SANTA ANA UNIFIED SCHOOL DISTRICT (21)

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9.1 During the Feasibility Review Period, City shall have the right, at Its own expense and pursuant to the provisions of this section, to select a licensed contractor and/or other qualified professional(s), to conduct Inspections, tests, surveys, or other studies, including, but not limited to, environmental studies or assessments (the "Inspections") of the Property, and to conduct other due diligence and feasibility investigations regarding the ownership, use and development of the Property, as deemed necessary. Subject to the foregoing and Section 9.2 below, City and Its representatives shall have the right of access to the Property throughoutthe Feasibility Review Period, for the purpose, at Its own sole expense, of obtaining data and making surveys, tests, Inspections, and other studies deemed necessary. 9.2 City may enter on the Property for the purposes permitted herein, subject to the following: 9.2.1 All such inspections shall be conducted in a manner so as not to interfere with Seller's conduct of business on the Property; 9.2.2 Reasonable precautions shall be exercised to avoid damage and protect persons or property, 9.2.3 City agrees to indemnify and hold Sellerharmless from any damage caused by Its activities authorized in this section including testing, Inspections, entry and/or activities upon the Property by City, its agents, contractors and subcontractors. Notwithstanding the foregoing, to the extent any claims arise from or relate to a condition of the Property existing prior to City's exercise of the inspectlon rights granted herein or which arise from the acts of parties other than City or Its agents, contractors or employees ("Buyer Parties"), City's indemnification and other obligations under this section shall not apply to such claims; and 9.2.4 All due diligence activities shall be in accordance with applicable laws. 9.3 Prior to the expiration of the Feasibility Review Period, City shall havethe right to deliver to Seller a disapproval notice stating that its Inspections have disclosed a defect in the Property or revealed other matters which in City's sole and absolute discretion make acquiring the Property unacceptable, which notice (the "Disapproval Notice") shall describe the defect or matter (a "Defect") in reasonable particularity. If the Disapproval Notice asserts a Defect, Seller may, at Its election and at its sole cost and expense, take such action as may be necessary to correct such Defect within ten (10) days after its receipt of the Disapproval Notice. In the event Seller elects to correct the Defect, the Close of Escrow may be extended for a time period sufficient to cure the Defect. The election of Seller to correct or not to correct any Defect shall be evidenced by its written notice to City delivered within ten (10) days afterthe receipt of the Disapproval Notice. If Seller elects not to cure the Defect, then City shall have the election of: (1) terminating this Agreement without liability on the part of City; or (il) accepting the Property and Seller shall still remain liable for its covenants, representations, and warranties as otherwise provided In this Agreement. This election shall be made within fifteen (15) days after receipt by City of Seller's written notice electing not to cure the Defect. Purchase and Sale Agreement -Santa Ana Unified School District -City of Santa Ana -Water Tower Page 9