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title records, taxes, present and proposed assessments, the applicable CC&R's, permissible uses, development fees, zoning, whether the Property is within a flood plain, soils and environmental matters and accessibility and location of utilities. If, as a result of the City's investigations, City determines that it cannot purchase the Property on an "as-is" basis (and City notifies the Seller in writing of this fact during the Due Diligence Period), then City shall have the right to terminate this Agreement without penalty. ARTICLE 3 — RIGHT OF ENTRY 3.1 Right of Entry. During the Due Diligence Period, City and its agents shall be granted reasonable right of entry on the Property to perform such soil, engineering and geological tests and inspections and to make such reports as City shall deem suitable. 3.2 Indemnity. City shall indemnify, defend and hold Seller harmless of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to claims for work or labor performed, materials or supplies furnished or injury to persons or property resulting from City's activities on the Property pursuant to this Article 3. 3.3 Copies of Reports. If this Agreement is terminated for any reason, City shall deliver to Seller, without cost, expense or liability to Seller, copies of all reports (and test results) obtained or made by City from third parties in connection with the Property. ARTICLE 4 — MISCELLANEOUS 4.1 Binding on Successors. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that City shall not assign City's interest in this Agreement and the Property without the prior written consent of Seller. 4.2 Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees (including those of in-house counsel) and court costs. Prior to filing litigation, the parties will mediate any disagreements concerning the rights and obligations under this Agreement. 4.3 Notices. All notices or other communications required or permitted hereunder shall be in writing and either delivered by hand delivery (including receipted express courier or delivery service) or electronic mail (e.g., telecopy) or deposited in the United States mail first-class, postage prepaid and addressed as follows: 2