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RM&R Site#:1487
<br /> Acquisition#:5886
<br /> LICENSE AGREEMENT
<br /> THIS AGREEMENT is made as of December 29, 2008, by and between TRANSAMERICA
<br /> MT ASSOCIATES, ("Licensor"), and CONOCOPHILLIPS COMPANY ("Licensee"); Licensor
<br /> and Licensee, collectively, shall sometimes hereinafter be referred to as the "Parties".
<br /> RECITALS
<br /> A. Licensor is the legal and rightful owner of a certain parcel of real property located
<br /> at 2800 West March Lane, Stockton, California, and further identified by the San Joaquin County
<br /> Assessor as Parcel No. 118-020-05 (the "Property"), and in the vicinity of the 76 Service Station
<br /> located at 2701 West March Lane, Stockton, California;
<br /> B. Licensee, in cooperation with the San Joaquin County Environmental Health
<br /> Department; now desires to enter the Property to conduct various environmental investigation
<br /> and/or remediation activities, including, but not limited to: 1) the installation of three (3)
<br /> groundwater monitoring wells approximately at the locations labeled as "MW-11D, MW-III &
<br /> MW-11S"; and 2) the advancement of one (1) soil boring "HB-4," as shown on Exhibit "A"
<br /> attached hereto and made a part hereof; and conducting quarterly sampling and testing of the
<br /> groundwater monitoring wells; and, upon completion of sampling, the soil boring shall be filled
<br /> with neat grout (the "Work");
<br /> C. The Parties desire to enter into this License Agreement so that the soil and/or
<br /> groundwater can be assessed pursuant to environmental laws and regulations;
<br /> NOW THEREFORE, in consideration of the granting of the foregoing, the mutual premises,
<br /> covenants, conditions and agreements hereinafter set forth, and other good and valuable con-
<br /> sideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows:
<br /> 1. Grant of License - Licensor hereby grants to Licensee, and its employees, representatives
<br /> and contractors an irrevocable, non-exclusive license (the "License") to enter upon the Property
<br /> from time to time to conduct the activities described in Recitals Paragraph B and C above.
<br /> Further, Licensor shall cause any tenants or lessees of the Property, not a party hereto, to provide
<br /> Licensee, including its consultant(s), and/or contractor(s), same License. This License shall
<br /> commence on December 29, 2008 (Effective Date), and shall end on December 29, 2013, unless
<br /> the Parties agree in writing to extend the term of the License. If Licensee is required by a
<br /> government agency to maintain a well or other equipment on the Property beyond the term of this
<br /> License, the License shall, on notice of such requirement to Licensor, be extended until thirty (30)
<br /> days after such requirement ceases. Prior to the expiration of the License, Licensee shall, at its
<br /> sole cost and expense, (a) cause any excavations to be returned to the original gradient, (b) remove
<br /> all equipment placed on the Property, (c) fill and level all ditches, ruts and depressions, if any,
<br /> caused by the closure of the Licensee's excavation operations on the Property and (d) remove all
<br /> debris resulting therefrom.
<br /> Page I of 4
<br /> Rev. 11129108
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