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ACCESS AND <br /> INDEMNITY AGREEMENT <br /> This ACCESS AND INDEMNITY AGREEMENT ("License Agreement") is made and entered <br /> into as of June _41, 2022 ("Effective Date"), by and between CALIFIA, LLC, a California <br /> limited liability company ("Licensor") and CITY OF LATHROP, a California municipal <br /> corporation ("Licensee"). <br /> RECITALS <br /> A. Licensor is the owner the real property located at 950 Stewart Road, Lathrop, <br /> California, comprising of APN 210-21-001 within the area commonly known as the Business <br /> Center of the River Islands Project in Lathrop, California, as generally depicted on Exhibit A and <br /> identified east of the large water tank in Figure 1 of Exhibit B attached hereto("Licensed Area"). <br /> B. Licensee wishes to utilize the Licensed Area for the sole purpose of drilling, <br /> constructing and operating an aquifer storage and recovery well to test and evaluate subsurface <br /> conditions thereon as more fully described on Exhibit B ("Permitted Use"). <br /> C. Licensor desires to grant a license to Licensee to use the Licensed Area for the <br /> Permitted Use subject to the terms of this License Agreement. <br /> THEREFORE, for and in consideration of the mutual covenants and agreements contained <br /> in this License Agreement, and other good and valuable consideration, the receipt and sufficiency <br /> of which are hereby acknowledged, the parties agree as follows: <br /> AGREEMENT <br /> 1. Grant of License. From and after the date hereof, Licensee and Licensee's officers, <br /> agents, employees, consultants, contractors, subcontractors and invitees ("Licensee's <br /> Representatives") shall have the non-exclusive right and license to enter upon the Licensed Area <br /> solely for the Permitted Use. In conducting all such activities, Licensee shall comply with all <br /> applicable laws, rules and regulations, obtain all applicable permits and obtain and maintain the <br /> insurance described below. Licensee shall pay all costs, fees and expenses of such Permitted Use <br /> and activities. Licensee acknowledges and agrees that Licensor has caused to be completed certain <br /> work necessary to improve the Licensed Area ("Licensor's Improvements"). Without limiting <br /> any of the terms of this License Agreement, Licensee shall repair, at Licensee's sole cost and <br /> expense, any damage or modification to Licensor's Improvements arising out of or in connection <br /> with Licensee's entry upon the Licensed Area or any activities in connection with the Permitted <br /> Use or this License Agreement, and upon completion of the Permitted Use or expiration of the <br /> Term (defined below), whichever is earlier, at Licensor's written request, restore the Licensed <br /> Area to the condition existing prior to the commencement of the Permitted Use. In the event <br /> Licensee fails to close escrow on and/or accept dedication of the Licensed Area for any reason <br /> whatsoever, Licensor shall retain possession of the Licensed Area including all improvements <br /> thereon at no cost to Licensor. <br /> Page 1 of 9 <br />