Free Amended Complaint - District Court of California - California

Case 5:07-cv-04808-JF

Document 42-2

Filed 06/18/2008

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EXHIBIT A

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Customer Acct #0996439 F.cility #82461 Category: NTI

CONTRACT DEALER GASOLINE AGREEMENT

This Contra t Dealer Gasoline Agreement (this" Agreement") is made and entered into as of the II day

of J . 1 . , Æ/ ,("Effective Daten)by and becween BP West Coast
Product. LLC, a elaware linnted liability company, ("BPWCP"), and

STTN EI1t:r1)ris~s, 111; , a (:)I¡tomi:) COl1o!'iio(1 ("Buyer").
(srate whether a sole proprietorship, partnership, corporation or limited liability company (LLCj; if partership, the names of all parrners and Stare of organization; if corporation, the State of incorporation; if ~n LLC, the State of organization)

BPWCP maimains a place of business at 4 Centeroointe Drive, in the City of La Palm, in the State of Californa.
Buyer's principal place of business is located at 63 i San fdipe Ro(id Ln the City of Hollister, in the State of CA with

the ZI code 'J)'03), T1s Agreement constirUtes a "Ei;uchise" as de¡ined in the Petroleum Marketig Practices Act, 15
U ,S.c. §§ 280 l'-2806 ("PMP A").

Recitals

A. BPWCP markets morer fuels comprising gasolines and gasoline containing materials bearing the
ARCO(Ë trademark and other ideatify1lg symbols (herein collectively, "Gasoline").

B, Buyer own or leases from a thd par real propert and improvements which Buyer would like to operate as a retail facility selling Gasoline to end usets. Toe propert and improvements are located at 63 L Sao FdilJe
Reml, in the City or Town of Holli,(er in the State ofC:\ with the ZIP code 9:;(3) (The "Premises").

NOW, THREFORE, the parties hereto agree as follows:

L. Term. Tnis Agreemenr shall be bindig upon the partes and effective on the date ¡irt set fort
above, Subject to earlier termnation under Paragraph I7, i below, the "Corr.rencement Date" of ths Agreement shall
begi at L 0:00 a.m on the and the term shall end at 10:00 a.m. on the If no Commencement Date is set fort at the tie

ths Agreement is executed, the Commencemen.t Date shall be establihed by BPWCP by notice to Buyer as the date the
Premies are ready to receive Gasoline delivery, which notice shall also set fort the expiration date which shall be at

10:00 a.m. on the fist day after the 0 120th or rx.-Xl 240th ful calendar month followwg the Commeacement Date. If no tie is checked, the box for l20th shall be deemed checked. In addition, BPWCP may, at its discretion, extend the tem¡ of ths Agreemeiit f~r ,a period of up to ¡ 80 days by givig wrtten notice to Buyer before the end of the term

1.2 Construction or Raze and Rebuild. If ths Agreement is for Premises that require new consrrction
of an ARCa branded gasoline faciliry or the rag a.d rebuilding of an ARCO branded retail facility, Buyer will promptly unerte such n.ew consrrction or rebuilding and complete such consrrction or rebuilding ;ud b.c ready to receive Gasolie delivery with 24 month, in the case of New Consrrction, or l2 month, in the case of a Raing and

Rebuilding, of the Effective Date of this Agreement if ths Agreement is for Premises that requir remodeling or retrofit, Buyer will promptly undertake such work and complete such remodeling or retrofit and be ready to receive
Gasoline delivery withn rrne month of the Effective Date.
2. Orders. Buyer wil order and mae available for retail sale all grades of Gasoline which BPWCP
offers to Buyer (hereinafter collectively, "Producr"), in amounts suffc:ient to satisfy all foreseeable retail c:ustOmer

demand for Product at the Premises and wwll at all ties have available for sale some of each grade OfPiOduc:t, subjec:t

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only to allocation of Product by BPWCP in a manner determined in BPWCP's sole discretion in Buyer's

geographic area. BPWCP will use iis bes( efforts to ¡¡II Buyer's orders; however, BPWCP may disèontinue
sale of any grade of Product at any time upon fifteen ( I 5) calendar days' prior written notice 10 Buyer. At BPWCP's sole discretion, BPWCP reserves the right to provide ARCO branded mo(or fuels solely through

an automatic Gasoline ordering and deiiver'J system and to not accept individual orders placed by Buyer. Buyer agrees to accept and pay for such Product as BPWCP delivers to the Premises, Buyer shall provide acciirateand timely information as reasonably requested by B PWCP in connection with the automanc
gasoline inventory and delivery system.

3. No Wholesaline:. Buyer will sell Product only to end users for their personal use in volumes not exceeding the capacity of each customer's motOr vehicle fuel tank any auxiliary fue! tank directly linked to the customees motor vehicle engine, and an approved, properly labeled emergency
conrainer capable of holding ten gallons or less. The Premises shall be open for business seven (7) calenåar

days a week for a minimum of twelve (l2) coasecuuive hours each day,

4. Deliverv. BPWCP will deliver Product into Buyer's storage facilities described below,
Title to and risk of loss of Product will pass to Buyer uporr delivery into Buyer's stOrage facilities, BPWCP aloae will sekct the meif)od and mode of shipment and delivery, BPWCP expressly reserves the righr to supply Producr to other retail outlets whether owned and operated directly by BPWCP or by indepeadeat owners and operatOrs, regardless of how near or far such other retail outlers may be located relative to the Premises.
S. Prices. For Product delivered hereuader, Buyer will pay rhe price specified by BPWCP

in effect at the time and place of delivery for purchasersin Buyer's class of trade. Price shall be subject to cl1ange at any time, at the electioa of BPWCP, without notice. Should BPWCP elect to provide aotice of price changes, it may do so by telephone, or at BPWCP's sole election, facsimle or eiectroaic transmission. Buyer must have the capabiliryto-receive notices of price charrges and irrvoices at the Premises by facsimle or elecrronic transmissiotL At BPWCP's sole discretion, to enable Buyer to compete more effectively with'
Buyer's competitOrs, BPWCP may from time to rime grant Buyer a "temporary voluntary allowance"(TV A)

applicable to PTOduct to be sold by Buyer under this Agreemenr from metered dispensers orr the Premises. If BPWCP determes that Buyer has accepted TVAs on Product which is not sold to motorists at retail through the metered dispensers on the Premises, BPWCP may termnate th Agreement, and the amount of
any such TV A shall be due by Buyer to BPWCP on demand and BPWCP may offser such amount againt

any sums payable by BPWCP to Buyer. BPWCP may conditioa the payment of allowarrces 00. Buyets observance of maximum retail selling prices determned by BPWCP or maximum gross profit margin detemmed by BPWCP or a reduction in Buyer's retail selling price corrensurate with the amount of the
allowance.

