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g. Licensee shall take all necessary precautions to prevent the import and/or
<br />release into the environment of any hazardous materials which are imported to, in, on or under the
<br />Property during this right of entry. If hazardous materials are imported onto the Property as a result
<br />of the surveying and geotechnical soil testing, Licensee shall be solely responsible for removing such
<br />imported hazardous materials in conformance with all governmental requirements. Licensee shall
<br />report to the Agency, as soon as possible after each incident, any unusual or potentially important
<br />incidents with respect to the environmental condition of the Property.
<br />3. Indemnity. Licensee hereby agrees to defend, indemnify and hold the Agency and
<br />the City and their officers, officials, members, employees, agents and representatives, harmless from
<br />and against any and all loss, damage, injury, liability, claim, cost or expense (including, without
<br />limitation, reasonable attorneys' fees, expert witness fees, court costs, and expenses) arising from or
<br />attributable to the activities of Licensee or any of its employees, agents, consultants or contractors
<br />upon the Property pursuant to this Agreement, including without limitation, the Site Condition. All
<br />use of and entry upon the Property shall be at the sole cost, risk and expense of Licensee. Licensee
<br />recognizes and understands that should this Agreement be deemed by the County of Orange to create a
<br />possessory interest subject to property taxation, that Licensee shall be subject to the payment of property
<br />taxes levied on such interest, and that it shall defend, indemnify and hold the Agency and the City and
<br />their respective officers, officials, members, employees, agents and representatives, harmless from
<br />and against any and all such claims.
<br />4. Applicability of Certain DDA Provisions.
<br />a. Prior to entry onto the Properly pursuant to this Agreement, the Licensee, as
<br />"Developer" under the DDA, shall have acknowledged, in writing, the waiver or fulfillment of the
<br />Developer's Conditions Precedent as set forth in subsections (d), (g), (i), (j), (lc), and (1).
<br />b. The following provisions of the DDA shall also be applicable to this
<br />Agreement from and after entry onto the Property pursuant to this Agreement, as though a Closing
<br />occurred with respect to Phase R-1: Sections 206.4, 206.5, 206.6, 206.8, 206.9, 307.1, 309, 371,
<br />311.1, and 312.
<br />5. Miscellaneous.
<br />a. Choice of Law. This Agreement is to be governed by, and construed in
<br />accordance with, the laws of the State of California. Venue shall be in the County of Orange.
<br />b. Remedies. Either party shall, in addition to all other rights provided herein or
<br />as may be provided by law, be entitled to the remedies of specific performance and injunction to
<br />enforce its rights hereunder, except to the extent expressly provided to the contrary in this
<br />Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall
<br />be exclusive of any other, and each party shall have the right to pursue any one or all of such rights
<br />and remedies or any other remedy which may be provided by law, whether or not stated in this
<br />Agreement, except to the extent expressly provided to the contrary in this Agreement.
<br />c. Counterparts. This Agreement may be executed in two (2) or more
<br />counterparts, each of which shall be deemed an original but all of which together shall constitute one
<br />and the same instrument.
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<br />DOCSOC/1523 614x9/20 0272-000 1
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