
321-190-28) for the purpose of redeveloping the site with moderate-income, single-family
ownership housing. Prior to acquiring the property, the Agency commissioned
Environmental Business Solutions to conduct Phase I and Phase II Environmental
Assessments. The Phase II Environmental Assessment tested the property for residual
pesticides; the testing did not yield any significant findings of pesticides. The Phase II
Environmental Site Assessment showed that the groundwater underneath the westem
portion of the site is impacted with petroleum hydrocarbons and other constituents of
gasoline from a gasoline release at an adjacent property. The entity responsible for this
gasoline release is ConocoPhillips.
FINDINGS
The Phase II Environmental Site Assessment also included a soil vapor survey, and
concluded, based on the current data, that any vapors emanating from the groundwater
would not present a health risk to residents of the site. However, out of an abundance of
caution, Staff determined it prudent to take steps to ensure that ConocoPhillips would
proceed as necessary to assess and mitigate the adjacent site and the Agency's property to
ensure that the gasoline contaminants would not continue to migrate onto the Agency's
property.
With the assistance of the Agency's Special Legal Counsel, Staff negotiated the proposed
Environmental Tolling, Indemnification and Access Agreement with ConocoPhillips. The
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Poway Affordable Homeownership Program
January 18, 2005
Page 2
purpose of the Agreement is to provide a timeline and process for Conoco~hillips to
prepare and implement assessment and, if necessary, remedial action plans for the
adjacent site and the Agency's property. If at any time during the process the Agency
believes that ConocoPhillips' actions are insufficient to address the environmental issues at
the Agency's property, the Agency has the right to perform any necessary investigation and
remediation, and under the terms of the Agreement, ConocoPhillips has agreed to
reimburse the Agency for any costs it may incur to perform these tasks. This Agreement
also protects the Agency's rights under the Polanco Redevelopment Act. ACGOrdingly, if at
any time ConocoPhillips fails to fulfill its obligations under the Agreement, the Agency still
retains all of its rights and protections provided by the Polanco Redevelopment Act.
ENVIRONMENTAL REVIEW
This item is not subject to CEOA.
FISCAL IMPACT
None
PUBLIC NOTIFICATION AND CORRESPONDENCE
None
RECOMMENDATION
It is recommended that the Redevelopment Agency authorize the Executive Director to
execute the Environmental Tolling, Indemnification and Access Agreement between
ConocoPhillips and the Poway Redevelopment Agency
JLB:
ATTACHMENTS:
A) Environmental Tolling, Indemnification and Access Agreement between
ConocoPhillips and the Poway Redevelopment Agency
M:\Housing Share\AcquislUons\Chen acqulsition\indermificaUon plan staff report .doc
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ENVIRONMENTAL TOLLING, INDEMNIFICATION AND ACCESS AGREE~ENT
THIS ENVIRONMENTAL TOLLING, INDEMNIFICATION AND ACCESS AGREEMENT
(this "Agreement") is entered into this day of December, 2004 by and among
ConocoPhillips Company ("CONOCOPHILLlPS"), a Delaware corporation with its principal
place of business located at 600 North Dairy Ashford, Houston, Texas 77079 and Poway
Redevelopment Agency ("AGENCY"), located at 13325 Civic Center Drive, Poway, CA 92064.
The foregoing parties are collectively referred to herein as the "Parties".
