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March 3, 2015 <br />Huerfano County Government <br />401 Main Street <br />Suite 201 <br />Walsenburg, CO 81089 <br />Letter Agreement ( "Letter Agreement ") regarding Huerfano County Government <br />( "County ") construction and operation of a road (the "Road") over and across a pipeline <br />(the "Pipeline ") owned and operated by [Oxy USA Inc.] ( "Oxy "). <br />Dear Commissioners: <br />Oxy recognizes that the County needs to build the Road over and across the <br />Pipeline. Pursuant to Rule 6.4.19 Exhibit S - Permanent Man -made Structures, the <br />County hereby agrees and obligates itself to compensate Oxy for all damages to said <br />Pipeline which might be caused by its construction operations. The County further <br />acknowledges that Oxy is not the owner of the surface estate and the County shall be <br />responsible to and agrees to pay for all damages sustained by the owner of the surface as <br />a result of County operations hereunder. <br />The County shall defend, fully indemnify, and hold harmless Oxy, their <br />successors and assigns, from and against, and to reimburse Oxy, its, successors and <br />assigns, with respect to, any and all liabilities, damages, claims, demands, expenses and <br />causes of action of whatever nature of any person or persons by reason of the County's <br />construction and operation of the Road. <br />AGREED and ACCEPTED: <br />[OXY USA INC.] <br />By, <br />Attorney -In -Fact <br />Huerfano County Government <br />By: <br />Name: E. Ray Garcia <br />Title: Chairman <br />