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GRANTOR: CARGILL POINT, LLC, A DELAWARE LIMITED LIABILITY APN: 054-310-160 (portion of)
<br />COMPANY PROJECT PARCEL NO. 64080
<br />PROJECT: US HIGHWAY 1011 STATE ROUTE 84 (WOODSIDE ROAD) INTERCHANGE IMPROVEMENT PROJECT
<br />However, notwithstanding the foregoing, this release shall not apply to (i) unknown claims that
<br />arise solely from acts, omissions, or violations of law by CITY or the City Parties occurring after
<br />the Close of Escrow, or (ii) any claims arising from latent physical or environmental conditions on
<br />the Subject Property that could not reasonably have been discovered by GRANTOR through
<br />customary due diligence prior to the Close of Escrow.
<br />If this Agreement is terminated or the Closing does not occur for any reaso-n by the Outside
<br />Closing Date this Section 10 shall have no force and effect. GRANTOR expressly does not
<br />release the City Parties for any Claims arising out of or related to: (A) any physical damage to the
<br />Cargill Remainder Property related to the construction and operation of the Project , including
<br />increased stormwater runoff or drainage, soil subsidence or erosion at the Cargill Remainder
<br />Property or any releases of soil, other fill, or hazardous or toxic materials or substances onto the
<br />Cargill Remainder Property, (B) any breach or default by CITY under this Agreement or in any
<br />documents executed in connection with this Agreement, (C) the fraud or willful misconduct of
<br />CITY or any City Parties, (D) a breach by CITY of any covenants. representations or warranties
<br />expressly set forth by CITY in this Agreement, or (E) any breach by CITY of any applicable laws
<br />in connection with construction of the Project, including the federal Clean Water Act and State of
<br />California Porter-Cologne Water Quality Control Act (collectively, the "Reserved Claims.");
<br />provided, however, that the Reserved Claims do not include, and GRANTOR does release the
<br />C.ity Parties for any Claims arising ouJ of or related to dust, noise and traffic from the Project.
<br />11.No Seller Representatjons
<br />THE CITY ACKNOWLEDGES AND AGREES THAT, GR ANTOR HAS NOT MADE, DOES NOT
<br />MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
<br />PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
<br />WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT
<br />OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (1) THE NATURE,
<br />QUALITY OR CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT
<br />LIMITATION, THE WATER, SOIL AND GEOLOGY; (2) THE INCOME TO BE DERIVED FROM
<br />THE SUBJECT PROPERTY; (3) THE SUITABILITY OF THI= SUBJECT PROPERTY FOR ANY
<br />AND ALL ACTIVITIES OR USES THAT THE CITY MAY CONDUCT THEREON; (4) THE
<br />COMPLIANCE OF OR BY THE SUBJECT PROPERTY OR ITS OPERATION WITH ANY LAWS,
<br />RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
<br />AUTHORITY OR BODY; (5) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE OF THE SUBJECT PROPERTY; OR (6) ANY OTHER MATTER WITH
<br />RESPECT TO THE SUBJECT PROPERTY.
<br />12.Title VI of the Civil Rights Act
<br />The parties to this Agreement shall, pursuant to Section 21. 7(a) of Title 49, Code of Federal
<br />Regulations, comply with all elements of Tille VI of the Civil Rights Act of 1964. This requirement
<br />under Title VI and the Code of Federal Regulations Is to complete the USDOT Non-Discrimination
<br />Assurance requiring compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Parts 21
<br />and 28 C.F.R. Section 50.3.
<br />Further, no person in the United States shall, on the grounds of race, color, or national origin, be
<br />excluded from participation in, be denied the benefits of, or be otherwise subjected to
<br />discrimination under any program or activity that is the subject of this Agreement.
<br />4924-01_79-3673 v1
<br />REV: 01-21-26 LR
<br />ATTY/RESO.0011/CC RESO APRROVING PROPERTY PURCHASE AGREEMENT (CARGILL POINT, LLC) • EXHIBIT A
<br />REV: 04-06-25 VR ATTY/AGR.2026.011/Cargill Point, LLC (841101 Property Purchase Agreement) (Page 6 of 21)
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