Agmt16 MidPen Housing Corporation

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Developer objects to any exception appearing on the Preliminary Title Report or arising after the date of the Preliminary Title Report, Developer may object to such exception in writing, and the Parties shall determine whether such exception may be removed and/or whether the title company will issue an endorsement to address such exception. If Developer objects to exceptions affecting title to the Property and the Parties are unable to agree upon an acceptable method of addressing such exceptions, Developer may deliver a Termination Notice to City, and upon delivery of such notice, this Agreement shall be terminated without further action of either Party, and thereafter neither Party shall have any further duties, obligations, rights, ar liabilities under this Agreement except as expressly provided herein. 2.2 Reports and Studies. (a) During the Term, Developer may prepare, at Developer's sole expense, any studies, surveys, plans, specifications and reports ("Developer's Studies") Developer deems necessary or desirable in Developer's sole discretion, to determine the suitability of the Property for the Project. Such studies may include, without limitation, title investigation, relocation analyses, marketing, feasibility, soils, seismic and environmental studies, financial feasibility analyses, and design studies. Developer shall provide to City without representation or warranty, copies of all reports, test results, studies, analyses, cost estimates, and documents prepared or commissioned by Developer with respect to the Project or the Property within ten (10) business days following their completion; provided however, Developer shall not be obligated to provide proprietary or financial information. Developer agrees to include in all contracts for the preparation of any of Developer's Studies a provision that will permit City to have the right to use and rely upon each such study and report. Developer's obligation to provide reports and studies pursuant to this Section 2.2(a) shall survive the expiration or earlier termination of this Agreement. (b) The City shall provide the Developer with copies of all reports, studies, analyses, correspondence and similar documents prepared or commissioned by the City with respect to this Agreement and the Project, but excluding confidential or proprietary information, promptly following execution of this Agreement with respect to documents then in its possession or under its reasonable control, and promptly upon their completion with respect to any subsequently prepared documents. The City makes no representation or warranty as to the accuracy or completeness of any such materials. 2.3 Environmental Review. During the Term,the City and the Developer shall review existing environmental documentation to ascertain whether it adequately addresses the proposed Project. Based upon that analysis, the City shall prepare or cause to be prepared the appropriate environmental documentation required by the California Environmental Quality Act ("CEQA") for consideration of approval of the DDA and any planning approvals required for the Project; provided,that nothing in this Agreement shall be construed to compel the City to approve or make any particular findings with respect to such CEQA documentation. The Developer shall provide such information about the Project as may be required to enable the City to prepare or cause preparation and consideration of any CEQA-required document, and shall otherwise cooperate with the City to complete this task. REV:05-18-16 VR ATTY/AGR.2016.103/MID PEN HOUSING Page 4 of 11