6. Payment. Unless BPWCP e:ttends credit to Buyer as providcd below, Buyer will pay for
Product prior to its delivery in U.S. dollars. B PWCP sb.ll require a product advance payment

approximtely equal to the curent cosr of an average delivery of Praduct. BPWCP may inc¡;ease or
decrease the arnouat of the advance payment at any time to reflect curent prices and Buyer wil pay any additional amount rrecessary if the advance payment is increased. Payment will be made by electronic fuds transfer initiated by BPWCP, wire transfer, cashier's check or business check, whichever BPWCP directs, delivered by Buyer at the time and place as designated by BPWCP. Buyets rinancial intitutioo. though which payment by electroo.ic funds trnsfer initiated by BPWCP is made must be a member of NACH (The National Automated Clearing Hause Association). Payment will be deemed made when, and only when, its receipt has been verified by BPWCP. If this Agreement requires or permts payment by check, all
checks shall be made payable to "BPWCP" or "BP West Coast Products LLC," and to no othcr person, fi
or

entity, If this Agreement requires or permts payment by wire transfer, all such payments shall be made to" BPWCP, c/o Citibarr NA, For Credit to BP West Coast Produc1S #4051-4874 ABA 021000089, New York, New York L0043," and to 0.0 other bank or account number uness so advised in wrtig by the Credit
Manager, BPWCP. If ths Agreement requires or permts payment by automated clearg- hnuse ("'EFT"),

all such payments shall be made to "BPWCP", do Citiban Delaware, For Credit to BP West Coast Products. ACH #3815-2114, New Castle, Delaware 19720," and to no. orher ban or account rrurber

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unless so advised in writing by ihe Credit Manager, BPWCP, If this Agreement requires or pemi.ts
payment by electronic funds iransfer ("EFT"), all such paymenns shall be made in strict aceo'rd with proccdures established and promulgated by BPWCP. Buy!!r agrees to indemnify BPWCP for any lass or

extJense caused by Buyer's failure to comply with this Paragrapli. Upon demand, Buyer will reimburse
BPWep the amount of any temporary voluntary allowance cIToneously applied to Product other ihan

Product sold under this Agreement from metered dispensers on the Premises. In addition to any other
remedies available to it, BPWCP may offset against any future temtJ0rary voluntary allowance or against if Buyer fails other amounts owed to Buyer the amount of any reimbursement to which BPWCP is entitled

to make any payment or reimbursement whea due. Buyer acknowledges and agrees that BPWCP's receipt
of payment due hereunder after the issuance of a notice of ternnation or nonrcne'Nal doe: not constitute a

waiver of BPWCP's termnation or nonrenewal rights.

7, Credit. BPWC? may in its sole discretion from time to time extend "edit to Buier in
whatever amounts and on whatever term BPWep alone selects. lfBPWCP exreads Buyer credit. BPWCP

may withdraw ir at any time without notice and for any reason. In BPWCP's sole judgmen.t, BPWep may of the following: (i) require that Buyer pay for Product by cashiees check, or bank wire do any or all

transfer prior to delivery, (ii) require that Buyer posr an iITevocable letter of credit issued by a bank
satisfactory to BPWCP, (iii) require Buyer presen.t eviden.ce of ¡inancial solvency, and (iv) declare Buyer in default of this Agreement if Buyer fails to pay an.y indebtedness when due, provide evidence of finan.cial solvency upon request or comply with any other term of this Agreemenl Buyer agrees that regardless of whether and for how long BPWCP lias extended ir credit, BPWCP may cease exrending credit at any iime and instead require that payment be made in ¡he manner set forth in tii.s Paragraph or in Paragraph 6 above.
8, Non-conformities. Buyer will notify BPWep in wrting of the exact nature of any

nonconformty in the tye, quanrity or price of any Product delivered to Buyer within thirty (30) calendar days after delivery, Buyer hereby waives any claim against BPWePbased on any nonconformty of which

Buyer does' not so notify BPWCP. " "
record of-the date and time of delivery;:

9. Record Keeoin!?. For e:cll delivery of Product, Buyer shall at all times kèep a detailed Product delivered expressed in term and the grade'and amount of

of gallons. To assist BPWep in determning the necessity 'of any temporary voluntary allowance described Product through'metered dispensers which shan indicate the in Paragraph 5 above, Buyer wil (i) sell all

grade and amount of gasoline purchased, (it) allow BPWCP ro inpect Buyer's Product dispensers, recorders and meters, and books an.d records relatig to delivery and Product inventory, and (iii) allow
BPWCP to ascertain the volume of Product in Buyer's storage facilities.
10.

Equipment.
10.1 Storage and Dispensers. Buyer will maintain storage tank or other appropriate

facilities on the Premises into which Product can be delivered. Buyer wil ensuue that the storage facilties are compatible with BPWCP's delivery equitJment and Product formulations; that its storage facilities wil accommodate such minium quan.tities per single delivery as BPWep may select; and that the Premises,are
conflgured in. such a way that Product can be delivered to the Premises consistent with all applicable fire

laws and regulations and other governental requirements. Furer, Buyer wil ensUIe that all distJensing
devices and storage facilities at all times be properly perTtted and complerely comtJlY with aU applicable
governental requirements and an.y specifications which BPWCP may issue

from time to time. Buyer

further agrees that Buyer's motor fuel distJensing devices shall be equipped at all times with Product fiters with ten (10) micron fitering capacity, Without resrricting any right or remedy of BPWCP, or imposing any duty or liability upon BPWCP, upon BPWCP's request, Buyer wil promptly furnish BPWCP with

wrtten evidence that Buyer's dispensing devices and storage faciities comply with all governental
requirements and provide copies of underground storage tank pernts and specifications, and allow BPWCP representatives to inpect the dispensing devices and storage facilities to confirm such compliance, BPWCP

may suspend deliveries in the event that Buyer does not provide wnttenevidence that the dispensing
devices and storage facilities comply with an governental regulations.

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., to.2 PIC EquiDnnent. Unless the Premises are located in the state of Oregon, Buyer

is required by BPWCP to purchase or lease the PayQuick (stand Cashier ("piC Equipment") and install it at
the Premises. The pre Equipment shall be of

the type, number and configuration specified by BPWCP,

(a) Buyer agre::s to use the PiC Equipment only in connection with tlle operation of BPWCP authorized ,businesses. Buyer agrees not to tamper with, alter, change, dislodge, displace, remove or otherwise interfere with the operational integrity of the PIC Equipment. Buyer agrees to maintain pic Equipment in a dean and fully operational condition at all times for the convenience of
Buyer's cÙstomers.

(b) Buyer will be responsible for all maintenance and reoair of tlle PIC
Equipment. Buyer will contract for maintenance services through BPWCP approved ¡ervi~e providers and understands that BPWCP wil 110t provide any maintenance and repair servic::s,
(c) BPWCP will provide training to Buyer and up to 5 employees designated by Buyer to attend training. Training is mandator! for.Buyer or Buyer's designated manager. There is no
tuition for such training, but all e:tpenses in connection with such training must be borne by Buyer. If Buyer fails to attend trining when originally scheduled, there may be a fee of $1 000 to attend training.

(d) Buyer's PIC Equipment will have one or more cash acceptors, e:tcept if, in the sole opinion of BPWCP, Buyer's Premises are appropriate exclusively for debit only pie Equipment.
Unless the Premises have no cash acceptors, Buyer agrees to contract with an BPWCP approved licensed

and bonded armored security service to do the followig: make cash pick ups on a regular basis, but nOt less
frequently, than once per week, maintain possession 0 f all keys to (he outer door and the vault of the pie

"into the, PiC Equipment. Receipt paper will be changed only by

presence. '
to be used in the pic Equipment.

