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provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in • any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and there will be added in lieu of such provision, a provision as similar in terms to such provision as is possible, which is legal, valid and enforceable. 19. Time for Performance. TIME IS OF THE ESSENCE HEREUNDER. 20. Survival. All representations, warranties, covenants, indemnifications and agreements herein shall survive and remain enforceable after the consummation of the transactions contemplated herein and shall survive the filing of the deed and shall not be merged therein. 21. Headings. Headings used in this Agreement are used for convenience only and shall not be considered when construing this Agreement. 22. No Partnership. Nothing in this Agreement shall be construed as making either party hereto a partner or joint venturer with any other party hereto. 23. Feasibility Period. Purchaser shall have twelve months from the date that this Agreement is executed by all parties within which to determine to its sole satisfaction and in its sole discretion that all aspects of the Property are feasible for Purchaser's purposes (the "Feasibility Period"). During the Feasibility Period, Purchaser and its duly authorized agents and employees shall be entitled to access to the Property at all reasonable times for the purpose of inspecting the Property and, at Purchaser's sole cost, • making surveys, examinations, measurements, soils tests, engineering, environmental and other tests, findings and undertakings and such other activities relating to the use and further development of the Property as Purchaser deems appropriate, provided that such studies do not result in any material change in the present character or unreasonably interfere with Seller's use of the Property. Seller agrees to cooperate with Purchaser in expediting access to the improvements upon the Property. Purchaser agrees to indemnify and hold Seller harmless from any and all damages to the Property or to third parties resulting from such access and inspection and, if Purchaser does not purchase the Property, to repair or restore any damage caused by Purchaser's inspections and, in the event that Purchaser elects to terminate the Agreement at the end of the Feasibility Period, Purchaser agrees to provide Seller with copies of all reports, inspections, surveys, studies and approvals obtained by Purchaser during the Feasibility Period. In the event Purchaser elects to terminate this Agreement prior to the end of the Feasibility Period, Seller shall return the option price to Purchaser. WITNESS the following signatures and seals: SELLER: THE CITY OF CHARLOTTESVILLE • By: 9