Recitals
WHEREAS, AGENCY is the legal owner of all of that certain real property and all
improvements located thereon, generally located and being at Assessor Parcel Number 321-
190-28, Twin Peaks Road, Poway, CA 90264, which property is more fully described in
Appendix "A" attached hereto (the "Property"), and;
WHEREAS, CONOCOPHILLlPS owns and/or operates a Circle K store located at
14147 Twin Peaks Road, Poway, CA 92064 (the "CONOCOPHILLlPS Facility"), which is
adjacent to the Property and;
WHEREAS,the CONOCOPHILLlPS Facility has become subject to environmental
assessment, investigation, response and/or remediation (collectively "Environmental Work") due
to leaking underground storage tanks, and;
WHEREAS, CONOCOPHILLlPS, under authority and review of the County of San Diego
Department of Environmental Health ("DEW), has performed and continues to perform certain
Environmental Work, including the installation of monitoring wells on the Property, associated
with petroleum hydrocarbon contamination which occurred at the CONOCOPHILLlPS Facility
and was found and identified ("CONOCOPHILLlPS Caused Contamination"), and;
WHEREAS, the AGENCY or CONOCOPHILLlPS may deem it necessary, or be required
by the DEH to conduct certain Environmental Work at the Property, and;
WHEREAS, AGENCY is planning to redevelop the Property for several possible uses,
including development of single-family housing, and will likely transfer its interest in the Property
to developers and future residential owners, and;
WHEREAS, AGENCY or its assignees will likely incur costs to assess and remediate the
CONOCOPHILLlPS Caused Contamination at the Property as necessary for its future
redevelopment, and;
WHEREAS, AGENCY, and its assignees, desire reimbursement and an indemnity from
CONOCOPHILLlPS for certain matters arising from the CONOCOPHILLlPS Caused
Contamination and CONOCOPHILLlPS may desire the ability to obtain access to the Property
to perform Environmental Work, if and as needed, and;
WHEREAS, AGENCY agrees to toll its claims under the Polanco Redevelopment Act
unless and until such time as AGENCY deems that CONOCOPHILLlPS is failing to adequately
prepare or implement remedial action plans as necessary to clean up the Property for its
intended redevelopment.
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AGREEMENT
.-
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE FOREGOING and in the
interest of the Parties, the Parties hereby agree as follows:
1. ConocoPhillips' Indemnitv. CONOCOPHILLlPS expressly agrees to indemnify,
defend and hold harmless AGENCY and each of its successors, assigns, heirs, estates,
trustees and administrators including, but not limited to, any accredited financial lending
institution making a loan(s) with the Property being the security for such loan(s):
1.1 against and from all claims, loss, cost, damages, reasonable attorneys'
fees, liens or expenses arising out of the CONOCOPHILLlPS Caused Contamination, including
all costs that will be incurred by AGENCY in the course of redeveloping the Property due to the
CONOCOPHILLlPS Caused Contamination; i.e., all costs that would not have been incurred by
AGENCY but for the existence of the CONOCOPHILLlPS Caused Contamination. Such costs
include, but are not limited to, costs to prepare and seek approval of investigation and remedial
action plans, costs to implement such plans as necessary to receive a "No Further Action" or
similar closure document from the appropriate regulatory agency, oversight costs from the
appropriate regulatory agency, costs to install barrier extraction wells to prevent the further
migration of CONOCOPHILLlPS Caused Contamination to the Property, costs to install vapor
barriers underneath any future redevelopment, soil and groundwater vapor monitoring costs,
excavation costs, laboratory costs, transportation and disposal costs, reporting costs, and
ongoing monitoring costs (all of which the AGENCY has the option, but not the obligation, to
perform), and;
1.2 against and from any fine, penalty, sanction, damage, charges,
government orders and demands imposed for any violations of any law, ordinance, or regulation
arising out of, or attributable to said CONOCOPHILLlPS Caused Contamination, and;
1.3 against and from any and all claims, loss, cost, damage, liens, expense,
government orders and demands on or related to the Property caused by CONOCOPHILLlPS,
its employees, consultants, contractors or agents in implementing, monitoring or performing any
Environmental Work to remediate the CONOCOPHILLlPS Caused Contamination,
2. Other Contamination. In the event the Property is or becomes contaminated with
substances or materials (the "Other Contamination"), other than CONOCOPHILLlPS Caused
Contamination, the following shall apply:
2.1 AGENCY, or the assignee, shall be responsible for claims, loss, cost,
damage, liens, expense, government orders and demands on or to the Property arising from
contamination caused by the AGENCY or any third party (other than CONOCOPHILLlPS or any
of its predecessor or successor corporations or subsidiaries).
