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Section 9.3 Closing Costs. Seller shall pay all closing costs, including all escrow and recording fees, transfer taxes (if any) and Title Policy costs. Section 9.4 Prorations. As the City is a political subdivision of the State of California, it is a tax-exempt entity and, therefore, any real property taxes, bonds and assessments that are a lien customarily paid with real property taxes shall not be prorated. Seller shall pay all invoices for goods furnished or services supplied, and other expenses relating to the Levee Assets that are allocable to the period before the Closing Date. ARTICLE X WARRANTY, DEFAULT AND REMEDIES Section 10.1 Warranty. If, within a period of three (3) years following the Final Completion ("Warranty Period"), all or any portion of the Levee Improvements or other ancillary work of improvements constructed or installed in connection with the Levee Improvements fails due to failure of the Levee Improvements to comply with the Final Construction Documents in design, materials or workmanship, SCOA shall cause all or any portion of the Levee Improvements work failing to comply with the Final Construction Documents in design, materials or workmanship to be corrected without unreasonable delay and without cost to City in accordance with Section 22 of the Master Agreement. No claim for a breach of SCOA's warranty obligations will be actionable or payable if City does not notify SCOA in writing of such breach prior to the expiration of the Warranty Period and commence a "legal action" thereon within ninety (90) days of delivery of such written notice. Section 10.2 Pre-closing Remedies. (a) If, prior to the Closing, Buyer becomes aware of any material failure of any covenant or breach of a representation or warranty in this Agreement by any Seller, then the rights and remedies of Buyer, and such Seller's right to notice and opportunity to cure, shall be as set forth in Section 24 of the Master Agreement. (b) If the Closing fails to occur as a result of a breach of this Agreement by Buyer, Seller, as its sole and exclusive remedy therefor, may enforce this Agreement by specific performance. ARTICLE XI DAMAGE AND DESTRUCTION Section 11.1 Damage or Destruction. In the event of any damage to or destruction of the Levee Improvements before the Closing Date, SCOA, at its expense, shall promptly restore, repair and reconstruct the Levee Improvements to the same level of quality and standards as set forth in the original approved Final Construction Documents subject only to such modifications as may be necessary to comply with changes in the law. In the event of such casualty the Closing Date shall be extended as reasonably necessary to allow for the completion of such restoration, repair and reconstruction. 16 48464218-3288 v36 2025.276- SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR