SANTA ANA UNIFIED SCHOOL DISTRICT (21)

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9.4 At or prior to the end of the Feasibility Review Period, City sha I I notify Seller and the Escrow Holder in writing that City, in its sole discretion, either (1) elects to proceed with Escrow by providing Notice to Proceed, in which case the Deposit shall become non-refundable subject to Seller's performance hereunder, or (ii) elects to cancel the Escrow, in which case this Agreement shall terminate and the Escrow Holder shall return the Deposit plus any Interest accrued thereon to City. IF City fails to deliver the Notice to Proceed by the end of the Feasibility Review Period, then City shall be deemed to have elected to cancel the Escrow. 9.5 City shall limit Its activities on the Property to those due diligence investigations described herein. 10 UNAVOIDABLE DELAYS. Whenever performance is required of City or Seller under this Agreement, that Party agrees to use all reasonable diligence to perform in good faith; provided, however, If completion of performance is delayed at any time by reason of acts of God, war, civil commotion, riots, acts of terrorism, strikes, picketing, or other labor disputes, unavailability of labor or materials, damage to work in progress by reason of fire or othercasualty, governmental requirements, or causes beyond the reasonable control of a Party (other than financial Inability), then the time for performance shall be extended by the time of the delay actually caused and the Close of Escrow shall be appropriately extended in order to accommodate such delay. The provisions of this section do not operate to excuse City or Seller from the timely payment of any monies required to be paid under this Agreement. 11 GENERAL PROVISIONS 11.1 Time of Essence. Time is of the essence of each provision of this Agreement In which time is an element. 11.2 Further Documents. Both Parties will, whenever and as often as it shall be reasonably requested by the other party, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further instruments and documents as may be necessary in orderto complete the sale, conveyance and transfer provided for herein, Including without limitation such escrow Instructions as maybe required by the Escrow Holder, Both Parties will do any and all other acts and will execute, acknowledge and deliver any and all documents as maybe required in order to carry out the intent and purpose of this Agreement. 11.3 No Recordation. No document or other memorandum relating to the subject matter of this Agreement shall be recorded without the prior written consent and approval of Seller and City. 11.4 Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served and received if given in writing and personally delivered or either deposited in the United States mall, registered or certified mail, postage prepaid, return receipt required, or sent by overnight delivery service, or electronically, addressed as follows: DISTRICT Santa Ana Unified School City 1601 E. Chestnut Ave Santa Ana, California 92701 ATTN: Pearl lizuka, Interim Associate Superintendent, Business Services/ CBO Email: pearl.iizuka@sausd.us Telephone: (714) 558-5821 CITY City of Santa Ana 20 Civic Center Drive Santa Ana, CA 92702 ATTN: Kristine Ridge, City Manager Email: kridge@santa-ana.org Telephone: (714) 647-5654 Purchase and Sale Agreement -Santa Ana Unified School District -City of Santa Ana -Water Tower Page 10