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<br />title records, taxes, present and proposed assess me ts, the applicable CC&R's, permissible <br />uses, development fees, zoning, whether the Prope is within a flood plain, soils and <br />environmental matters and accessibility and locati n of utilities. If, as a result of the City's <br />investigations, City determines that it cannot purch se the Property on an "as-is" basis (and <br />City notifies the Seller in writing of this fact during he Due Diligence Period), then City <br />shall have the right to terminate this Agreement wit out penalty. <br /> <br />ARTICLE 3 - RIGHT OF NTRY <br /> <br />3.1 Right of Entry. During the Due Diligence Period, ity and its agents shall be granted <br />reasonable right of entry on the Property to perfor such soil, engineering and geological <br />tests and inspections and to make such reports as C ty shall deem suitable. <br /> <br />3.2 Indemnity. City shall indemnify, defend and hold eller harmless of and from any and all <br />loss, cost, damage, injury or expense arising out of r in any way related to claims for work <br />or labor performed, materials or supplies furnished r injury to persons or property <br />resulting from City's activities on the Property purs ant to this Article 3. <br /> <br />3.3 Copies of Reports. If this Agreement is terminated r any reason, City shall deliver to <br />Seller, without cost, expense or liability to Seller, c pies of all reports (and test results) <br />obtained or made by City from third parties in conn ction with the Property. <br /> <br /> <br />4.1 Binding on Successors. The terms, covenants and c nditions herein contained shall be <br />binding upon and inure to the benefit of the succes ors and assigns of the parties hereto; <br />provided, however, that City shall not assign City's nterest in this Agreement and the <br />Property without the prior written consent of Seller. <br /> <br />4.2 Attorneys' Fees. In the event of any litigation regar ing the rights and obligations of the <br />parties under this Agreement, the prevailing party s all be entitled to reasonable attorneys' <br />fees (including those of in-house counsel) and court costs. Prior to filing litigation, the <br />parties will mediate any disagreements concerning e rights and obligations under this <br />Agreement. <br /> <br />4.3 Notices. All notices or other communications requi ed or permitted hereunder shall be in <br />writing and either delivered by hand delivery (inclu ing receipted express courier or <br />delivery service) or electronic mail (e.g., telecopy) 0 deposited in the United States mail <br />first-class, postage prepaid and addressed as follows <br /> <br />2 <br />