Agenda packet — Los Altos Hills City Council, February 2, 2026 (part 4 of 4)

3.6 Release of Seller. As part of its agreement to purchase the Property in its "AS-IS WITH ALL FAULTS" condition, and except for the representations, warranties and covenants of Seller in this Agreement, Buyer, on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases and discharges Seller and their respective members, trustees, staff, heirs, successors, legal representatives and assigns, from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs) (collectively the “Claims”), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) Buyer’s past, present and future use of the Property, (ii) the physical, geological or environmental condition of the Property, including, without limitation, any Hazardous Material in, on, under, above or about the Property, and (iii) any federal, state, local or administrative law, rule, regulation, order or requirement applicable thereto, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA," also commonly known as the "Superfund" law), as amended by Superfund Amendments and Reauthorization Act of 1986 ("SARA") (42 U.S.C. Sections 9601-9657), the Resource Conservation and Recovery Act of 1976, as amended by the Solid Waste and Disposal Act of 1984 (collectively, "RCRA") (42 U.S.C. Sections 6901-6987), the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977 (collectively the "Clean Water Act") (33 U.S.C. Section 1251 et seq.), the Toxic Substances Control Act ("TSCA") (15 U.S.C. Sections 2601-2629), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Carpenter-PresleyTanner Hazardous Substance Account Law (commonly known as the "California Superfund" law) (California Health and Safety Code Sections 25300-25395), the Hazardous Waste Control Act (California Health and Safety Code Section 25100 et seq.), the Hazardous Materials Release Response Plans and Inventory Law (commonly known as the "Business Plan Law") (California Health and Safety Code Section 25500 et seq.), the Porter-Cologne Water Quality Control Act (California Water Code Section 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as "Proposition 65") (California Health and Safety Code Section 25249.5 et seq.). As used in this Agreement, the term “Hazardous Materials” means hazardous substances, hazardous waste, hazardous materials, toxic substances, contamination, pollution and words of similar import which are located in, on, under or about the Property, giving those terms the broadest meaning as accorded by statutes, regulations and/or court decisions in the federal or State jurisdictions in which the Property is located.

In connection with the foregoing release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.”

BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS

THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS

REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THE ABOVE RELEASES.

BUYER’S INITIALS: ________________

4. CONDITIONS PRECEDENT.

4.1 Buyer's Conditions Precedent. Buyer's obligation to purchase the Property from Seller is conditioned upon the following:

4.1.1 Buyer's approval of Due Diligence in accordance with the Section “Due Diligence.”

4.1.2 Seller’s and Buyer’s approval of the Property Description and Ownership Interest prior to expiration of the Due Diligence Period.

4.1.3 Buyer’s approval of the Approved Conditions of Title during the Due Diligence Period.

4.1.4 Seller shall have delivered to Title Company by the Closing Date all required documentation for this sale required by the Title Company to issue the Title Policy subject only to the Approved Conditions of Title and without any Monetary Encumbrances or New Exceptions.

4.1.5 Buyer’s approval of the M&O Agreement.

4.1.6 The City Council of City of Mountain View shall have approved the Amendment to the Agreement for Affordable Rental Housing Units at a duly noticed meeting and delivered to Escrow Agent a recordable form of the Amendment to the Agreement for Affordable Rental Housing Units in accordance with this Agreement.

4.2 Seller's Conditions Precedent. The following are conditions precedent to Seller's obligation to sell the Property to Buyer ("Seller's Conditions Precedent"):

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4.2.1 Seller’s and Buyer’s approval of the Property Description and Ownership Interest prior to expiration of the Due Diligence Period.

4.2.2 Buyer shall have performed all of its obligations hereunder and all of Buyer's representations and warranties shall be true and correct.

4.2.3 Seller’s approval of the M&O Agreement.

4.3 Failure of Seller's and Buyer’s Conditions Precedent. Each of Seller's and Buyer’s Conditions Precedent set forth above is intended solely for the benefit of Seller or Buyer, as applicable. If either of Seller's Conditions Precedent or Buyer’s Conditions Precedent is not satisfied as provided above, Seller or Buyer, as applicable, may at its option, terminate this Agreement. Upon such termination, Escrow Agent shall refund the Deposit to Buyer and neither Party shall have any further rights or liabilities hereunder except as expressly provided herein.

5. SELLER’S WARRANTIES

5.1.1 Limited Warranties. Buyer hereby affirms and acknowledges that neither Seller nor any of its officers, agents, managers, members, employees, advisors and/or attorneys (collectively the “Seller Exculpated Parties”) have made nor has Buyer relied upon any representation, warranty or promise whether oral or written, express or implied, by operation of law or otherwise, with respect to the Property or any other subject matter of this Agreement except as otherwise expressly set forth in this Agreement. Without limitation, Buyer acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of Seller Exculpated Parties, or will be relied upon, and Buyer hereby releases Seller Exculpated Parties from any claims with respect to the suitability of use of the Property for Buyer’s purposes, general plan designation, zoning, value, use, tax status or physical condition of the Property, or any part thereof, or matters affecting or concerning the Property, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at the Property, or with respect to the existence or non-existence of hazardous substances (as defined in the section “Hazardous Substances”) in, on, under or around the Property, or with respect to the accuracy of any title report or commitment, soils report or any other plans or reports relating to the Property or its use or development, or neighborhood or area uses or factors affecting or concerning use or development of the Property, or other matters otherwise in any way relating to the Property or the transactions

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Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 10 4901-8247-7152v2/024031-0027
contemplated hereby. Buyer is acquiring the Property based solely on its own independent investigation and inspection of the Property and its suitability for its purposes, and in no way in reliance on any information provided by Seller or any of the other Seller Exculpated Parties other than the representations and warranties expressly contained herein.

