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<br />MAR %w 2019
<br />A-2019-010-02
<br />Ei RW KA} Access Agreement
<br />L-tik cb~ W This Access Agreement ("Access Agreement") is made and effective as of the last date of signature
<br />below ("Effective Date") and Is by and between Tesoro Refining & Marketing Company LLC, a Delaware limited
<br />liability company (" icensee"), and the City of Santa Ana ("Licensor"), with respect to certain real property
<br />commonly known as 2245 S. Main Street, Santa Ana, California as more particularly described on Exhibit "A"
<br />attached to this Access Agreement and incorporated herein by reference (" ro ert "). Licensor and Licensee
<br />are hereafter sometimes singularly referred to as a "Part ' and collectively referred to as the "Parties."
<br />Recitals
<br />A. Whereas, the Parties are parties to a Purchase and Sale Agreement for Acquisition of Real
<br />Property and Bilateral Escrow Instructions ("Purchase and Safe Agreement") regarding the Property;
<br />B. Whereas, one of the conditions to closing escrow under the Purchase and Sale Agreement is
<br />the full execution of this Access Agreement.
<br />NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and
<br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee
<br />hereby agree as follows:
<br />1. Condition Precedent. This Access Agreement shall not take effect, nor have any force or effect,
<br />unless and until escrow closes under the Purchase and Sale Agreement and the Licensor acquires Licensee's
<br />fee interest in the Property as a result of the same.
<br />2. Grant of License. Licensor, for itself and all successors -in -interest to its interest in the Property,
<br />and on behalf of all present and future tenants and occupants of the Property, hereby grants to Licensee and
<br />Licensee's parent, affiliated and subsidiary companies, and all of their employees, consultants, contractors,
<br />representatives, and agents (collectively, "Designated Representatives"), as well as any of their assigns, an
<br />irrevocable, non-exclusive license ("License") for the Term (as defined below), at no charge or rent, to access
<br />and enter onto the Property and perform any and all Corrective Action(s) (as that term is defined below) on,
<br />under, and at the Property that Licensee desires or is required to undertake or cause at the Property. Nothing
<br />in this Access Agreement shall be construed as requiring or obligating Licensee to undertake or cause any
<br />Corrective Action. The "Term" of this Access Agreement commences on the date Licensor first acquires fee
<br />title to the Property from Licensee and continues until one (1) year after Licensee obtains a "No Further Action"
<br />letter from the governmental agency with jurisdiction for issuing the same with respect to the Property.
<br />3. Notice. Except in the event of an emergency, and except for any routine, "turnkey" activities,
<br />Licensee (or Licensee's Designated Representatives) will provide Licensor a minimum of 48 hours' notice prior
<br />to entering the Property via telephone, electronic mail, or facsimile transmission using the telephone number,
<br />electronic mail address or facsimile number designated by Licensor below.
<br />4. Performance of Corrective Actions. Licensee shall perform any Corrective Actions (defined
<br />herein) it performs at the Property pursuant to this Access Agreement as follows:
<br />(a) Licensee shall conduct all Corrective Action in a manner so as to minimize any
<br />inconvenience or disruption to any business activities at the Property. Subject to the indemnity
<br />granted below for death, bodily injury, and property damage, Licensee and its Designated
<br />Representatives shall not be liable or responsible for any direct, special, consequential or
<br />incidental economic damages or harm resulting from Its exercise of the License granted
<br />hereunder, including, but not limited to, any lost profits, lost rents, lost, income, lost sales,
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