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GRANTOR: GREATER EAST BAY PROPERTIES,LLC APN: 941-1311-1 PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT and liability, including reasonable attorney's fees, for any damage, injury or death to persons or property arising directly or indirectly from or connected with the existence of toxic or hazardous material on the property, save and except claims, costs or litigation arising through the gross negligence or willful misconduct of the CITY. 11. No Leases. Except for the lease to Lessee, GRANTOR warrants that as of the date of this Agreement there are no oral or written leases on all or any portion of the Permanent Easement and TCE exceeding a period of one month. Promptly after Effective Date, GRANTOR shall remove the area of the Permanent Easement and TCE from the lease to Lessee, and GRANTOR shall indemnify, defend and hold CITY harmless from any claims or liabilities asserted by Lessee resulting from the loss of the area of the Permanent Easement and TCE. .2. Release of All Claims. GRANTOR hereby acknowledges that the compensation paid to GRANTOR through this Agreement constitutes the full and complete settlement of any and all claims against the CITY, by reason of CITY's acquisition of the Permanent Easement and TCE("Acquisition Costs"), specifically including, but not limited to, any and all rights and claims that GRANTOR has, may have, or may in the future have under Article 1, Section 19 of the California Constitution , the California Eminent Domain Law, Code of Civil Procedure section 1230.010 et seq., or any other similar law or regulation. This is intended as a full and complete release of all or any claims that either party has against the other with respect to the Acquisition Costs and is in full settlement of any and all such claims and intends to and does hereby release all of said persons, firms, associations and corporations of and from any and all liability of any nature whatsoever for all clams and causes of action including those for all consequences, effects and results of any loss, injury or damage, whether the same are now known or unknown to the undersigned, expected or unexpected by the undersigned, or have already appeared or developed or may now be latent or may in the future appear or develop. The parties acknowledge that they each have been informed of and are familiar with the provisions of California Civil Code Section 1542 which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." Further, the parties mutually waive the provisions of California Civil Code Section 1542, and further waive any right they might have to voice said provisions now or in the future with respect to the releases set out in this Agreement. The parties recognize and acknowledge that factors which have induced them to enter into this Agreement may turn out to be incorrect or different to what they have previously anticipated, and the parties expressly assume the risks and further expressly assume the risk of this waiver of California Civil Code section 1542. If this Agreement is terminated, this Section shall have no force and effect. 13. Remedies for Breach. In the event of a breach of this Agreement, the non-breaching party is entitled to pursue any and all remedies available to it against the breaching party, including, without limitation, claims for all damages attributable to such breach, and specific performance of this Agreement. The prevailing party in any action or proceeding to interpret or enforce this Agreement, or otherwise arising under this Agreement, shall be entitled to an award of its reasonable attorney's fees and costs in addition to any other relief awarded. 14. Miscellaneous. A. Authority to sign;Approval of CITY. GRANTOR and the signatories represent and warrant that the signatories to this Agreement are authorized to enter into this Agreement to convey Page 4 of 7