5.2 Seller’s Representations and Warranties. Seller warrants and represents to Buyer with respect to the Property, the following representations and warranties:

5.2.1 No Pending Litigation. Seller does not have knowledge of litigation pending that pertains to the Property.

5.2.2 Existing Leases. Seller represents and warrants that Seller is not in default under the Existing Leases, if applicable, and, except as disclosed to Buyer by Seller in writing, to Seller’s knowledge the Tenants are not in default under the Existing Leases.

5.2.3 Condemnation. Seller is not aware of any threatened proceedings in eminent domain or otherwise, which would affect the Property or any portion thereof.

5.2.4 No Notices. Seller is not aware of any change contemplated in any applicable laws, ordinances or restrictions, or written notice of any judicial or administrative action, or written notice of any action by adjacent landowners, or written notice of natural or artificial conditions upon the Property that would prevent, impede, limit, or render more costly Buyer's contemplated use of the Property to the extent such contemplated use is actually known to it.

5.2.5 Seller Authority to Execute Agreement. Seller has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby, and to convey the Property to Buyer.

5.2.6 Authority of Executing Officer. Each individual executing this Agreement on behalf of Seller is duly authorized to execute and deliver this Agreement on behalf of Seller.

5.2.7 Validity of Seller's Representations and Warranties at Close of Escrow.

The representations and warranties of Seller set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time.

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5.3 Damage or Condemnation Prior to Closing. Seller shall promptly notify Buyer of any knowledge it obtains of casualty to the Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such damage or proceeding relates to, or may result in, the loss of any material portion of the Property, Buyer may, at its option, elect either to:

5.3.1 Terminate this Agreement, and neither Buyer nor Seller shall have any further rights or obligations hereunder; or

5.3.2 Continue Agreement in effect, in which event upon the purchase of the Property affected by condemnation, Buyer shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding.

5.4 Conditions to Seller's Obligation to Sell Property. Seller's obligation to sell the Property under this Agreement is subject to the fulfillment, and Seller's approval on or prior to the Closing Date, of each of the following conditions, each of which is for the benefit of Seller and any or all of which may be waived by Seller in writing at its option: (i) Seller is able to deliver the Property to Buyer on the Closing Date; (ii) there shall be no breach of Buyer's representations and warranties set forth herein; (iii) Buyer shall have duly performed in all material respects each and every covenant of Buyer hereunder; and (iv) Buyer shall have delivered to Escrow Holder each of the following at least one (1) business day prior to the Close of Escrow:

5.4.1 Cash or other immediately available funds in the amount of the Purchase Price (including the Deposit) and sufficient to pay all of Buyer's other costs associated with the Close of Escrow as provided herein;

5.4.2 One (1) Preliminary Change of Ownership Report (the “PCOR”), for the Property;

5.4.3 A closing statement prepared by Escrow Holder and approved in writing by Buyer; and

5.4.4 Any other documents, instruments or records which are reasonably required by Escrow Holder to Close the escrow and consummate the purchase in accordance with the terms hereof.

5.5 Survival of Representations and Warranties. All representations and warranties of Seller contained herein shall survive the Close of Escrow or termination of this Agreement.

6. BUYER'S REPRESENTATIONS AND WARRANTIES

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6.1 Buyer hereby represents and warrants to Seller that as of the date of this Agreement and as of the Closing, this Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are or at the time of Closing will be duly authorized, executed, and delivered by Buyer, and are or at the Closing will be legal, valid, and binding obligations of Buyer, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which it is subject. Buyer further represents and warrants to Seller that Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property.

6.2 Buyer Authority to Execute Agreement. Buyer has the legal right, power, and authority to enter into this Agreement, to consummate the transactions contemplated hereby.

6.3 Authority of Executing Officer. Each individual executing this Agreement on behalf of Buyer is duly authorized to execute and deliver this Agreement on behalf of Buyer.

