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GRANTOR: PACIFIC BELL TELEPHONE COMPANY APN: 941-1300-17 AND 941-1300-18 PROJECT: JOHNSON DRIVE ECONOMIc DEvELOPMENT ZONE PROJECT 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 law or regulation. 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 Compromise and Release 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 by GRANTOR, CITY is entitled to pursue any and all remedies available to it against GRANTOR, including, without limitation, claims for all damages attributable to GRANTOR's breach, and specific performance of this Agreement. In the event of a breach of this Agreement by CITY, GRANTOR is entitled to pursue any and all remedies available to it against CITY, including, without limitation, claims for all damages attributable to CITY's breach, and specific performance of this Agreement. 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 real property and that no other authorizations are required to implement this Agreement on behalf of GRANTOR. GRANTOR understands that this Agreement is subject to the approval of CITY, and this Agreement shall have no effect unless and until the CITY COUNCIL approves it. B. Counterparts Signature. This Agreement may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one agreement. C. Entire Agreement. The parties have here set forth the whole of their agreement. The performance of this Agreement constitutes the entire consideration for the Fee, Easement and TCE and shall relieve CITY of all further obligations or claims on this account or on account of the location, grade, construction or operation of the proposed Project. D. Binding on Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the respective heirs, successors and assigns of the parties. E. Jurisdiction and Venue. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California courts with venue in the County of Alameda. Page 5 of 7