2.2 CONOCOPHILLlPS shall not be responsible for any investigation,
abatement, remediation or corrective action arising from the Other Contamination.
CONOCOPHILLlPS shall not be responsible for any investigation, abatement, remediation or
corrective action arising from contamination caused by the AGENCY or any third party.
2.3 AGENCY shall notify CONOCOPHILLlPS in writing within fifteen (15)
days of the occurrence or finding of Other Contamination.
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2.4 Both AGENCY and CONOCOPHILLlPS shall furnish copies of any
correspondence or plans to or from the DEH, or any governmental agency with jurisdiction over
any contamination at the Property, or correspondence with any third party with an interest in the
other Contamination, within fifteen (15) days of submission to or receipt from the governmental
agency or third party.
3. Prooertv Assessment. Remediation and Access.
3.1 Assessment of the CONOCOPHILLlPS Facility and Property.
3.1.1 The parties agree that assessment of the CONOCOPHILLlPS
Facility would be helpful to develop any necessary remedial action plan for the Property.
Accordingly, no later than December 10, 2004, AGENCY will provide a conceptual site plan of
the anticipated redevelopment of the Property, as well as the anticipated construction schedule.
Based on this information, CONOCOPHILLlPS will prepare a proposed assessment approach
and associated schedule for the CONOCOPHILLlPS Facility and Property (if necessary).
CONOCOPHILLlPS will submit such assessment proposal to the Agency at the earlier date of
January 31, 2005, or within forty-five (45) days of execution of this Agreement by the parties.
3.1.2 AGENCY reserves the right to review the proposed assessment
approach and associated schedule. AGENCY and CONOCOPHILLlPS agree to meet if
AGENCY believes the assessment approach and schedule are insufficient to address the
environmental issues facing the redevelopment project and/or will not accomplish such
assessment within the schedule necessary to accommodate the project.
3.1.3 If after meeting (as contemplated by Section 3.1.2)
CONOCOPHILLlPS and AGENCY cannot agree on the appropriate assessment approach and
schedule, AGENCY reserves the right to perform any and all Environmental Work as
contemplated by Section 1.1, Upon concluding the meeting contemplated by Section 3.1.2, the
AGENCY will document its intent with respect to which party will proceed with the
Environmental Work at the Property (either CONOCOPHILLlPS or the AGENCY) by letter.
3.1.4 If AGENCY agrees that CONOCOPHILLlPS should proceed with
the Environmental Work, the letter contemplated by Section 3.1.3 will document the expected
schedule to be followed by CONOCOPHILLlPS. AGENCY also has the right to approve all
consultants selected by CONOCOPHILLlPS for Environmental Work at the Property. If
CONOCOPHILLlPS fails to meet the expected schedule, or fails to perform the work
adequately, AGENCY reserves the right to step in and accomplish all Environmental Work.
Such letter agreement is not intended to change or modify the indemnity commitments
established by this Agreement. Regardless of which party proceeds with the environmental
work, all plans will be submitted to and approved by the County of San Diego Department of
Environmental Health.
3.2 Remediation of the CONOCOPHILLlPS Facility and Property.
3.2,1 Upon completion of the assessment work, CONOCOPHILLlPS and
the AGENCY will again meet to discuss the status of the technical redevelopment plans, and
the anticipated construction schedule. CONOCOPHILLlPS will have thirty (30) days from this
meeting to submit to the AGENCY a proposed remedial action plan for the CONOCOPHILLlPS
Facility and the Property. Such remedial action plan must be specifically designed to
accommodate the redevelopment project's needs and project schedules. AGENCY reserves
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the right to object to the plans if, in good faith, such plans conflict with, or do not sufficiently
address, the redevelopment plans and objectives. AGENCY also reserves the right to approve
all consultants selected by CONOCPHllllPS for Environmental Work at the Property.
