Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Affected Property Assessment Report" or "APAR" shall mean the assessment report required to be prepared and submitted to TCEQ by DEH under the VCP in connection with VCP-2

ARTICLE 2 — GRANT OF ACCESS LICENSE 2.1 Irrevocable License. Owner hereby grants to DEH and its Authorized Representatives an irrevocable, non-exclusive license (the "License") to enter upon, access, traverse, and use the Site for the sole purpose of conducting Remediation Activities, as defined herein. The License shall include the right to access all portions of the Site reasonably necessary for the performance of

ARTICLE 3 — REMEDIATION ACTIVITIES 3.1 DEH's Obligations. DEH shall, at its sole cost and expense (subject to any cost recovery from third parties, including without limitation Rowan Creek Fuel Distributors, Inc. or its successors), conduct all Remediation Activities at the Site in compliance with the requirements of TCEQ VCP-2517, all applicable environmental laws and regulations, and the terms of this Agreement. DE

ARTICLE 4 — COST ALLOCATION AND REIMBURSEMENT 4.1 Remediation Costs. DEH shall bear all costs and expenses of Remediation Activities, including, without limitation, the costs of environmental consulting, remediation contracting, drilling, laboratory analysis, waste transportation and disposal, equipment rental, materials, permit fees, TCEQ application and oversight fees, and all other costs necessary to complete Reme

ARTICLE 5 — ESCROW ARRANGEMENT 5.1 Establishment of Escrow. Within thirty (30) days of the Effective Date, DEH shall deposit the sum of Five Hundred Thousand Dollars ($500,000) (the "Initial Escrow Deposit") into an interest-bearing escrow account (the "Escrow Account") to be established with Lone Star Title & Escrow Co. (the "Escrow Agent") at 3400 Bissonnet Street, Suite 100, Houston, Texas 77005. The Escrow Accoun

ARTICLE 6 — INSURANCE REQUIREMENTS 6.1 DEH's Insurance Obligations. DEH shall procure and maintain, at its sole cost and expense, the following insurance coverages throughout the term of this Agreement: (a) Commercial General Liability Insurance. DEH shall maintain a commercial general liability ("CGL") insurance policy with limits of not less than Two Million Dollars ($2,000,000) per occurrence and Five Million Doll

ARTICLE 7 — INDEMNIFICATION 7.1 DEH's Indemnification of Owner. DEH shall indemnify, defend, and hold harmless Owner, its members (including Rebecca Strand, Managing Member), managers, officers, employees, agents, and representatives (collectively, "Owner Indemnitees") from and against any and all claims, demands, actions, causes of action, suits, judgments, losses, damages, liabilities, costs, and expenses (includin

ARTICLE 8 — COOPERATION WITH INSTITUTIONAL CONTROLS 8.1 Deed Restrictions. Owner agrees to cooperate with DEH in the preparation, execution, and recording of environmental restrictive covenants and deed restrictions against the Site as may be required by TCEQ as a condition of the issuance of a Certificate of Completion under VCP-2517. The Parties acknowledge that it is customary for TCEQ to require the imposition of

ARTICLE 9 — OWNER'S REPRESENTATIONS AND ACKNOWLEDGMENTS 9.1 Ownership. Owner represents and warrants to DEH that Owner is the fee simple owner of the Site, free and clear of all liens, encumbrances, and claims of title except as may be disclosed in a current title commitment or policy, having acquired the Site at a tax foreclosure sale conducted under the Texas Tax Code in March 2019 for a purchase price of Six Hundr

ARTICLE 10 — DEH'S REPRESENTATIONS AND COVENANTS 10.1 Successor-in-Interest. DEH represents and warrants to Owner that it is the successor-in-interest to Dunmore Terminal Services, Inc. ("DTS") with respect to all environmental liabilities relating to the Site, including all obligations for the investigation and remediation of contamination conditions arising from the historical operations of DTS at the Site. Such su

ARTICLE 11 — DISPUTE RESOLUTION 11.1 Negotiation. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), shall first be submitted to the senior representatives of each Party for resolution through good-faith negotiation. The designated senior representative for DEH shall be Gavin Rourke, Chairman and Chief Executive Officer (or s