Equipment, handle ail removal of cash cassettes from the PIC Equipment and reinstall all empty cassettes
'armored securil'j personnel or in their

(e) Buyer is required to instal! and operate the BPWCP approved Video
,Surveillance Equipme::, the details of which will be provided to, Buyer'and which may be changed from time to time by BPWCP, In addition, Buyer must intal!, keep operational and use one or more video surveillance cameras dedicated to recording the customer activiry,at each pic.
(f) Buyer is responsible for maintainig a supply of receipt paper at the premises

(g) BPWCP grants to Buyer a non exclusive right and lic::nse to use the
PayQuick. Island Cashier service marks, trademarks and trde dress in conjunction with the operation of PiC Equipment at the Premises in a form prescribed by BPWCP.
(h) AIl infOtmation regarding the PIC Equipment, including wrtten mauals,

specifications, data and instrctions provided to Buyer are confdential and 'proprietary inormtioo of
BPWCP and shall remain the exclusive properr of BPWCP and shall not be duplicated, in whole or in part
by Buyer and shall

not be used other than as set forth herein and shall be maintained in confdence and not

disclosed to anyone'wirhout the prior wrtten consent ofBPWCP,
(i) Upon 180 days prior wrtten notice, Buyer may be required to upgrade the

PiC Equipment or purchase and intall more techrologically advanced cash, debit or other payment
equipment in accordance with BPWCP's system wide equipment requirements at that tie,

U) Buyer wil instaIl BFWCP approved Point of Sale equipment which is
necessary to operate the P ¡C or other requu:ed paymenr equipment. Buyer wil ensure that its Point of Sale equipment and motor fuel dispensers are compatible with the PIC Equipment. In addition, VSAT satellte
equipment is required for telecommunications puroses for which there is a fee for connection,
repositioning and maintenance.

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I I, Leak Prevention and Detection, Buyer acknowledges and agrees (hat wiih respect to

any Product storagi: facilities located on the Prerrses, including withoUt lirrtatiol\ underground siorage
tanks and related equipment, Buyer is solely responsible for. taking, and will !ake the following leak and
water contarrnation prevention and detection measures:

11.1 Stick Readines. Using a properly calibrated wooden tank measuring device

and water finding paste, Buyer will gauge Product storage tanks for inventory loss or water gain on a daily

basis. ' .

11.2 Reconciliations. Utilizing daily stick readings to ¡he nearest one eighth (1/8)
inch and dispenser meter readings, Buyer wil take and reconcile opening and dosing inventory levels by
grade, including deliveries.

IIJ Record Retention. Buyer will keep daily recoiiciliatjon records available on ¡he
Prerrses for at least five (5) years.

11.4 Monitoring. Buyer will ascertin and perform any and all other monitoring
procedures required by applicable laws, regulations or goverr1ental authorities.

11.5 Secondarv Containment. Buyer will ascertain and perform any and all
construction or retrofitting necessary to satisfy or comply with the secondary containment standards for underground storage tacc required by applicable laws, regulations or governental authorities, Buyer will ensure that all deliveries of ARCO Product are made into double walled tanks.
11.6 Notification. Buyer will, imediately investigaie aiid report to BPWCP and all
appropriate goveaunental authorities (i) any detectable loss or suspected loss that exceeds Regulatory variation limitS of any Product, (ii) the activation or alarm of aoy leak detector or other continuous

monitorig system, (iii) the discovery of any broken weights and measures seals or other seals in ,any
Product

dispenser, (iv) thediscovety of any visible leak' in' any- Product dispenser, Product piping or

submerged pumps, (v) any change in the 'conditionof,the land or

surface adjacent to fill boxes or

dispeosers, (vi) water in excessof oiie inch (I ") in any storage container, or (vii) any spills or overfills'

that are not imediately and properly contained and cleaned up. In the event of the occurrence of any- of (i)

though (vii) above, Buyer shall immediately investigate in accordance with regulatory leak detectioii requirements. (f a leak is confmned all Product must be removed from the storage tacc imediately and
,the tanks secured. In addition" Buyer will keep fill caps tight, keep fill boxes free of dirt ice and snow, and
'"irediati:y remove any water in excess of one inch (in) in any Product storage tank. Buyer will not permt

any Product to enter any public or privàte water system, storm drin or sewage disposal system
11.7 Trainine. BP may offer traing on envionreatal compliance. Such training

will oot exceed four (4) hours and wil be offered on an anual basis or 1 lesser frequency if specifed by
BP. The training will be tUition free, but any expenses in connection with such training shall be borne by the Franchisee.
12.

Gasoline Re!!ulations.

12.1 ComDliance. BPWCP will ensure that upon delivcI"j to Buyer by BPWCP, all
gasoline, will meet the specifications for lead and phosphoru ser fort in the regulations' promulgated by

the United States Enviroiuental Protection Agency ("EP A"). Buyer will ensure thar ao gasoline purchased from BPWCP is tamDered with or contaminated In a way tht could cause the gasoline not to meet the EP A's specifications ;r any other specifications requied by law. Buyer will immediately cease dispensing
any gasoline that is,dereamed not to meet such specifications

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i 2,2 Disclosures and Warnings. Buyer acknowledges that it has been fully
informed of and is ,aware of the narure and existence of risks posed by transporting, storing, using, handling and beiig exposed to Product. Buyer will inform iis employees, agents, contractors and customers of such risks, Buyer will display, publish and distribute any sa fety wamings or disclosures as may be requested or
required by BPWCP or any governmental authority from time to time. '

13.

Taxes.
13. i Payment bv BuYer. Buyer will pay promptly when due and hold BPWCP

harTess from all taxes, excise fees and other similar charges (including imerest, penalties and additions to

tax) which EPWCP is now or in the furure required to payor collect under any federal, state or local
governental requirement based on the manufacrure, production, sale, transfer, transportation, delivery,

storage, handling, consumption or use of Product under this Agreement, or on any payments made under
this Agreement (excepting any income tax imposed on BPWCP based on income received from Buyer and any interest or penalties thereon). BPWCP may, at its sole option, add any such tax. excise fee or similar

charge to the amount to be charged for Product. Buyer wlIl also pay promptly when due and hold BPWCP

harTess from all fees and sales, use, remal, gross receipts, inventory, excise, income and other taxes (including interest, penalties and additions to ta;( but not including any income tax. imposed on BPWCP
based on income received from Buyer and any inter~st or penalties thereon) imposed by any federal, state or
local governental authority upon Buyer or BPWCP in connection with the operation of

Buyer's business.

13,2 Inaoplicabilitv of Reselter Exemption. With respect to Product purchased

hereunder, Buyer hereby wa.ives any exemption and agrees not to assert any right of ex.emption from

payment to BPWCP of taxes regularly collected by BPWCP upon delivery of Product to purchasers within Buyer's class of trade by virte of any reseller or wholesale-distributor exemption to which Buyer may presently or hereafter be entitled under any provisioo of'e.deral, state'or local law regulation or order.
13.3 Tax Information. Buyer will provide BPWCP with

Buyer's motor fuel seiter

"number ,and' use tax registrtion number. Furer, Buyer will provide BPWCP with any informtion "
motor fuel, sales, use and other taxes paid by Buyer in connection with the Product for the ~urpose of resolving any theatened or pending tax dispute
requested by BPWCP relatig to tax credits claimed by Buyer for

with any governental authority or for the purpose of confimiing Buyer's compliance with the term of this Agreement.
14,

Trademarks and Trade Dress.