3.2.2 AGENCY and CONOCOPHllllPS agree to meet if AGENCY
believes the remedial action plan and schedule are insufficient to address the environmental
issues facing the redevelopment project and/or will not accomplish the remediation effort within
the schedule necessary to accommodate the project.
3.2.3 If after meeting (as contemplated by Section 3.2.2)
CONOCOPHllllPS and AGENCY cannot agree on the appropriate remedial approach and
schedule, AGENCY reserves the right to perform any and all Environmental Work as
contemplated by Section 1,1. Upon concluding the meeting contemplated by Section 3.2.2, the
AGENCY will document its intent with respect to which party will proceed with the
Environmental Work at the Property (either CONOCOPHllllPS or the AGENCY) by letter.
3,2.4 If AGENCY agrees that CONOCOPHllllPS should proceed with
the Environmental Work, the letter contemplated by Section 3.2.3 will document the expected
schedule to be followed by CONOCOPHllllPS. If CONOCOPHllllPS fails to meet the
expected schedule, or fails to perform the work adequately, AGENCY reserves the right to step
in and accomplish all Environmental Work at the Property. Such letter agreement is not
intended to change or modify the indemnity commitments established by this Agreement.
Regardless of which party proceeds with the Environmental Work, all plans will be submitted to
and approved by the County of San Diego Department of Environmental Health.
3.2.5 If AGENCY does not agree that CONOCOPHILlIPS should
perform the work, such intent will be stated by the letter contemplated by Section 3.2.3.
AGENCY will then proceed with the work, and will provide complete and accurate accounting for
any expenses it incurs as a result of the CONOCOPHILlIPS Covered Contamination and its
impacts on the redevelopment project.
3.2.6 The Parties agree that the AGENCY's claims under the Polanco
Redevelopment Act are tolled during the period CONOCOPHllllPS performs the
Environmental Work contemplated by Sections 3.1 and 3.2. If AGENCY does not agree that
CONOCOPHllllPS should perform the Environmental Work at the Property, or if AGENCY
takes over the Environmental Work at the Property due to CONOCOPHILlIPS' failure to
adequately implement the plan or to meet project schedules (under either Section 3.1 or Section
3.2 of this Agreement), CONOCOPHllllPS will reimburse AGENCY in accordance with this
Agreement and pursuant to an agreed upon reasonable payment schedule (including interest in
the event of late payments). If 'cONOCOPHILlIPS contests or disputes any expenses
presented by AGENCY for reimbursement pursuant to this indemnity, then the Parties agree
that the Agency's tolled claims under the Polanco Act can be raised, along with any other
claims, contractual, statutory or under the common law, and that CONOCPHllllPS preserves
all of its claims and defenses thereto with the exception of waiver or laches as a result of this
Agreement.
3.3 Terms of Access to the Property.
3.3.1 CONOCOPHILlIPS has been permitted to have two monitoring
wells on the Property as part of the Environmental Work for the CONOCOPHllllPS Facility.
For the purpose of continuing the Environmental Work at the CONOCOPHllllPS Facility, such
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as the monitoring and maintenance of the two monitoring wells, or for the. purpose of
accomplishing any of the Environmental Work contemplated by Sections 3.1 or 3.2 of this
Agreement (if approved by AGENCY), AGENCY hereby grants to CONOCOPHILLlPS a license
for access, ingress and egress onto, over and from the Property to permit CONOCOPHILLlPS,
its employees, consultants, contractors and agents, at no cost to AGENCY, to conduct such
Environmental Work (including that contemplated by Sections 3.1 or 3.2 of this Agreement).
Any work conducted or caused to be conducted by CONOCOPHILLlPS on the Property in
accordance with this Agreement shall be performed without any cost or expense to AGENCY.
Any proposal to DEH that suggests or recommends any additional construction or destruction of
wells, installation of equipment or physical changes of any sort will be submitted to AGENCY at
least ten (10) days prior to submission to the DEH for review and comment.
