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entitled to any amounts which may be payable to the owner of the Land in connection
<br />with any payments made by the City of Dublin ("Dublin"), County of Alameda ("County")
<br />or the Surplus Property Authority ("Authority") under that certain Agreement Between the
<br />City of Pleasanton, Dublin, County and the Authority Regarding Construction of Certain
<br />Roadway Improvements dated March 11, 1991, as amended by that First Amendment
<br />dated December 17, 1991 and that certain Second Amendment dated August 22, 1994,
<br />and as may be further amended from time to time.
<br />ARTICLE 3 - PRUDENTIAL'S DISCLAIMER AND CITY'S RELEASE
<br />3.1 Prudential's Disclaimer. Except as otherwise expressly provided in this Agreement,
<br />Prudential disclaims the making of any representations or warranties, express or implied,
<br />regarding the Land or matters affecting the Land, including, without limitation, the
<br />physical condition of the Land, title to or the boundaries of the Land, soil condition,
<br />hazardous waste, toxic substance or other environmental matters, compliance with
<br />health, safety, land use and zoning laws, regulations and orders, traffic patterns and all
<br />other information pertaining to the Land. City, moreover, acknowledges City (i) has
<br />entered into this Agreement with the intention of making and relying upon its own (or its
<br />experts') investigation of the physical, environmental, economic and legal condition of the
<br />Land, and (ii) is not relying upon any representations and warranties made by Prudential
<br />or anyone acting or claiming to act on Prudential's behalf concerning the Land.
<br />3.2 City's Release. City shall purchase the Land in its existing condition on the Closing
<br />Date and City agrees that, from and after the Closing Date, except with respect to any
<br />claims arising out of Prudential's fraud, City, for itself and its agents, affiliates,
<br />successors and assigns, hereby releases and forever discharges Prudential, its agents,
<br />affiliates, successors and assignees from, and waives any right to proceed against
<br />Prudential for, any and all rights, claims and demands at law or in equity relating to the
<br />presence of hazardous materials in, on or beneath the Land (or which may come to be
<br />located in, on or beneath the Land) as disclosed in the environmental reports available at
<br />the HBPOA, or in any other reports obtained by City prior to the Close of Escrow,
<br />including any claims for contribution pursuant to the Comprehensive Environmental
<br />Response, Compensation and Liability Act of 1980, as amended, or any other or similar
<br />environmental statue, rule or decision with respect thereto. Without limiting the
<br />foregoing, City hereby specifically waives with respect to matters covered by the
<br />foregoing release, the provisions of California Civil Code Section 1542 which provide:
<br />"A general release does not extend to claims which the creditor does
<br />not know or suspect to exist in his favor at the time of executing the
<br />release, which if known by him must have materially affected his
<br />settlement with the debtor."
<br />City hereby acknowledges that City has carefully reviewed this subsection and discussed
<br />its impact with legal counsel, and that the provisions of this subsection are a material part
<br />of this Agreement.
<br />City Manager
<br />Neighborhood Park Agreement 8127/97 4
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