14:1 Compliance. Within one hundred fifty (150) calendar days after the
Commencement Date if ths is the rirst agreemeat berween Buyer and BPWCP for the supply of

Product at

the Premises and UUon the Commencement Date if this is not the rirst agreement berween Buyer and Product at the Premises, unless BPWCP consents otherwse in wrting, Buyer will BPWCP for the supply of
have fully complied with all trdemarks and trade dress requirements set fort in Exhbit A. Thereafter,

thoughout the tem! of ths Agreement, Buyer shaIl fully comply with all trademaks and trde dress
requiremenrs as they may be changed from time to time. Notwthtanding the foregoing, Buyer must haye the ARCO LD. sign, l.D, pole, price pods, and decal specifications for pumps and dipensets as described in Exhibit A (as it may be changed (rom time to time) in pla.ce as soon as Buyer is sellig ARCa branded PtOduct but not later than the lifth delivery of Product hereunder and not before Buyer is sellig ARCa
branded Product under the ARCa trademarks described below. Buyer hereby agrees that BPWCP may acknowledges that in all

and

likelihood BPWCP will change such requirements (rom tie to ti. Buyer wiIl

conform its trademarks and trade dress to all such changed requirements with. iinety (90) calendar days after receiYing wrtten notice from BPWCP of any change. In irs sole discretion, BPWCP may loan to
Buyer various items of trde dress such as signs, illuminated sign poles, sign faces with a numerals 1ct and

pump identification sign. Buyer hereby agrees that any trade dress which BPWCP provides to Buyer
hereunder shall remain the propert of BPWCP regardless of whether it is affL(ed to the Premises. Buyer

shall ensure that no such loaned trde dress is removed from the Premises by persons other th BPWCP or
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its representatives either during'or after the tem1 orchis Agreement withoiit BPWCP's prior written consent.

Buyer shall bear the cost of maintaining, repairing and replacing siich loaned trade dress.
14.2 Licenses. During the term of this Agreement, in cOIU\ection with the resale of

Product, Buyer may display the trademarks, trade names, advertising, signs, devices, symbols, slogans, designs and other trade indicia adopted, used or authorized for use by BPWCP in coiiection with Produci (collectively, "Marks"), provided that (i) Buyer operates the Premises seven (7) calendar days a week for a minimum of twelve (12) consecutive hours each day, (ii) the Marks are only displayed or used in the maMer specified by BPWCP, and (iii) all trademark rights resultIng from such display or usage shall inure to BPWCP's benefit. SPWCP reserves the righr to substirute another trademark for ARC8 or withdraw or modify any of the Marks or theIr maMer of display without prior notice to Buyer. Upon receiving notice of any withdrawal .or modification of the Marks or substirution of another irademark, Buyer will fully implement any modification or tennnation or substirution within the time specified in the notice and such other trademark shall be deemed substirured for the "ARCO" trademark in all references to Gasoline and
Product in this Agreement. If Buyer fails to comply fully with any notice or '.vthdrawal or modification, in

addition to any other remedies available to BPWCP for breach of this Agreement, SPWCP may demand that Buyer immediately remove all lvtarks from the Premmses at Buyer's sole expense. If Buyer fails to do so, BPWCP or BPWCP's contrctor may enter the Premmses and remove all Marks, and Buyer will
reimburse BPWCP for such removaL.

14.3 Shared Expenses. BPWCP will reimburse Buyer a portion of the cost of acquiring,
transporting and installing certain signs and other trade dress required hereunder and set fOi1h in Exhibit B, as specified below. The amount of such reimbursement shall be the!esser of (i) one half of Buyets acrual

verifiable cost, or (ii) the maximum amount indicated on Exhibit B, The reimbursement shall apply ona
one-time only basis to the Premises durig its entire franchise relationship with BPWCP regardless of
whether ths is the firsr or a subsequent agreement becween Buyer and, B PWCP for the supply of Product' at

the Premises. Buyer shan be solely responsible for the cost of'maintaining, repainogand replacing all ' trde dress. Request for the foregoing reimbursement shall be in writing and accompanied by all originai '., invoices (of which Buyer shall keep copLes). Upon receiving such a request, BPWep shall inpect Buyer's facilit'j' to' confrm, that the trde dress is of theproper, rye and properly'intalled and verify Buyer's'acrual .,

cost. If BPWCP 'COc.lI that the trade dress meets BPWCP's requirements ,aad veries Buyer's submitted'
cost as accurate, then SPWCP shan either reimburse Buyer the amount described above or pay the entire cost of such irade dress directly to the third part vendor, whichever BPWCP alone chooses. If BPWCP
elects to pay the thrd part vendor direcrly, then within five (5) calendar days after receivig notice from

BPWCP that such payment win be or has'been made, Buyer will remit to BPWCP the differeace becween

the amount of the invoice and the amount of BPWCP's reimburement as calculated above. Further, BPWCP may arr;uge diectly with a third part vendor ro satisfy the requirements of th Paragraph 14.3
and collect from Buyer in advance upon five days'notice, an amount equal to the totaL maximum

reimburemeiits to which Buyer is entitled under this Paragrph and Exhbit B, to cover Buyer's share of the
cost of rrde dress expenses. Should the amount of this advance paymcnt exceed one half of the actual cost

of satisfyg the trade dress requiremenis herein, BPWCP will refud the excess amount to Buyer.. If the
,amount of the advance payment is less than the acrual cost of satisfyng the irade dress requirements herein, then Buyer shall pay BPWCP the amount of the deficiency upon demand. In additioo to all other remedies available to it, BPWCP may offset against any amounts owed to Buyer, the amount of any rCrIrtance owig to BPWCP llereunder, Nocwithtanding this Paragraph 14,3, Buyer may be obliged to pay BPWep for any reimbursements received and diect vendor payments made by B PWCP hereunder upoa the termation or
nonrenewal 0 f ths Agreement as specifed in Paragraph l7 ,3.
14.4 Restrictions. Buyer will flOt adulterate, mislabel, misbrad or contaminate

Product; add any ingredients to Product without BPWCP's prior writteii conseiit; use any Mark except in connection with genuine ARCa Product; claim any right, titie or intercst in or to the Marks; directly or
indirectly deny or assail or assist others in denying or assailig the sole and exclusive ownership of BPWCP

in and to the Marks; register, adopt as its own propert, or use or assist others in registerig, adopting, or using any trdemarks, trde oames, advertising, signs, devices, symbols, slogans, design, or other trade indicia confusingly simlar to the Marks; or commt other trdemark violations or acts that could disparage
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the Marks or adversely affect the value of the marks or BPWC?'s goodwill and ownership rights hereto,
Any rights to any rv.trks obtained by Buyer contrary to ¡he foregoing shall be held in tnnst for BPWCP and

Lipon request, Buyer will assign such rights free of charge to B PWCP. '
14,5 Standards. The Premises must be clean, well maLntained, and graffti free, with

structures, driveways and pavement in good repair, B PWCP will perform periodic inspections for which repeated failure or poor performance is grounds for terniination or nonrenewal of ¡his Agreement.
\5.

Comoliance and Indemnification.