3.3.2 CONOCOPHILLlPS or its consultant(s) or contractor(s) shall
inform AGENCY at least three (3) days in advance of actions to be undertaken on the Property
associated with the two existing monitoring wells. CONOCOPHILLlPS will submit a request to
AGENCY prior to accessing the Property for any other work. AGENCY shall not unreasonably
withhold permission from CONOCOPHILLlPS to access the Property for any other work
contemplated under this Section 3.3, CONOCOPHILLlPS agrees to share with AGENCY all
technical and analytical information learned from any work conducted by CONOCOPHILLlPS.
3.3.3 CONOCOPHILLlPS agrees to perform any work at the Property in
a manner and at times that will not unreasonably interfere with the use of the Property by
AGENCY, or any subsequent owners. CONOCOPHILLlPS shall conduct all work in compliance
with all federal, state and municipal statutes and ordinances, and with all regulations, orders,
and directives of appropriate governmental agencies, as such statutes, ordinances, regulations,
orders and directives now exist or provide. CONOCOPHILLlPS shall also provide to AGENCY
certificates of insurance demonstrating coverage of commercially reasonable levels of insurance
carried by entities that perform any work. CONOCOPHILLlPS agrees to discharge at once or
bond or otherwise secure against all liens and attachments which are filed in connection with
any work performed by CONOCOPHILLlPS or its agents or representatives.
CONOCOPHILLlPS agrees to indemnify and save AGENCY harmless from and against any
and all loss, damages, injury, liability and claim resulting directly or indirectly from such liens
and attachments.
3.3.4 CONOCOPHILLlPS will not seek to hold AGENCY liable for and
will indemnify and hold AGENCY entirely free and harmless from any loss, damage, injury, or
claim of any kind or character, and from all costs and expenses arising therefrom, that may be
suffered by CONOCOPHILLlPS or any of its employees, representatives, agents, invitees or
contractors ("Conoco entities"), aljsing from or caused by use of the Property by
CONOCOPHILLlPS or these parties. However, CONOCOPHILLlPS does not waive its claims
should any of the Conoco entities be injured due to unsafe conditions left at the Property by
AGENCY or any of its representatives, consultants or contractors as part of any Environmental
Work the AGENCY may perform pursuant to Sections 1 or 3 of this Agreement. If any
equipment installed by CONOCOPHILLlPS conflicts with the future redevelopment plan, such
equipment will be removed and replaced at CONOCOPHILLlPS' expense,
4. DisDute Resolution. Should any dispute arise between the Parties regarding any
matter arising under this Agreement, then representatives of CONOCOPHILLlPS and the
AGENCY, with authority to resolve said disputes (subject to Board or Counsel approval), shall
cooperate informally to promptly resolve such disputes. In the event resolution cannot be
reached, the parties shall submit such dispute to mediation (with each party paying 50% of the
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cost) in San Diego County before a mediator jointly selected and agreed upon by the parties.
The parties will only initiate legal action if the attempts to resolve disputes informally and
through mediation are not successful,
5. Assionment. AGENCY intends to sell the Property, or portions of the Property,
to either an interim developer or directly to future owners, which may include residential
homeowners. When AGENCY decides to assign this Agreement, it shall provide written notice
to CONOCOPHILLlPS pursuant to Section 6, below. This Agreement shall automatically be
assigned to any and all future owners of the Property, and all future assignees will have all of
the rights and responsibilities of the AGENCY under this Agreement.
6. Chanoe in Procertv Ownership. If and when AGENCY sells the Property,
AGENCY shall notify CONOCOPHILLlPS of such change in ownership within fifteen (15) days
of the sale ofthe Property.
