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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 "A enc " shall mean all local, state, and federal governmental <br />agencies with jurisdiction over the Property. <br />(b) Corrective Actionfs). 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; (e) 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 <br />Page 3 of 6 <br />