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Site#2701205 LICENSE AGREEMENT 38a THIS AGREEMENT is made on March 8, 2004,by and between OUR LADY of GUADALUPE CHURCH, (hereinafter"Licensor"), and CONOCOPHILLIPS COMPANY (hereinafter"Licensee"); Licensor and Licensee shall sometimes hereinafter be referred to as the "Parties". RECITALS A. Licensor is the owner of a certain parcel of real property located at 16200 Cambridge Drive, Lathrop, CA, and further identified by the San Joaquin County Assessor as Parcel No. 196-470-21 (the"Property"), and in the vicinity of the Circle K Service Station No. 2701205 located at 16470 Cambridge Drive, Lathrop, CA; B. Licensee now desires to enter the Property to drill(3) Geoprobes for soil and water samples, and install up to(3) groundwater monitoring wells based on Geoprobe data, approximately at the proposed locations marked on Exhibit"A" attached hereto and made a part hereof; and conduct certain monitoring well sampling and testing activities on a quarterly basis. C. Licensor and Licensee desire to enter into this License Agreement so that the soil and/or groundwater can be assessed in relation to environmental laws and regulations; 11. Governing Law -This Agreement shall be construed and interpreted and governed by and in accordance with the local law of the State of California without reference to any choice of law, rules or policies which may refer the resolution of any dispute arising hereunder to the laws of any other jurisdiction. 12. Counterparts-This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which,taken together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this License Agreement by their duly authorized representative on the date first above written. LICENSOR LICENSEE OUR LADY OF GUADALUPE CHURCH CONOCOPHILLIPS COMPANY By: /��!/T l By: Name: I f. lMcE5 10- ame: Frank 1e o Title:_ ffiL-ho Title: Agent Date: /yI A� �01t Date: