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Seller licenses the Buyer and its contractors to enter the Property for the <br />purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary <br />and appropriate. The license given in this Section 2.8 shall only be effective until the <br />earlier of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date <br />of any Termination Notice provided hereunder. The Buyer shall conduct all Due <br />Diligence Investigations during the Due Diligence Period at its sole cost and expense. <br />The Buyer shall abide by any reasonable condition(s) of entry onto the Property <br />required by Seller, whether or not set forth in this Agreement. Any Due Diligence <br />Investigations by the Buyer shall not unreasonably disrupt any then -existing use or <br />occupancy of the Property. <br />(a) Limitations. The Buyer shall not conduct any intrusive or <br />destructive testing of any portion of the Property, other than low volume soil samples, <br />without Seller's prior written consent. Following the conduct of any Due Diligence <br />Investigations on the Property, the Buyer shall restore the Property to substantially its <br />condition prior to the conduct of such Due Diligence Investigations. <br />(b) Indemnity. Buyer agrees to indemnify, defend and hold the <br />Seller, and its officers, employees and agents, harmless from and against all actual <br />damages, judgments, costs, expenses and fees arising from or related to any act or <br />omission of Buyer in performing its Due Diligence Investigations under this Agreement <br />(excluding discovery of any pre-existing conditions at the Property), except to the extent <br />arising out of the negligence or willful misconduct of Seller, its officers, employees or <br />agents. <br />(c) Insurance. Prior to any entry upon the Property by or on <br />behalf of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a <br />certificate of Buyer's liability insurance policy designating Seller as an additional insured. <br />The foregoing certificate shall evidence that Buyer has obtained a policy or policies of <br />comprehensive general liability and property damage insurance against loss, damage or <br />liability for injury to or death of any person, or loss or damage to property occurring in or <br />about the Property. Such insurance shall include comprehensive general liability <br />coverage for bodily injury and property damage in the amount of at least $1,000,000.00 <br />combined single limit, and shall include automobile liability coverage for bodily injury and <br />property damage in the amount of at least $1,000,000.00 combined single limit. The <br />foregoing policy or policies shall contain a provision that such policy or policies will not be <br />cancelled, reduced in coverage, renewed or otherwise amended in any manner until at <br />least thirty (30) days prior written notice has been given to Seller. Buyer shall see that <br />insurance coverage as provided in this paragraph is maintained throughout the duration <br />of Buyer's right of entry onto the Property. <br />3. REPRESENTATIONS AND WARRANTIES OF PARTIES <br />3.1 Representation and Warranties of Seller <br />Seller makes the following representations and warranties with respect to <br />the Property, each of which shall survive Close of Escrow: <br />City of Santa Ana RFP 19-026 <br />Attachment 4 <br />