SUNFLOWER HILL EXCLUSIVE NEGOTIATING RIGHTS

e the Inclusionary Parcel to be development ready, but that Sunflower Hill will need to accept the Inclusionary Parcel in its as-is condition if conveyed. The City warrants and represents that it intends to accept the Inclusionary Parcel free of encumbrances except for encumbrances mutually agreeable to the City and Sunflower Hill. 9. City to Pass-Through Disclosures. Sunflower Hill acknowledges that the City currently is not the fee owner of the Development Site or the Inclusionary Parcel and therefore the City has not undertaken nor possesses due diligence reports, studies or other disclosure documents related to the Development Site. If the City comes into possession of documents related to the Development Site from the Developer or Owners as part of the entitlement of the Irby Ranch project that are subject to release, City will use its best efforts to notify Sunflower Hill and provide Sunflower Hill a copy of, or access to, such documents as relates to the Inclusionary Parcel. Sunflower Hill acknowledges that the City may have existing records regarding the Inclusionary Parcel in its Building Division, Planning Division, Livermore-Pleasanton Fire Department, or other City archive records, but that the City is not undertaking to research or retrieve such potential records. Sunflower Hill may undertake its own research for such records as part of its due diligence regarding the Inclusionary Parcel and Project feasibility. 10. Right of Entry. Sunflower Hill acknowledges that the City is not yet the fee owner of the Inclusionary Parcel, and that Sunflower Hill will need to work directly with the Developer to gain access to the Inclusionary Parcel for any needed studies,testing or other pre-development activities for the Project. 11.Notice. Any notice, consent or other communication required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by air courier, sent by prepaid registered or certified mail with return receipt requested, or sent by facsimile,and shall be deemed to have been given on the earliest of(a) receipt or refusal of receipt; (b) one business day after delivery to an air courier for overnight expedited delivery service; (c) five (5) business days after the date deposited in the United States mail,registered or certified,with postage prepaid and return receipt requested(provided that such return receipt must indicate receipt at the address specified); or(d) on the day of its transmission by facsimile if transmitted during the business hours of the place of receipt,otherwise on the next business day,provided that a copy of such notice, consent or other communication is also delivered pursuant to clause(b) or(c) above. All references to "business days"herein shall exclude weekends and State or Federal holidays. All notices shall be addressed as follows (or to such other or further addresses as the parties may designate by notice given in accordance with this section): If to the City,at: City of Pleasanton P.O. Box 520 Pleasanton, California 94566 Attention:Nelson Fialho, City Manager Facsimile No.: (925)931-5482 Email:NFialho @cityofpleasantonca.gov 5