TESORO REFINING AND MARKETING COMPANY LLC

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neither this Access Agreement nor any acts performed pursuant thereto may be introduced into evidence to establish such liability or responsibility. 13. Severability. If one or more provisions of this Access Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Access Agreement, and the balance of the Access Agreement shall be interpreted as if such provision(s) was/were so excluded, and shall be enforceable in accordance with its remaining terms. 14. Entire Agreement; No Amendment to Purchase and Sale Agreement. There are no oral representations, stipulations or warranties, express or implied, with respect to the subject matter of this Access Agreement which are not fully set forth herein. Except for all of the terms and conditions of the Purchase and Sale Agreement and any other agreements and documents executed pursuant thereto (none of which are amended, modified, or deleted by this Access Agreement), all prior oral or written or contemporaneous promises, representations, agreements or understandings, express or implied, regarding the subject matter of this Access Agreement are expressly merged herein and superseded hereby. 15. Headings. The headings in this Access Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise affect the interpretation of any provision of this Access Agreement; and the masculine, feminine or gender neutral, as well as the singular and plural, shall be deemed to include the other gender and numbers whenever the context so indicates or requires. 16. Further Assurances. Licensor and Licensee agree to execute and deliver such other documents and to take such other actions as may reasonably be required to effectuate the purpose and subject matter of this Access Agreement. 17. Waiver. No purported waiver by either Party hereto of any term or provision of this Access Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach unless such waiver is in writing and signed by the Party making such waiver. No such waiver shall be deemed to be a subsequent waiver of such provision or a waiver of any subsequent breach of the same or any other provision hereof. 18. No Joint Venture. The Parties acknowledge and agree that this Access Agreement shall not be construed to create a partnership, joint venture, employment or agency relationship between the Parties. 19. Indemnification. Licensee shall indemnify, defend, and hold Licensor (and its officers, managers, representatives, agents, and employees) harmless from and against any and all liabilities, claims, suits, judgments, actions, investigations, proceedings, costs, and expenses (including attorneys' fees and costs) arising out of any death, bodily injury, or property damage caused by any act and/or omission by Licensee or its Designated Representatives at the Property in connection with Licensee's exercise of its rights under this Access Agreement. IN WITNESS WHEREOF, the Parties have duly entered into this Access Agreement on the dates set forth below. Licensee: Tesoro Refining & Marketing Company LLC Date: 2019 M Licensor: City of Santa Ana Date: 2019 Raul Godinez II City Manager Page 16 of 18