INDEMNIFICATION AGREEMENT GRAVES OIL & BUTANE CO. (GOBCO) OPERATIONS AND PROPERTIES
Exhibit
10.19
XXXXXX
OIL &
BUTANE
CO. (GOBCO) OPERATIONS AND PROPERTIES
As
agreed
to within the PDSA, and as previously acknowledged in the SDRA and the
FASDRA,
the "Obligors" to the PDSA, Capco Energy (as limited below), Meteor Marketing,
Meteor Enterprises, Xxxxxx Oil & Butane, Sedco, and Xxxxx Xxxxxxxxx
personally,
with total and combined authority for Xxxxx Xxxxxxxxx to execute this
agreement
on behalf of all named parties above, for themselves and their respective
successors
and assigns, hereby agree to indemnify, defend and hold harmless GFILP and
the
Estate and their respective heirs, successors, assigns, agents, representatives,
and attorneys
from all claims, demands, damages, consequential damages, punitive damages,
contracts,
breach of warranties, liabilities, alleged violations of Environmental Laws,
injuries to persons or bordering properties or both, actions and causes of
action of every kind
or
nature, both known and unknown, including any encroachment, survey or boundary
dispute, arising from or as connected to any GOBCO properties or any
Environmental Condition resulting from or relating to the operations of GOBCO
or
any assets,
leases, or properties formerly or presently owned or operated by GOBCO. This
Agreement supercedes and replaces Paragraph 5.E. of the SDRA. Capco Energy
is
limited
to $250,000 cumulative obligation for any and all claims, penalties, or
obligations under
this Indemnification Agreement and previous environmental indemnification
obligations.
It
is the
obligation of the Obligors to defend and provide indemnification hereunder,
and
shall
expire on the latter of the following events: on October 21, 2011. or until
the
final resolution of all known, pending, or threatened Environmental Condition
or
other disputed
conditions or actions as recited in this Agreement relating to GOBCO and or
the
Secured properties which may arise or that are of record either before or prior
to October 21,2011.
Any GOBCO or third party site that has been mentioned or mapped for either
suspect risk or actual environmental activity in any past or future
environmental reports generated for GOBCO since the year of 2000 through the
date of October 21,2011 without release, cure, or NFA or any she that has
received a notice or demand from an Environmental
Agency or a third party for investigation, clean up or other dispute shall
be
subject to the obligor's continuing indemnification until a closure or release
letter from
the
appropriate party or agency has been received.
The
continued obligations shall continue on all such sites after October 21, 2011
until a closure
letter from State agency is received. With respect to sites on which there
is a
continuing
obligation, the obligation shall provide indemnification for claims from the
State agency and for any other claims related to the property, including claims
from adjacent third parties.
The
Obligors further agree to provide the GFILP during the effective period of
this
Agreement:
a) any material reports, notices, actions, disputes, Environmental findings
of
any type relating to the GOBCO or the Secured Properties This does not include
regular ongoing communications between GOBCO and the Petroleum Storage Bank
Bureau of New Mexico or similar agency in Colorado on sites that have ongoing
work as of December
20,2005; b) Documentation from any applicable federal, state, or local
governmental
office or agency, that any Environmental Condition relating to GOBCO or
any
Secured Property has been resolved and closed with no further action required.
The Obligors
will provide the foregoing reports or documents to the GFILP within thirty
(30)
days
of
receipt or creation of the referenced documents.
Failure
of the Obligors to perform on any terms of this Agreement, either by refusal
to
act within
sixty (60) days written notice from the GFILP on any proved event that the
Obligors indemnity covers, or by failure of the Obligors to act upon any
government office
or
agency demand or notice by sixty (60) days, will cause a penalty of $50.000
due
from the Obligors directly to the GFILP. Said penalty will serve of no credit
to
any action, fine
or
costs to this Agreement, only for the benefit of the GFILP- Said penalty does
not relieve
Obligors of any obligations under this Agreement. Default of The Obligors to
make
said
payment within thirty (30) days of written demand by the GFILP, will cause
the
penalty payment to become a judgment against the Obligors in favor of the GFILP
with interest accruing at eight percent (8%) from the date of
notice.
This
agreement is subject to Binding Arbitration (3 member panel) within 30 days
of
any incurred
default to this Agreement by the Obligors or any incurred dispute between the
parties which terminates the indemnity. The judgment of the Arbitration will
be
final and without
appeal.
AGREED
AND ACCEPTED BY-XXXXX
XXXXXXXXX,
Individual^
__________________________________
Signature
Printed
Name: __________________________
AGREED
AND ACCEPTED BY: CAPCO
ENERGY
Printed
Name:
Title:
___________________________
