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ARTICLE 4 -RIGHT OF ENTRY <br />4.1 Right of Entry During the Due Diligence Period, City and its agents shall be granted a <br />reasonable right of entry on the Land to perform such soil, engineering and geological <br />tests and inspections and to make such reports as City shall deem suitable; provided, <br />however, that City shall comply with the terms and limitations set forth below: <br />4.1.1 Prior to conducting any tests on the Land, City shall (i) give Prudential five (5) <br />days prior written notice, and (ii) obtain Prudential's written approval of the <br />proposed work plan, which approval will not be unreasonably withheld or delayed. <br />The work plan shall include a description of the work to be performed, the names <br />of the entities (i.e., consultants and laboratories) which will perform the work, and <br />the time period in which the work will be performed. <br />4.1.2 All costs associated with City's investigation of the Land shall be paid solely by <br />City and Prudential shall have no responsibility or liability whatsoever for any <br />costs. associated with any investigations or tests performed by City. <br />4.1.3 City shall exercise due diligence to (i) avoid any inconvenience to any third <br />persons who may occupy the Land and/or the land adjacent to the Land, and (ii) <br />remove all equipment from the Land as soon as it is no longer needed. <br />4.1.4 City, at its sole cost and expense, shall obtain all required permits, licenses, <br />authorizations and approvals from any local, state or federal authority having <br />jurisdiction over any aspect of the work to be performed on the Land by City or its <br />agents. All work shall be performed and completed in compliance with all <br />applicable codes, ordinances, laws, regulations and orders. All work that is <br />required by applicable law to be performed by licensed, certified or registered <br />personnel shall be so performed. <br />4.1.5 City shall (i) repair any damage to the Land caused by City, (ii) return the Land to <br />the condition it was in prior to City's entry thereon to conduct its investigation and <br />testing activities, and (iv) keep all matters contained in such reports, tests and <br />studies confidential (except for disclosures to City's employees, agents and <br />consultants in connection with its evaluation of the Land, and for disclosures <br />required by law or legal process). <br />4.2 Indemnity. City shall indemnify, defend and hold Prudential harmless of and from any <br />and all loss, cost, damage, injury or expense arising out of or in any way related to claims <br />for work or labor performed, materials or supplies furnished or injury to persons or <br />property resulting from City's activities on the Land pursuant to this Article 4. <br />4.3 Copies of Rep°rts. If this Agreement is terminated for any reason, City shall deliver to <br />Prudential, without cost, expense or liability to Prudential, copies of all reports (and test <br />results) obtained or made by City from third parties in connection with the Land. <br />4.4 Obligation of City, All obligations of City under this Article 4 shall survive Close of <br />Escrow or termination of this Agreement for any reason. <br />Neighborhood Park Agreement 8/27197 <br />