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"Property" also includes all licenses or permits applicable to the operation of the Jail, but only if and to the extent legally transferrable in a manner which renders City solely responsible and liable for future jail operations. 2.3 The term Property does not include equipment which was purchased with conditional grant funds and requires transfer approval from the funding entity ("Grant Equipment'). In addition, City shall determine in its sole discretion whether any of the personal property or equipment which would otherwise constitute part of the Property is not required or desirable for its operation of a jail ("Surplus Equipment') and shall provide Authority with a list of the Surplus Equipment prior to the expiration of the Due Diligence Period (defined in Section 4.3). Surplus Equipment and Grant Equipment: (a) shall not be part of the Property; (b) shall be removed from the Property by Authority prior to Closing; and (c) shall be disposed of as Authority deems appropriate. ARTICLE 3. PURCHASE PRICE 3.1 The purchase price (the "Purchase Price") for the Property shall be THIRTY-ONE MILLION FIVE HUNDRED THOUSAND AND NoA00 DOLLARS ($31,500,000.00). The Purchase Price shall be paid by City at the Closing (as defined in Section 7.1). 3.2 Notwithstanding City's status as a Member Jurisdiction, City shall have no interest in any distribution of Purchase Price proceeds by the Authority to its Member Jurisdictions, it being the intent of the parties that the Purchase Price proceeds shall be distributed among the other four Member Jurisdictions as they deem appropriate. This provision shall survive Closing. ARTICLE 4. DUE DILIGENCE AND PERMITTING 4.1 Due Diligence Documents. City shall have the right to request copies of surveys, building and/or mechanical system plans or the like, title policies, legal notices, contracts, licenses, environmental reports or test results, and other materials related to the Property and its use at any time. Authority shall provide the City with any responsive materials in its possession within ten (10) business days of City's request. 4.2 Right of Entry. From and after the closure of the Jail (currently anticipated to occur no later than April 1, 2024) until termination of this Agreement or Closing hereunder, City and its employees, agents, engineers and/or contractors shall have the right to enter upon the Property to investigate the condition of the Property, including without limitation to perform surveys, conduct inspections, make analyses, inspect equipment and systems, take core drillings and/or other intrusive samples, conduct environmental site assessments, and perform such other tests and inspections as City may deem appropriate, at City's sole cost and expense. City shall repair any damage to the Property resulting from City's exercise of this Right of Entry, and City shall be responsible for resolving and, if necessary satisfying, any claims, charges, demands or damages brought, asserted, or assessed against Authority or its Member Jurisdictions or employees as a result of personal injury or property damage proximately caused by negligence or misconduct by City or individuals or entities authorized by City to exercise the right of access granted hereunder. The City's obligations under the foregoing sentence shall survive Closing or earlier termination of this Agreement. 4.3 Due Diligence Period Commencing on the Effective Date and continuing through 11:59 P.M. on July 1, 2024 (the "Due Diligence Period"), City shall have the right, at its sole cost, to evaluate the Property and its suitability for the City's intended use. In City's sole discretion, City may terminate -2-