15,1 Compliance Witii Laws and Re2ulations. Buyer shall comply with any and all
applicable federal, state and local laws and regulations, including ¡hose pertaining to human health, safe!'!

or the environment, and shall further comply with any and all permrs or license pertaining to the Premises, Any references in this Paragraph 15.1 to laws or regularions shall include all such laws and regulations percaining to Product, or the air, or surface or subsurface water, surface or subsurface soil, and ¡he liandling,
storage and disposal of hazardous substances, materials or wastes. or solid wastes (whether or 110t defined

as hazardous by such laws or regulations), and vapor recovery and vapor recovery equipment Buyer shall

comply with any and all operaring, repor1ing and record keeping laws and regulations, as weil as all
operating, reporting and record keeping procedures designed to ensure that no unauthorized release of any Product occurs, and that in the event any f'roduct is released, all applicable--eporting, record keeping and cleanup requiremenrs are fully complied with,

, 15.2 Indemnification. Buyer will indemnify and, hold harmess BPWCP, Lts

affliates, subsidiaries, shareholders, directors, officers, employees and other representatives (and
shareholders, directOrs, offcers, employees and other representatives of such affiiates and subsidiaries) (collectively" "Indemnified Parties") from and against all claim, causes of action, liabilities, suits, demands,
,legal proceedings, governental actions, losses and 'expenses, including without limitation reasonable expert and' attorneys fees and costs (collecri'lely,"lnden1lified Expenses"), arising out of (i) any breach by'
Buyer (or any

of its offcers, employees or representatives) of any provision of this Agreement, (ii) the

storage, leakage or orher release of Product on, or from the Premies, (iii) any cleanup, remediation' or
response activiry conducted or ordered under applicable law, (iv) Buyer's use or occupancy of the Premises,
,(v) Buy(:r's operation of

the business or us(:, custody or operation ofBPWCP-owned equipment or any other equipm(:nt on the Premises, excepting any loss or damage arising solely from BPWCP's negiigeace or

failure to perform its obligations hereunder, or (vi) any intentional or unntentional violation by Buyer of any governent requirement applicable to the Premises or Buyer's storage or sate of Product, or the
disclosure or warnng of riks associated with Product at the Premies, This indemnification obligarron
shall survve the tenntion or nonrenewal of ths Agreement.

IS.J Liabiltv for Charl?es or Fines. In the event that BPWCP becomes liable for

payment of any charges or fies arising out of 8uyees noncompliance with any' governental laws or
regulations or Buyer's failure to secure any l1ecessary licenses or permts or renewals thereof,. now or

hereafter necessary, in connection with the possession and use of the equipment and other propert or the conduct of business on the Premises or Buyets failure to pay any taxes, impost or charges imposed by any governental authority, BPWCP shall have the right to charge Buyer the amount of any such charge or fine
paid by BPWCP.

LS.4 RelJortinl? Buyer shall report to BPWCP within 24 hours each incidence of major
personal injury or crimial activity. All other incidences of persnnal injur or crial activity shall be

reported as soon as practicable, but in no event later than 72 hours. Buyer will display, display signage regarding BPWCP's crie deterrence and reward offer in the manner specified by BPCWP, BPWCP reserves the right to change or withdrw any reward offer in its sole discretion in which case, Buyer will
remove or replace the signage immediately upon nonce,
16. lnsur::nce. Buyer shall obtain and maintain throughour the term of this Agreement each

of the following fomm of insurance from a fmancially sound and reputable insurance carrer. (i) workers'
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. '

compensation insurance including occupational diseas~ insuranc~ in accordance with tlle laws of the State in

which the Premises are located, and employers' liability insuran~e in an amount of at least $100,000 . disease each employee arid $100,000 each accident; and ( ii ). garage liability insurance or general liability

insurance, including contractual liability, insuring Buyets indemnity obligation set forth above, and
products--completed operations coverage, in amounts of at least $ 1,000,000 combined single limit each
occurre¡¡ce applicable to personal injury, including bodily injury, sickness, disease or death and loss of or

damage to property (with liquor law liability coverage if Buyer wil! sell or dispense alcoholic beverages), on which BPWCP is named as an ,additional insured. Buyer wiiI furnish BPWCP with certificates of insurance' evidencing the foregoing coverage and providing that no policy of insurance may be cancelled or materially modified without at least thirt (30) calendar days' prior written notice to BPWCP. Buyer hereby understands and agrees that coverage provided BPWCP by Buyer's insurance under this Agreement is prrmary insurance and shall not be considered contributory insurance with any insurance policies of
BPWCP,
17,

Termination and l'onrenew.1'
i7,l Trig:rering Events fo.r Termination or l'onrenew.1' (n addition to any other

ground BPWCP may have tinder the PtviPA, and subject only to any necessary restrictions under applicable law, BPWCP may tem11nate or nonrel1ew this Agreement upon any of the following triggering events:
(a) Buyer's failure to exert good faith efforr to carr out the provisions of

(his Agreemenn following writen notice to Buyer from BPWCP of such failure and fifteen calendar days to
cure such failure.
(b) Unlawful, t:audulent or deceptive acts or practices or criminal

misconduct by Buyer relevant to the' operation of the. Premises.
(c)
insolvency of

Declaration of bankzuptcy by Buyer or judicial determnation of '

Buyer. '
(d) Subject to Paragrph 18.3 hereof, the death or the prolonged sevete '

physical or':memal disability or disablement 'of Buyer (if Buyer is an individual), Buyer's majority
shareholder (if Buyer is a corporation) or any of Buyets general parters (if Buyer is a partership) for at

Premies. '
(e)

least thee (3) months which renders Buyer unable to provide for the continued proper opera

cion of

the

The loss of Buyer's right to possess the Premises.

(f) The condemnation or ather taking, in whole or in part of the Premises

pursuant to tlle power of eminent domain
(g) (h)
legally entitled.

The destrction of all or a substantial part of the Premises.
Buyets failure to timely pay BPWCP aJj swn to which BPWCP is

(i) Buyer's failure to operate the Premises for seven (7) consecutive

calendar days, or any lesser period which constirutes an unreasonable period of time.

Product or other violations by Buyer of che Marks.

U) The willful adulteration, coIDngling, mislabeling or misbranding of
(k) Buyets knowing failure to comply with federal, state or local laws or

regulations relevant to the use or operation of the Premies,

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(I) The conviction of any felnny involving moral turpitude or indictment

for any crimin¡¡1 misconduct relevant 10 the operation of the Pren~ses of Buyer (if Buyer is an individual),
Buyer's rr¡¡jority sharehulder (if Buyer is a corporation), ß.uyer's majority owning member (if Buyer. is an
LLC) or any of Buyer's general partners (if

Buyer is a partnership).

(01) The detemUnatioii by BPWCP, made in good faith and in the normal course of business, to withdraw from the marketing of motor fuel through retail outlets iii the relevant
geographic market area in which the Premises are located.
(n) The occùrrence of any other event relevant to the relationship between

the parries which makes lemUnation or nonrenewal reasonable, including without limitation those set forth

in Paragraph 17,2 below, '

(0) The breach by Buyer of any material provision of rhis Agreement,

which Buyer hereby agrees includes (without limitation) ( i) Buyer's failure to order and make available for sale quantities of each grade of Product which are suffcient to satisfy foreseeable customer demand, (ii)

Buyer's failure to keep a derailed record of each delivery of Product to Buyer or make those records
available to B PWCP as provided in Paragraph 9, ( iii ) Buyer's failure to take any of the leak prevention and

detection measures outlined in Paragraph 11, (iv) any artempt by Buyer to assign any interest in this Agreement without BPWCP's prior written consent, and (v) failure to complete consrrction "r rebuilding
witlÜn the time as set forth in Paragraph 1,2.

