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necessary to perform its obligations and to enjoy any rights it may have under the Treatment Agreement, including but not limited to the operation, maintenance, service, repair and removal of the Project in accordance with the terms and provisions of the Treatment Agreement, including, without limitation, access from 6:OOAM to 6:OOPM daily and off -hours with adherence to the District's site access protocols. 2. Consideration. In consideration of the right to access and use the Premises, Operator shall pay to the District the sum of $1.00. 3. Indemnification. In addition to any other obligations that Operator has under the Treatment Agreement, Operator hereby agrees to protect, indemnify, defend and hold harmless District, along with its employees, tenants, invitees, contractors, lenders and agents from any and all claims, losses, damages, expenses, liabilities, demands and causes of action arising from, caused by, related to or involving (i) the entry onto or use of the Premises by Operator, or by the Operator's contractors, agents and/or consultants ("Operator's Consultants"), including, but not limited to, performance of construction or maintenance work relating to the Project, or (ii) any acts, omissions or negligence of Operator or Operator's Consultants. 4. No Modification. Nothing herein shall be deemed to modify or amend the terms and provisions of the Treatment Agreement or limit any party's duties, obligations, rights and interests thereunder. 5. Assignment. The District shall not assign any of its rights or obligations hereunder without the prior written consent of the Operator. The Operator may assign (including any collateral assignment) any of its rights and obligations hereunder to any lender providing financing for the benefit of the Operator. 6. Severability. If any provision of this Access Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Access Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provision with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provision. The invalidity of a provision of this Access Agreement in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 7. Counterparts. This Access Agreement may be executed by the Parties and transmitted electronically or by facsimile in as many counterparts as the Parties may deem necessary and convenient, and all such counterparts taken together shall constitute but one and the same instrument. 8. Entire Agreement. This Access Agreement contains the entire understanding and agreement of the Parties with respect to its subject matter, and supersede any prior understandings or agreements, whether written, oral or otherwise. 9. Governing Law. This Access Agreement shall be governed by the laws of the State of Florida, without regard to the conflicts of law principles that would result in 2 4875-5716-9934, v. 2