7. Notices. Any and all notices, requests, consents, results, demands, or other
communications or documents required or permitted to be made or given under this Agreement
shall be in writing and shall be given to a Party at its address or facsimile number set forth in
this paragraph or at such other address or facsimile number as such Party may hereafter
specify for such purpose by written notice to the other Parties. Notices will be deemed to have
been made or given (i) if given by facsimile, when sent, and the appropriate confirmation is
received, and (ii) if given by any other means, when delivered. Unless changed in accordance
with this paragraph, the address and facsimile numbers for notices are as follows:
CONOCOPHILLlPS:
Mr. Mike Bryan
ConocoPhillips Company
3611 S. Harbor Blvd.
Suite 200
Santa Ana, California 92704
Telephone: 714-428-7606
Facsimile: 714-428-8081
AGENCY:
Assistant Executive Director
City of Poway, Redevelopment Services
13325 Civic Center Drive
Poway, California 92064
Telephone: 858-668-4545
Facsimile: 858-668-1213
8. Effective Date. This Agreement shall become effective upon execution of this
Agreement by CONOCOPHILLlPS and the AGENCY.
9. Time. Time is of the essence as to all dates and periods of performance
contemplated by this Agreement.
10. Execution of Aoreement. Each of the undersigned hereby represents and
warrants that it is authorized to execute this Agreement on behalf of the respective Parties to
the Agreement and that this Agreement, when executed by those Parties, shall become a valid
and binding obligation, enforceable in accordance with its terms. Upon execution, this
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Agreement shall be binding as to the Parties' respective parent companies, _subsidiaries,
affiliates, successors, heirs and assigns. .
11.
California.
Governino Law.
This Agreement is govemed by the laws of the State of
12. Intel'Pretation.
12.1 This Agreement supersedes any prior agreements and contains the entire
agreement of the Parties on the matters covered herein. No other agreement, statement or
promise made by any party or agent of any Party that is not in writing and signed by all the
Parties shall be binding. Any amendments to this Agreement must be in writing and signed by
any authorized representative of each of the Parties.
12.2 This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but such counterparts when taken together shall constitute but one
agreement.
12.3 The captions in this Agreement are for convenience and reference only.
The words contained herein shall not be held to expand, modify, amplify or aid in the
interpretation, construction or meaning of this Agreement.
12.4 If any clause or provision of this Agreement is declared illegal, invalid, or
unenforceable by a court of competent jurisdiction, it is the intention of the Parties that the
validity and enforceability of the remaining clauses and provisions of this Agreement shall not be
affected thereby and shall nonetheless remain in full force and effect to the greatest extent
permitted by law.
12.5 The parties and their attorneys have cooperated in drafting and preparing
this Agreement. Consequently, the presumption that ambiguities are resolved against the
drafting party is inapplicable to this Agreement.
12. Authoritv. Each individual executing this Agreement on behalf of their respective
Party represents and warrants that the execution of this Agreement on behalf of such Party is
duly authorized, that he or she is authorized to execute this Agreement on behalf of such Party
and that this Agreement is binding upon such Party in accordance with its terms.
IN WITNESS WHEREOF the Parties have executed this Agreement in two (2)
multiple originals on the dates set forth below with the understanding and agreement that this
Agreement shall become effective an{j fully-enforceable in all respects commencing on the date
noted in Paragraph 8 above,
CONOCOPHILLIPS COMPANY
POWAY REDEVELOPMENT AGENCY
By:
Name:
By:
Name:
Title:
Title:
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EXHIBIT "An TO ENVIRONMENTAL TOLLING, INDEMNIFICATION AND A~CESS
AGREEMENT BETWEEN POWAY REDEVELOPMENT AGENCY AND
CONOCOPHILLIPS COMPANY
The Property which is the subject of the above-referenced agreement is located at
Assessor Parcel Number 321-190-28, Twin Peaks Road, Poway, CA 90264, and more
fully described as Parcel 1 of Parcel Map No. 1396, in the City of Poway, County of San
Diego, State of Califomia, Filed in the Office of the County Recorder of San Diego
County, March 19, 1973.
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