(p) If Buyer is a parry with BPWCP to a Loan Agreement or a Loan

Agreement and Security Agreement and Related Promissory Note, and Buyer fails to cure any de fault under
the foregoing Loan Agreement, Loan Agreement and Securiry Agreement and Promissory Note as

requested, BPWCP may termnate this Agreement.
17,2 Triggering Events for Nonrenewal. In'additiocc to any other ground BPWC?

may have urrder the PMPA. and subject only to any necessary resrrictions under applicable law, BPWCP may nonrenew this Agreement upon any of the followig triggering events:
(a) Buyer's failure to agree to changes or additions to its franchise

relationship with BPWCP, which BPWCP requests based on BPWCP's determnations made in good f¡¡ith
and the norma! course of business and without the purpose of preventing the renewal of the franchise relationship.

concerning Buyer's operation of the Premises, of which Buyer was apprised and, to the extenC they related
to the condition of the Premies or conduct of Buyer or Buyer's employees, which Buyer failed to cuue

(b) BPWCP's receipt of Dumerous bona fide' customer complaints

promptly.
(c) Failure of Buyer to operate the Premises in a clean, safe and healthful

manner on at least CWo previous occasions.
(d) A good faith determation by BPWCP made in its Ilomml course of

business that renewal of the franchise relationship is liely to be uneconomical to BPWCP despite any
reasonable changes or additions to the agreements between the partes, which may be acceptable to Buyer.

17.3 Effect of Termination or Nonrenewal. After receiving notice of termnation or nonrenewal and until the effective date of the termnation or nonrenewal, Buyer will continue to operate the
Premises in accordance with this Agreement.
(a) Ftom and after the effective date of ternation or nonrenewal, Buyer
will imediately discontinue all use of trde dress ard Marks associated with BPWCP, including without

limitation use of such trde dress and Marks on dispenseTS, pumps, containers" storage equipment,

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buildings, canopies. pump islands, pole signs, advertising, stationery and invoices. From and after the effective date of ternninai.ol1 or noiirenewal, Buyer will not adopt or use any trademarks trade dress or
symbols in the operation of the Premises that are confusingly similar to BPWCP's, including without

limitation, any four letter name or mark starring with ( i ) the letter "A" or ( ii) any vowel and Iiaving the letter "R" as a second letter, and Buyer will not use or employ as a symbol, mark or design any geometric
design that is red or any colored horizoiital striping that is predominately red and blue. Further, Buyer will

remove from all trade directories and telephone book listings al1 reference to the Mark.. Upon the effective

date of the temunation or nonrenewal, Buyer will promptly return to BPWCP or destroy, whichever BPWCP 'directS, all signs, advertising, graphics and other materials in Buyer's possession bearing any
Marks or used in any ,trde dress, ¡n addirion, Buyer hereby agrees that BPWCP may enter the Premises to remove or cover up any trade dress or advertisements bearing any Mark:. ¡f Buyer termnates or does not

renew this Agreement or if BPWCP termnates or does not renew this Agreement for a reason set fort in Paragraph 17,1 or i 7.2 above, then Buyer shall pay for the removal or covering up of all trade dress and trademark. as required hereunder. For a reasonabte period following the effective date of Buyer's
termination or nonrenewal and at no charge, BPWCP may keep any BPWCP properry still located on the Premises in place while negotiating for its sale or removaL.
(b) If tlls is the firt agreement berween Buyer and BPWCP for the supply

of Product at tlle Premises, Buyer will repay BPWCP all reimbursements and direct payments made by BPWCP under Paragraph 14,3 upon (i) the murual termnation of this Agre=ent prior to or at the end of
the first twelve months, (ii) tlle termn:)(ion of this Agreement by BPWCP or Buyer during the first twelve

months or (iii) the nOllenewal of this Agreement by BPWCP or Buyer at the end of the first tWelve months (if this is a trial franchise as defined under Section 2803 of the Pl'fP A),
(c) If this is die first agreement berween Buyer and BPWCP for the supply of Product at the Premises with a term of more,thaa one year and Buyer has been a part to an agreemenc

regarding the Premises with BPWCP for the supply ofProducr for less than thrt-six moaths, then after the

ffrst rwelve months Buyer will pay B?WCP, on a' Q£'~basis as described below, the amount of all "
reimbursements and direct paymentS made by BPWCP under Paragraph 14,3 upon the mutUal termnation

of this Agreement or termnation or c.onrenewal by Buyer or by BPWCP for a reasoa set forrh in Paragraph
17.l or 17.2 above. The Q! rata amount which Buyer is obligated to pay sha.ll be calculated by multiplying,
the

total ofihe reimbursements and direct payments made by BPWCP under Paragraph 14.3 times (a) two-

thds during the thirteenth through cwenty-fourt month of ths Agreement or (b) one-(hird during the
cwenry-fffth though thirt-sixth month of ths Agreemeat.
18.

Assi\!nment, Right of First Refusal and Successors In Interest.

18,1 Assignment. Buyer wil not sell, (or allow Buyer's foreclosing lender to
complete a sale), assign, give or otherwise trnsfer, any interest in this Agreement, its frnchise relationship with BPWCP, or its ownership, leasehold or subleasehold interest in the real propert or improvements on
tht constitue the Premises, to any individual or entity other than BPWCP, without first complying with

Paragraph l8.2 below and obtainng BPWCP's prior wrtten consent to such lIansfer, which consent shall
not be uneasonably delayed or witheld. Furer, if Buyer is a corporation or partership or LLC, neither

Buyer 'nor any shareholder, member or parter of Buyer wil sell, assign, give or otherwse trnsfer, or
mortgage, pledge as security or otherwse encumber any shares of stock. partersllp interest or other ownership interest in Buyer to any individual or entity without BPWCP's prior wrtten consent To ensure
that BPWCP has adequate time to evaluate any assignment or transfer request, Buyer will allow BPWCP at

least sixty (60) calendar days to evaluate any assignment or trnsfer request. A request for conscnt made less tharr 45 days before the expiration date of ths Agreement wil be considered a request for consent to
the renewal agreement, provided that one has been offered to Buyer. Buyer acknowledges and agrees that

any transfer, encumbrance, attempted transfer or attempted encumbrance which does not satisfy these prerequisites shall be void and without effect. Buyer fuer acknowledges and agrees that BPWCP may
imose a transfer ièe upon any trnsfer or encwnbrance of

Buyer's interest in its francmse relationship with

BPWCP. The, fee is currently $1,000, but BPWCP reserves the right to raise the fee to a maximum of
$4,000.
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t 8.2 Rillhl or First RefusaL. In retUrn fol" valuable consideration. Buyer's receipt of

which is hereby acknowledged, (i) upon receiving or extending any final offer to acquire any or all or Buyer's interest in this Agreement, its franchise relationship with BPWCP, or its ownership, leasehold or subleasehold interest in the real property or improvements that constihhte the Premises, whether conveyed
through a business broker or directly, co any entity or person other than Buyer's CU1Tent spouse or adult child

(nahhral or adopted)or (ii) upon the recordation of a Notice of Default that commences Buyer's lender's

foreclosure of a mortgage or deed of trut encumbering the Premises, Buyer shall offer such interesr to
BPWCP ,in Wriring, at the same price and on the same other term as ihose contained in the final offer or

