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04/15/2005 11'59 FAX 3038576336 VILLANO BROS EARNS t~j003/006
<br />sole discretion. Once the Southwestern has completed its investigation, study, and
<br />design of the Recharge Well, and the Villanos and Southwestern have agreed on the
<br />location of the Recharge Well, Southwestern and the Yillanos shall enter into a temporary
<br />easement agreement ("Temporary Easement Agreement's for the construction, operation,
<br />maintenance, and removal of the Recharge Well. Set7tlf:wcctern shoU Trot commence
<br />co»slrrrction ojthe Iteeharge Well bejore Sowthtvestern and the )/rUanas have earecnted
<br />the Temporay Easement Agreement.
<br />3. Costs: All costs and expenses of the activities conducted by Southwestern and/or
<br />its Affiliated Parties under this Access Agreement, and of all work related thereto co»ducted by,
<br />thmuglt or under Southwestern, shall be at the sole wst and expense of Southwestern
<br />4. IndemnitleationAnd Hold Harmless: Southwestern agrees m indemnify, save
<br />and keep the Villanos, their officers, employees and agents, harmless from any and all claims,
<br />costs, expenses, damages, liability, losses, actions, suits or judgments whatsoever which may be
<br />presented, sustained, brought or claimed against the Villanos or any of its officers, directors,
<br />employees, agents, and sttcces~rs or assigns which arise out of or result from the negligent
<br />performance, or failure to perform, any ectivlties conducted under this Access Ageeme~t by
<br />Southwestern or its Affiliated Parties. 't'his indemnification is not limited to third party claims.
<br />It is agreed that this indemnification provision does not constitute, nor should it be interpreted as,
<br />any waiver of any rig~tts that either the Villanos or Southwestern may have, now or in the future,
<br />against the other.
<br />5. Covenant Not To Sue: In consideration of the access granted under the berms of
<br />this Access Agreement, Southwestern covenants not to sue or take any action against the
<br />Villanos for any claiau related to the activities conducted by Southwestern or its Affiliated
<br />Parries tr der~i~ A~c~s Agreettsetrt, l~ttlitetaiore, S~o~nthwestarn agrees to ttl~ease sad kaki the
<br />Villanos harrrtless from activities associated with this Access Agreement Southwestern also
<br />covenants not to seek any form of indemnification or contribution from rho Villanvs, or
<br />successor owners of the Property.
<br />6. ~Rerplianee With Laws: Southwestern and its Affiliated Parties shall, while
<br />performing activities tinder this Access Agreement, observe and comply with the provisions of
<br />the applicable municipal, wutrty, Colorado, and federal laws and regulations which in any
<br />manner limit, control or apply to the Pettnitted Activities or to Southwestcra and/or its Aflliated
<br />Parties as a consequence of their performance of activities on the Villanos' Property under this
<br />Access Agreement. Southwestern shall obtain, at its sole cost, all necessary permits, licenses,
<br />approvals, or consents for nay activity to be performed at the Villanos' Property under this
<br />Access Agreement, Southwestern agrees to pay any and all fines, assessments and fees resulting
<br />from activities conducted by Southwestern or its Affiliated Parties under this Access Agreement.
<br />7. i~ten .: Southwestern agrees not to permit or suer, to cause to be removed and
<br />released, and to indemnify and ,hold the Villaaos' harmless against, any mechanic's or
<br />materialman's or other lien on the Villanos' Property arising in relation to the activities
<br />performed under this Access Agreement,
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