Reso13 PC 13-14 2879 Planning Commission Recommending Approval of DDA for 950 Middlefield Road

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City Draft 6/28113 the Developer's Title Notice,the City shall be deemed to elect not to take any action in reference to the Developer's Title Notice. If the City elects in City's TitIe Notice Response to take any action in reference to the Developer's Title Notice, the City shall take such action, prior to the Escrow Glosing Date. 2.3.4 Develoner's Title Notice Waiver. If the City elects or is deemed to have elected not to take any action in reference to the Developer's Title Notice, then within seven (7} days fo�lowing the earlier of (1) the Developer's receipt of City's Title Notice Response or (2) the expiration of the time period provided in Section 2.3 for delivery of City's Title Notice Response, the Develaper shall either: {i}refuse to accept the title to and conveyance of the City Property, or(ii)waive its disapproval or conditional approval of any matters set forth in the Developer's Title Notice by delivering the Developer's Title Notice Waiver to the City. Failure by the Developer to timely deliver the De�eloper's Title Notice Waiver, whete City's Title Notice Response or the City's faiZUre to serve City's Title Natice Response indicates or results in the City's eIection not to take a.ny action in reference ta the Developer's Title Notice, will be deemed the Developer's continued refusal ta accept the title to and conveyance of the City Property, in which case either the City or the Developer sha11 have the right to cancel the Escrow and terminate this Agreement, in the�r respective sole and absolute discretion, until such time(if ever) as�the Developer delivers the Developer's Title Notice Wai�er. Any termination of this Agreement and cancellation of the Escrow pursuant to this Section 2.3.4 shall be without liability to the other Party or any other Person, and shall be accomplished by delivery of a written Notice of termination to both the other Party and the Escrow Agent, in wh�ich case the Parties and the Escrow Agent sha11 praceed pursuant to Section 3.10. 2.4 Developer Due Diligence Investigations. 2.4.1 Right of Enhy. The Developer and City entered inta a Right of Entry agreement, dated as of September 3, 2012 {"Right of Entry"}, granting ta De�eloper a non- exclusive license to enter on the City Praperty to conduct studies of the real property as Developer deems necessary or desirable. Developer sha.il continue to have the riight to enter the City Property in accordance with the terms and conditions set forth in the Right of Entry for the purpose of undertaking and completing such Due Diligezice Investigations as the Developer deems necessary and appropriate. The Developer sha11 conduct alZ of its Due Diligence Investigations at its sole cost and expense. The Developer shall abide by any reason.able additional condition(s) of entry onto the City Property required by the City, wheth�r or not set forth in this Agreement or the Right of Entxy. Any Due Diligence Investigations of the City Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the City Property or the operations of the City. 2.4.2 Indemnitv: Insuxance. The activities of the Developer or its agents directly or indirectly related to the Developer's Due Diligence Investigations shall be subject ta the Developer's indemnity, defense and hold harmtess obligations under this Agreement. Prior to commencing any Due Diligence Tnvestiga�ions on the City Properiy, the Developer sha11 deliver copies of policies or original certificates af a11 Liability Insurance required to be delivered pursuant to Section 4.10. 82483.OD00917571312.10 1 S