T.P. HERITAGE INN AND S.S. HERITAGE INN

GRANTOR: T.P.HERITAGE INN AND S.S.HERITAGE INN APN: 941-1300-14 AND 941-1300-15 PROJECT: .JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT 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 sole willful misconduct of the CITY. 11. No Leases. GRANTOR warrants that there are no oral or written leases on all or any portion of the Fee, Easement and TCE exceeding a period of one month. GRANTOR agrees to hold CITY harmless and reimburse CITY for any of its losses and expenses occasioned by reason of any lease of the Fee, Easement and TICE held by a tenant for a period exceeding one month. 12. Release of All Claims. This is intended as a full and complete release of all or any claims that either party has against the other 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 claims or 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. 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 Fee, Easement and TICE, 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 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. 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. Page 4 of 6