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With a copy to:
<br />City of Santa Ana
<br />20 Civic Center Plaza
<br />Santa Ana, CA 92701
<br />Attn: Clerk of the Council
<br />6. Governing Law: Venue. This Access Agreement shall be governed by and construed in
<br />accordance with the laws of the State of California.
<br />7. Successors and Assigns. This Access Agreement shall be binding upon and inure to the benefit
<br />of the respective successors and assigns of the Parties, including, but not limited to, any successors -in -interest
<br />to Licensor's interest in the Property. Licensor shall provide prompt notice to Licensee of any assignment of
<br />this Access Agreement. Licensor represents, warrants, and covenants that it will not sell or transfer its interest
<br />in the Property unless the buyer or transferee agrees to an assignment of this Access Agreement to such buyer
<br />or transferee without modification, amendment, or alteration. In the event of any such assignment, Licensor
<br />shall not be released from any obligations or duties hereunder that arise or accrue after any assignment.
<br />Furthermore, Licensor shall not lease the Property after the Effective Date without disclosing this Access
<br />Agreement to the tenant, obtaining a written acknowledgement from the tenant that it has read and understands
<br />this Access Agreement, and securing written confirmation from the tenant that it also agrees to be bound by all
<br />terms and provisions of this Access Agreement that are applicable to the Licensor (which shall not in any way
<br />release Licensor from any of its duties and obligations under this Access Agreement).
<br />8. Definitions.
<br />(a) Agency. The term "Agency" shall mean all local, state, and federal governmental
<br />agencies with jurisdiction over the Property.
<br />(b) Corrective Action(s). The term "Corrective Action' or "Corrective Actions" shall
<br />mean any assessment, corrective, remedial, removal, and monitoring activities of any petroleum
<br />products, toxic substances, hazardous wastes, hazardous materials, hazardous substances and the
<br />like on, under, and/or at the Property, including, but not limited to (a) the placement, installation,
<br />retention, operation, use, repair, replacement, maintenance, and removal of equipment, tools, and
<br />related facilities; (b) the temporary storage of investigation or remediation-derived wastes; (c) sampling,
<br />testing, monitoring, injecting, inspection, equipment operation, maintenance, and other investigative
<br />and remedial work; (d) the installation, drilling, monitoring, maintenance, and abandonment of wells,
<br />trenches, and other equipment used to facilitate any Corrective Action; (a) treatment, including
<br />landfarming of soils; and (f) other related environmental activities as may be desired by Licensee.
<br />9. Counterparts. This Access Agreement may be executed in counterparts, which counterparts
<br />shall constitute a single, integrated agreement, and may be delivered by facsimile.
<br />10. Modification: Waiver. This Access Agreement cannot be modified, amended or altered, or any
<br />of the terms hereof waived, except by an instrument in writing (referring specifically to an intent to modify,
<br />amend, or alter this Access Agreement) signed by the Party against whom enforcement of the modification,
<br />amendment, alteration or waiver is sought.
<br />11. Recording. This Access Agreement shall not be recorded. However, at the option of Licensee,
<br />a memorandum of this Access Agreement may be recorded by Licensee in the office of the county recorder in
<br />which the Property is located and/or at such other appropriate location or place as may be determined by
<br />Licensee. Licensor agrees to promptly execute in recordable form any such memorandum requested by
<br />Licensee, provided that the form and substance thereof is acceptable to Licensor in its reasonable discretion.
<br />12. No Admission of Liability or Responsibility. By entering into this Access Agreement, Licensee
<br />makes no admission of liability or responsibility regarding the environmental condition of the Property, and
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