Common use of City’s Due Diligence Clause in Contracts

City’s Due Diligence. The City shall have one hundred twenty (120) days from the date the Port provides the City with the reports and materials in its possession as required under Section 5.2 below, in which it may, but need not, perform due diligence investigations (the “Due Diligence Period”). During the Due Diligence Period, the City and its employees, agents and/or contractors may enter into the Property and undertake such surveys, studies and tests of the soils, air and water on, in or under the Property, as such other investigations of the Property, as the City may deem desirable all subject, however, to the rights of Eastside Community Rail to operate trains pursuant to the Freight Easement. In exercising the rights provided by this Section 5.1, the City shall reasonably coordinate its entries onto the Property with the Port and with Eastside Community Rail, should such coordination be needed for any of the activities the desires to undertake. Upon completion of any testing, the City shall restore the Property to substantially the same condition as existed prior to the test. The City shall defend, indemnify and hold harmless the Port from and against all liability, cost, damage and expense (including, but not limited to, attorneys’ fees) in connection with all claims, suits and actions of any kind made or brought against the Port, its officers, agents or employees by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of the acts or omissions of the City, its officers, agents or employees, in exercising its rights under the right of entry granted herein. The City’s obligations under this Section 5.1 shall survive the termination of this Agreement.

City’s Due Diligence. The City shall have one hundred twenty (120) days from the date the Port provides the City with the reports and materials in its possession as required under Section 5.2 below, in which it may, but need not, perform due diligence investigations (the “Due Diligence Period”). During the Due Diligence Period, the City and its employees, agents and/or contractors may enter into the Property and undertake such surveys, studies and tests of the soils, air and water on, in or under the Property, as and such other investigations of the Property, as the City may deem desirable all subject, however, to the rights of Eastside Community Rail to operate trains pursuant to the Freight Easement. In exercising the rights provided by this Section 5.1, the City shall reasonably coordinate its entries onto the Property with the Port and with Eastside Community Rail, should such coordination be needed for any of the activities the desires to undertake. Upon completion of any testing, the City shall restore the Property to substantially the same condition as existed prior to the test. The City shall defend, indemnify and hold harmless the Port from and against all liability, cost, damage and expense (including, but not limited to, attorneys’ fees) in connection with all claims, suits and actions of any kind made or brought against the Port, its officers, agents or employees by any person or entity as a result of or on account of actual or alleged injuries or damages to persons, entities or property received or sustained, in any way arising out of, in connection with, or as a result of the acts or omissions of the City, its officers, agents or employees, in exercising its rights under the right of entry granted herein. The City’s obligations under this Section 5.1 shall survive the termination of this Agreement.