Notice of Default. Buyer shall give BPWCP a complete, legible copy of the final offer including a breakdown of the amount for real property, equipment and goodwilI, all agreements in connection with the
proposed sale and the name and address of the proposed buyer/traruferee,. In the case of foreclosure, tl\e
price wilI equal the amount required to pay the foreclosing lender to termnate the foreclosure proceeding,

Default and any laier recorded Notice of Sale. B PWCP shall have ihirt (30) calendar days after its receipt of all data and documentation
Buyer shall give BPWCP a complete, legible copy of the recorded Notice of

required by it to enluate the offer and ex.ercise its right of first refusal by notifying Buyer in wrting that it

intends to exercise its right of first refusal and agreeing to pay Buyer the purchase price, less the amount of
any applicable transfer fee, on the term stated in the final offer, or the amount required to pay the

foreclosing lender to termnate the foreclosure proceeding, as applicable. During the 30 day period,

BPWCP shall have tt1e right of entry upon the premises to conduct reasonable envirorrental testing. If
B PWCP exercises its right of first refusal, each time period in the final offer will be auromatically extended
so that it start on the date that BPWCP exercised its tight of first refusaL. BPWCP may assign its right of

first refual to any th.ird party, If BPWCP does not exercise its right of first refusaL Buyer may consumate the proposed transfer, but not at lower price or on more favorable term than those offered to BPWCP .If

Buyer does not do so wirhin one hundred eighty (l30) calendar days after the date BPWCP received
Buyer's '.vitten'offer, then Buyer must recommence'the foregoing right ,of first refual procedure and satisfy the requirements of this Paragraph l3,2. BPWCP's, exercise' oi its right of first refusal shall 'not 'be dependent on irs prior refusal to approve the proposed transferee. Bllyer agrees to execute a memorandum county wttere the Premies are located and of ths Agreement to be recorded in the Offcial Records of the this right of firsr refusaL. ta1e all other action necessary to give effect to
18.J Successors In Interest. NotWithstanding Paragraphs 18.1 and 13.2, if death or incapacitation for more than ni.ety (90) consecutive

,

upon (he calendar days of Buyer (if Buyer is a natUral

person), a general parmer of Buyer (if Buyer is a partership) or a majority shareholder of Buyer (if Buyer

is a corporation), or majority-owning member of an U.C (if Buyer is an LLC), the inrerest in this
Agreement of such deceased or incapacitated person passes direcrly to an eligible person or persons whom
the deceased or incapacitated has designated as his successor in interest, i. wrting in a form prescribed by

and fied with BPWCP, and who ootifies BPWCP withn cwenty-one (21) calendar days after the death or
incapacitation 0 f his intention to succeed to such interest, then ths Agreement shall continue for the
remaining tenn hereof, provided that such successor in interest agrees in wrtig to assume all of the

obligations under this Agreement of the deceased or incapacitated and satisfies BPWCP's then .curreTl

criteria for simlar franchisees. A person who is' eligible to be designated a successor in interest is one who is (i) the adult spouse or adult child (natual or adopted) or parent of the deceased or incapacitated, (ii) a general parter of the deceased or incapacitated, (iii) a fellow shareholder of the deceased or incapacitated, Buyer is a sole proprietor, a designated legal (iv) a fellow member of the deceased or incapacitated or, (v) if heir. Only the most recently properly designated successor in interest wil be recognized as such. If Buyer

has' a spouSe and designates someone other than Buyers spouse, Buyers spouse must agree to the
designation,

18.4 BPWCP's Rillht to Assilln. BPWCP shall have the unestrcted right to transfer
or assign all or any part of its rights or obligations under this Agreement, including its tight of first refusal
described in Paragraph 13.2, to any person or legal entiry.

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19.

Miscell::neous

i 9.1 Rillht of Entry. Buyer hereby gives BPWCP the right to enter the Premises at
all reasonable times and without prior notice, to deteimne Buyets compliance with the provisions of this Agreement. BPWCP may detemUne Buyer's compliance by any means BPWCP selects, including wiihout limitation, the sampling and laboratory testing of Product. '
19,2 Successors and Assíllns. This Agreement shall be binding lIpon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however; that BlIyer shall

have no right to assign this Agreement, either voluntarily or by operation of law, except as provided in

Paragraph 18 above. "

i 9,3 Force Majeure. in ¡he event that either part hereto shall be delayed or unable
to perform any act required hereunder by reason of Act of Nature, srrlçes, lockouts, riots, insurrection, war,

governental act or order, or other reason of a like nature not the fault of or in the control oi the part delayed in perfomUng work or doing acts required under the term of this Agreement, then performnce of such act shaU be excused for the period of the delay. The provisions oi this Section shall not operare to

excuse Operator from prompt paymem of all Îees or any ocher payments required by the term of this
Agreement.

19.4 Notices. Except as limited by applicable law or as otherwise stated in this Agreement, any and all notices and other communications hereunder shaH be deemed to have been duly given when delivered personaily or forty-eight (48) hours after being mailed, certified or registered mail or overnight mail, return receipr requested, postage prepaid, in the English language, to the Premises if co
,Buyer and, to ¡he address ser fort on the first page of this Agreement iLto BPWCP, unless othernl\se

directed in writing by,BPWCP.
19,5 Relationship of: the Parties. Buyer agrees that' nothig in this Agreement

creates a joint venrure, agency, employment parership,or ,simìlar relationship beCWeen it and BPWCP, and

Buyer shail have no authority to bind BPWCP in any way. Buyer wil not assert otherwse. Buyer shall
Ildertake all obligatiocs as an independent contractor and shail ex:ercise and be responsible for the

exclusive control of the Premises, the employees and all activities' conducted there. Operator shaU be responsible for complying with ail the applicable workers' and unemployment compensation, occupationai disease, wage and hour, disability and sirrlar laws. BPWCP shall have no control over employees of the
Operator, including without limtation the term and conditions of their employment. Operator shall

continuously display on the exterior of the buildig in a cocspicuous manner at a point visible and
accessible to the public a legible sign meeting BPWCP's specifications, showing that Operator is the oWner of the business being conducted thereon.

19.6 Waiver, No purported waiver by either part hereto of any provision- of this
Agreement or of any breach thereof shall be deemed to be a waiver of such proviion or breach uness such

waiver is in writing signed by the part makig such waiver. No such waiver shall be deemed to be a
subsequent waiver of such provision or a waiver of any subsequent breach of the same or any orher

provision hereof.

19.7 Comoliance. Buyer shall at all times comply with all laws and applicable
govenuent requirements and obtain and mairrain all necessary licecses and pemmts for the performnce of

its obligations hereunder.
19.8 Authority,

Buyer hereby represents that as of the date hereof, Buyer has the

authority to enter inro this Agreement and that no consents of third parties other than those which have been
obtained and are attched hereto are necessary to enable Buyer to perform its obligations hereunder. Buyer

represents that as of the date of ths Agreement, Buyer is in compliance with all leases, contracts and
agreemenns affecting the Prerrses and Buyets use and possession of the Premises.
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19.9 Prior Course of Dealing, 'BPWCP and Buyer acknowledge and agree that tlm

Agreement is nor to be reformed, altered, or rnodified ii any way by any practice or course of dealing during or pnor to the term of the Agreement or by any representations, stipulations, warranties. agreement
or understandings. express or implied, except as fully and expressly set forth herein or except as may

subsequently be expressly amended by the written agreemenr of Buyer and BPWCP by their authoi;zed
representatives.
19,10 Further Assurances. Buyer agrees to execute and deliver such other documents
and take such other action as may be necessary to more eífectively consummate the purposes and subject

matter of this Agreement.
19,11 Non-exclusivitv, Buyer has no exclusive territory, BPWCP may establish

additional ARCO or other brand or no brarrd Gasoline or other fueling facilities in any 10caÜorr and
proximity to ¡he Premises.

