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H. Access to Records. During District office hours and with reasonable notice, City and the DPR and/or their <br />representatives shall have access for purposes of monitoring, auditing, and examining District's activities <br />and performance, to books, documents and papers, and the right to examine records of District's <br />subcontractors, bookkeepers and accountants, employees and participants in regard to said program. City <br />and the DPR and/or their representatives shall also schedule on-site monitoring at their discretion. <br />Monitoring activities may also include, but are not limited to, questioning employees and participants in <br />said program and entering any premises or any site in which any of the services or activities funded <br />hereunder is conducted or in which any of the records of District are kept. Nothing herein shall be <br />construed to require access to any privileged or confidential information as set forth in federal or state law. <br />1. Use of Facilities. <br />1. District acknowledges that the City has applied for and received grant funds through California Prop. <br />84, and that the Facilities which will be developed with such Prop. 84 funds shall have operating hours <br />consistent with the times proposed in the City Grant Application, and be open to members of the <br />public, unless otherwise granted permission by the California Department of Parks and Recreation <br />("DPR"). <br />2. District agrees that any Facilities developed with Prop. 84 funds shall be used only for the purposes of <br />the grant and consistent with the Grant Scope referenced in the City's Grant Application unless prior <br />written approval is given by the State. <br />3. District agrees to use the Facilities developed under this Agreement only for the purposes of the grant <br />and, for the next thirty (30) years, no other use, sale, or other disposition shall be permitted except as <br />authorized by a specific act of the California Legislature in which event the property shall be replaced <br />by the District with property of equivalent value and usefulness as determined by DPR. <br />4. The Facilities may be transferred to another eligible entity only if the successor entity assumes the <br />obligations imposed under this Agreement and with written approval of the DPR. <br />5. Any real property (including any portion of it or any interest in it) may not be used as security for any <br />debt or mitigation, without the written approval of the State of California, acting through the DPR, or <br />its successor, provided that such approval shall not be unreasonably withheld as long as the purposes <br />for which the Grant was awarded are maintained. Any such permission that is granted does not make <br />DPR a guarantor or a surety for any debt or mitigation, nor does it waive DPR's rights to enforce <br />performance under the Grant Contract. <br />12. Attorneys' Fees. In the event of a dispute(s) between the Parties related to this Agreement, each Party shall <br />pay its own attorneys fees and related expenses incurred and shall not have a right to recover any of those fees <br />from the other Party. <br />13. Force Majeure. Neither Party shall be held responsible or liable for an inability to fulfill any obligation under <br />this Agreement by reason of an act of God, natural disaster, rationing or restrictions on the use of utilities or <br />public transportation whether due to energy shortages or other causes, war, civil disturbance, riot, or terrorism <br />("Force Majeure"). Any Party relying on a Force Majeure shall give the other Party reasonable notice thereof, <br />and the Parties shall use their best efforts to minimize potential adverse effects from such Force Majeure, <br />including, without limitation, subcontracting the obligations of the Party claiming such Force Majeure to a third <br />party and extending the time periods for performance. <br />14. Assignment. Neither Party may, without the other Party's prior written consent, assign its rights or delegate its <br />duties pursuant to this Agreement. This provision does not apply to the District's contracting with contractor(s), <br />consultant(s), or others to perform services or provide other items related to the planning, approval, design, or <br />construction of Project, including the Facilities. The District's contracting with others shall not alter the District <br />obligations pursuant to this Agreement. <br />15. Successors and Assigns. This Agreement shall bind the successors and assigns of the Parties hereto. <br />Construction Reimbursement Agr - City of Santa Ana/SAUSD - Roosevelt- Walker Facilities 1131113 <br />Page 6 <br />25B-36