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ARTICLE 2 - CONDITIONS OF PURCHASE AND SALE <br /> <br />2.1 _Due Diligence Period. Within the sixty-day (60) period following the date of this Agreemem <br /> (the "Due Diligence Period"), City shall be permitted to make a complete physical, <br /> environmental, legal (including title review) and other inspections of the Property and all other <br /> matters wkich in City's judgment affect or influence City's intended use of the Property and <br /> City's willingness to acquire the Property. City's investigations shall include review of title <br /> records, whether the Property is within a flood plain, soils and environmental matters and <br /> accessibility and location of utilities. If, as a result of City's investigations, City determines that <br /> it would not be prudent to purchase the Property for the price set forth in this Agreement, then <br /> City shall have the right to terminate this Agreement without penalty. <br /> <br /> ARTICLE 3 - RIGHT OF ENTRY <br /> <br />3.1 Right of Entry. During the Due Diligence Period, City and its agents shall be granted reasonable <br /> right of entry on the Property to perform such soil, engineering and geological tests and <br /> inspections and to make such reports as City deems suitable. <br /> <br /> ARTICLE 4 - MISCELLANEOUS <br /> <br />4.1 Binding_.Qn Successors. The terms, covenants and conditions herein comained shall be binding <br /> upon and inure to the benefit of the successors and assigns of the parties hereto. <br /> <br />4.2 Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the parties <br /> under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees <br /> (including those of in-house counsel) and court costs. Prior to filing litigation, the parties will <br /> mediate any disagreements concerning the rights and obligations under this Agreement. <br /> <br />4.3 Notices. All notices or other communications required or permitted hereunder shall be in writing <br /> and either delivered by hand delivery (including receipted express courier or delivery service) or <br /> electronic mail (e.g., telecopy) or deposited in the United States mail first-class, postage prepaid <br /> and addressed as follows: <br /> <br />To Sellers: Gary and Janice DuClair <br /> <br />To City: City of Pleasanton <br /> 123 Main Street <br /> Pleasanton, CA 94566 <br /> Attn: City Manager <br /> Facsimile: 925-931-5482 <br /> <br /> Notices which are delivered by hand or electronic mail shall be deemed received upon delivery; <br /> notices which are deposited in the United States mail in accordance with the terms of this Section <br /> shall be deemed received three (3) days after the date of mailing. The foregoing addresses may <br /> be changed by notice to the other party as herein provided. <br /> <br /> 2 <br /> <br /> <br />