19.12 Other Businesses. In order to ensure that there is no interference with acces:¡
for delivery trucks, storage or delivery, Buyer will obtain BPWCP 's prior W1'irten consent to the placemerrt
of any other businesses or equipment on the Premises which consent will not be unreasonably delayed or

withheld,
19. I 3 Ethics. Buyer acknowledges thac giving payments or ocher inducements to any

employee or agent of BPWCP in conneCrlon with this Agreement or Buyer's franchise relationship with

BPWC? violates BPWCP's ethcal policies and entitles BPWCP to termnate this Agreemenl Franchisee

shall notify ß PWCP 's Securry Departent if any employees or agents solicit payments or other
induc ements.
19.14 Applicable Law, Except where this Agreemenrwould otherwse be governed

by federal law, this Agreement shall in all respects be. imerpreted, enforced and governed under the laws of
;¡.
the state where the Premises ,are located. If arty provision of

ths Agreement:should be determned to be

invalid or unenforceable, such provisiorr shall be

'deemed to be severed or limted, but only to the extent

required to render the re.maining provisions ,of this Agreemenr enforceable, and the Agreement as thus

amended shall be enforced to give effect to the intention of the parties insofar as rhat is possible.
19.15 Headines and Gender. The paragraph headings in this Agreement are intended

solely for convenience of reference and shall not in any way or manner amplify, limt, modify or otherwse affect the interpretation of any provision of ths Agreement, and the neuter gender and the singular or plural

requires. '

oumber shall be deemed to include the othet genders or numbers whenever the coiitext so indicates or

19,16 Entire AiHeemen t. This Agreement and the exhibits attched hereto and any
wrtten agreements executed contemporaneously with this Agreement relating to the Premises, set fort the entire agreement berween the pares and fully supersede any and all prior agreements or understandings
between the parties, pertaining to the subject matter hereof, and, except as otherwse expressly provided

herein, no change in, deletion from or a.ddition to this Agreement shall be valid unless set forth in wrting and signed and dated by the parties hereto.

This space is intentionally left blank.

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Buyer hereby acknowledges having re::ù this Agrcement in its entirety and rully understands and agrces (0 its contents. No representative of BPWCP is authorized b)' BPWCP to orally modify, amend, add to or waive any provision or this Agreement. .

IN WITNESS WHEREOF, the parties hereto have ex.ecuted this Agreement as of the day and year first
above written.

BP West Coast Products LLC
Buyer:

~~-

Name
Title:
Witness:

,~~t~ ihj?ii /lU/1

VVLA..Ar1-'Jf

Witness:

Each of tlle undersigned, as owner, part oivner, mortgagee or lien holder, for himself and his lega!

representatives, successors and assignees, hereby consents to the foregoing agrcement, including without limitation, to the installations"maintenance, repair, replacement and removal of all required
trade dress and trademarks. Each of the undersigned further waives any interest in, right to levy

upon, mortgage or othenvise make any claim against any such ,trade dress or trademarks and
confirms BPWCP's title to and right of removal or any property provided or loaned by BPWCP.

Name

,Name

Title:
W.itness:

Title:
Witness:

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Page 17 of 80

Exhibit A

Trade Dress Requirements

See Attached booklet entitled "Minimum Trademark Standards, Ttade Dress Requirements and Trade Dress
Options for Selling ARC

a Branded Motor Fuels at Retail Outlets".

This space is intentionally left blank.

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E:thibit B

Shared Trade Dress Costs ror ARCO. Branded Gasoline Oiil\'

Trade Dress Item

Cost - % Sh::re BPWCP/De::!er

Restrictions

All Exterior Décals

100% BPWCP
LOO% BPWCP

Interior Decal Kit
!luminated Building Bullnose

100% BPWCP

Max. lOO Feet, 50/50 ¡hereafter

Canopy Bullnose LED

50/50
100% Dealer

Non-illuminated Canopy Bullnose (back of Canopy)

ID Sign - Freeway- Sign/Face Only
ID Sign Fwy - Pole and Foundation
ID Sign Face
il Sign Foundation and

100% BPWCP
100% Dealer
LOO% BPWCP

Architectural Veneer/Pole
ID Sign - Building - 3 x LO

100% Dealer

ARCO Logo Sign

100% BPWCP

Non-il Siga - 24 Hour Signs

100% Dealer

Non-il Sign - Meral Info Signs Bumper Post, , Tax
Paint
Permts for Signage

50/50
i 00% Dealer
100% Dealer

Coming Soon Banners
Pump Toppers (aU hardware)

100% BPWCP 50/50
100% Dealer

Quick Crete Cement Trash Container
Tank Tags

100% BPWCP 100% BPWCP

Channel Letter

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Page 19 of 80

I'

Exhibit B (Continued)

Tr~de Dress (tem

CDst . % Shar~ B P\VCPlDealer

Restrictions

Canopy Sparks

100% BPWCP
LOO% Dealer

(Max. 4 Sparks)

VSA T Equipment: (I) Hughes Satellite
Dish L 00% Dealer and (2) Hughes

Indoor Unit - Sacelllte Receiver (3) Deicer (if required for colder dimate)

" Any costs not set forth as being paid or shared by BPWCP shall be at the sole expense of the Operator/Buyer

This space is intentionally left blank.

l

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Page 20 of 80

,.

AMENDMENT TO CONTRACT DEALER GASOLINE AGREEMENT

(Branded Diesel Fuel)
Facilty: 82461

Customer Account: 0996439

THIS AMENDMENT, dated as of II ). 170 ~ , amends the Contract Dealer Gasoline
Agreement ("Agreement" dated \J '( 000 ,between BP West Coasl Products LLC, organized in Delaware .("BPWCP") and STTN nterprises. Inc. ("Buyer") with delivery premises at 631 San

Felipe Road, Hollster, CA 95035 ("Premises").
It is hereby agreed by and between the parties that effective on the date written above or the Commencement Date of the Agreement, whichever is later, the Agreement is hereby amended to provide that except as set forth below, any references to "motor fuels comprising gasolines and gasoline-containing materials bearing

the ARCO trademark and other identifying symbols," "gasoline" and "product" shall be construed to include such motor fuels comprising diesel fuel and diesel fuel-containing materials bearing the ARCO trademark and
other identifying symbols ("ARCO branded diesel fuels and diesel fuel-containing materials") as Buyer may

purchase and receive from BPWCP and BPWCP may sell and deliver to Buyer at the Premises during the
term hereof.
It is understood and agreed by and between the parties that Temporary Voluntary Allowances ("T A's") are
not applicable to diesel fuel or diesel fuel-containing materials and, therefore, the terms and conditions

relating to TVA's set forth in the Prices provisions, Paragraph 5 of the Agreement, are not amended and

supplemented by this Amendment. It is further understood and agreed by and between the parties that,
except as herein specifically amended and supplemented, all other terms and conditions of the Agreement, as previously amended and supplemented, shall be and remain in full force and effect.
This Amendment auto