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AOC Site#.4912
<br /> Acquisition#.5445
<br /> 3. Sampling. Licensee shall permit the samples collected as part of the Authorized
<br /> Activities to be analyzed according to the scope of work, specifications, as outlined on page 5 of
<br /> Exhibit 11C," and no other analysis shall be done without the written consent of McDonald's
<br /> provided in advance of collecting the sarnple(s). Licensee shall provide McDonald's with a copy
<br /> of all sampling results from samples taken from the Property promptly upon Licensee's receipt
<br /> of the sampling data. Promptly following the submittal to the SJCEHD, Licensee shall also
<br /> provide McDonald's with copies of all non-privileged correspondence, reports, and submittals
<br /> made to the SJCEHD, which include any sample results from the Property or any other data or
<br /> information generated as part of any of the Authorized Activities. Upon request by McDonald's,
<br /> Licensee shall also provide to McDonald's copies of field notes, boring logs, and other non-
<br /> privileged information generated or gathered in the course of executing any of the Authorized
<br /> Activities.
<br /> 4. Term. The term of this License shall commence on the Effective Date and shall
<br /> terminate upon the earlier of (a) a determination by SJCEHD that the Well is no longer
<br /> necessary, and thirty(30) days after the date on which the SJCEHD issues a"No Further Action"
<br /> letter; or (b) five years from the Effective Date. Licensee shall properly abandon the Well in
<br /> accordance with all applicable laws, rules and protocol established by the SJCEHD upon the
<br /> expiration or earlier termination of this License, unless otherwise agreed in writing by the
<br /> Parties.
<br /> 5. Fees. In consideration of the preparation, review, and execution of this License
<br /> by McDonald's and the grant of access as provided in this License, Licensee will, within thirty
<br /> (30) days of full execution of this License by all Parties, remit the amount of $1,500.00 to
<br /> McDonald's. In addition, Licensee shall also reimburse McDonald's for reasonable attorneys'
<br /> fees incurred in overseeing performance under and compliance with this License after execution
<br /> of this License including, without limitation,review and evaluation by McDonald's legal counsel
<br /> of sampling data and other information fiunished to McDonald's pursuant to this License or
<br /> otherwise obtained by McDonald's in connection with the Authorized Activities, in an amount
<br /> not to exceed $1,500.00. For attorneys' fees incurred subsequent to the execution of this
<br /> License, Licensee shall make payment to McDonald's within thirty(30) business days of receipt
<br /> of McDonald's submittal of a request for reimbursement. Such request shall include copies of all
<br /> invoices documenting the legal services provided and evidencing payment of same by
<br /> McDonald's. The failure to reimburse McDonald's for attorneys' fees under this Section 5 as
<br /> specified herein shall constitute a default under the terns of this License. The obligation to
<br /> reimburse attorneys' fees pursuant to this Section 5 shall survive the expiration or earlier
<br /> termination of this License.
<br /> 6. Indemni . Licensee shall indemnify, defend, release and hold harmless
<br /> McDonald's, Operator, and their subsidiaries and affiliates, from and against any and all claims,
<br /> losses, causes of action, judgments, settlements, fines, penalties, damages including economic,
<br /> and direct damages, injury to persons and damages to property, costs and expenses, including
<br /> reasonable attorneys' fees and costs (collectively "Claims") arising out of, in connection with,
<br /> resulting from: (a) the performance of the Authorized Activities; (b) any intentional misconduct
<br /> or negligent acts, errors or omissions by Licensee and/or its employees, agents, representatives,
<br /> sub-consultants, or any other person acting directly or indirectly through or under Licensee; (c)
<br /> any actual or alleged violation of any applicable federal, state or local laws, regulations,
<br /> ordinances, administrative orders or rules; and/or (d) any actual or alleged breach by the
<br /> Licensee of any of its respective representations, warranties and/or obligations in this License.
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