6.4 Conditions to Buyer’s Obligation to Purchase Property. Buyer’s obligation to purchase the Property under this Agreement is subject to the fulfillment, and Buyer’s approval on or prior to the Closing Date, of each of the following conditions, each of which is for the benefit of Buyer and any or all of which may be waived by Buyer in writing at its option: (i) Seller is able to deliver the Property to Buyer on the Closing Date; (ii) there shall be no breach of Seller’s representations and warranties set forth herein; (iii) Seller shall have duly performed in all material respects each and every covenant of Seller hereunder; and (iv) Seller or Buyer, as applicable, shall have delivered to Escrow Holder each of the following at least one (1) business day prior to the Close of Escrow:

6.4.1 Seller’s Grant Deed in recordable form;

6.4.2 One (1) PCOR, for the Property;

6.4.3 A closing statement prepared by Escrow Holder and approved in writing by Buyer;

6.4.4 Amendment to Agreement for Affordable Rental Housing Units in recordable form;

6.4.5 Fully executed Co-Tenancy Agreement;

6.4.6 M&O Agreement; and

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6.4.7 Any other documents, instruments or records which are reasonably required by Escrow Holder to Close the escrow and consummate the purchase in accordance with the terms hereof.

6.5 Survival of Representations and Warranties. All representations and warranties of Buyer contained herein shall survive the Close of Escrow or termination of this Agreement.

7. CLOSING

7.1 Selection of Closing Date. The Close of Escrow hereunder shall be held one (1) business day after satisfaction of Seller Conditions in Section 5.4 and Buyer Conditions to Close in Section 6.4 (“Closing Date”). If either Party requires additional time to perform any condition, obligation, warranty or representation required in this Agreement, either Party may extend the Close of Escrow one time for up to an additional 30 calendar days, subject to the approval of the other Party, which can only be withheld for reasonable and demonstrable cause.

7.2 Other Documents. As required, Seller shall prepare or obtain the following documents within five (5) Days after the date of Opening of Escrow:

7.2.1 Two originals of a Natural Hazard Disclosure Statement, for the Property;

7.2.2 One Seller's Affidavit of Non-Foreign Status (the “FIRPTA Affidavit”), for the Property;

7.2.3 One Real Estate Withholding Certificate (the “Form 593-C”), for the Property; and

7.2.4 All other documents as are reasonably necessary for issuance of the required Title Policy.

7.3 Costs and Expenses. Except as otherwise specified in this Agreement, Seller and Buyer shall pay the costs and expenses incurred pursuant to this Agreement as follows:

7.3.1 Seller shall pay Santa Clara County Transfer Taxes, if any, the Escrow Holder's fees and other customary charges for document drafting, recording, and miscellaneous charges, and the costs of a standard coverage CLTA Title Policy for the transfer from Seller to Buyer.

7.3.2 Buyer shall pay the cost of an ALTA Title Policy if requested by Buyer.

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7.3.3 Any costs incurred through the Escrow relating to the Property that are not specifically allocated to Seller or Buyer under this Agreement shall be apportioned in the manner customary in Santa Clara County.

7.4 Buyer's Fees and Costs. Buyer shall be responsible for paying its own fees and costs associated with the purchase, including but not limited to:

7.4.1 Any endorsements to the Title Policy requested by Buyer requested by Buyer and the incremental premium for extended coverage title insurance above the premium for standard coverage title insurance;

7.4.2 Buyer’s legal costs and consultants' fees associated with consummating the purchase.

7.5 Seller's Fees and Costs. Seller shall be responsible for paying the following Seller's fees and costs associated with the purchase, including, but not limited to its legal costs and consultants' fees associated with consummating the purchase, if any.

7.6 Failure to Close. If, by no fault of Seller or Buyer, escrow fails to close, Buyer and Seller shall equally pay the Escrow Holder's cancellation fees and charges. In the event escrow fails to close through the fault of Seller, Seller shall pay any and all cancellation costs incurred as well as other expenses in connection therewith and Buyer shall bear no expense with respect to the same. In the event escrow fails to close through the fault of Buyer, Buyer shall pay any and all cancellation costs incurred as well as other costs and expenses in connection therewith and Seller shall bear no expense with respect to the same.

7.7 Delivery of Property. Seller shall maintain the Property until the Close of Escrow as it would in the ordinary course and shall perform all repairs and maintenance to be performed from the Effective Date to the Closing Date in order to maintain the Property in the condition in which it is as of the Effective Date, except for reasonable wear and tear. On Close of Escrow, Seller shall deliver the Property to Buyer in substantially the same condition, except for reasonable wear and tear, as on the Effective Date.

8. MUTUAL INDEMNIFICATION Buyer and Seller shall indemnify the other Party and hold it harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, resulting from any breach of warranty or breach of covenant made, or in any document, certificate, or exhibit given or delivered to the other pursuant to or in connection with this Agreement. The indemnification provisions of this section “Mutual Indemnification” shall survive the delivery of the Grant Deed and transfer of title or, if title is not transferred pursuant to this Agreement, any termination of this Agreement.

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9. DEFAULT

9.1 DEFAULT CURE. In the event Seller or Buyer breaches an obligation of such Party under this Agreement (“Default”), such Party shall have three (3) business days after written notice from the other Party to cure that breach and if such breach is not cured then the breaching Party shall continue to be in Default under this Agreement and the remedies set forth below shall apply. The Closing Date shall extend until the expiration of that cure period if necessary to accommodate the entire cure period.

9.2 BUYER’S DEFAULT/LIQUIDATED DAMAGES.

IF BUYER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE OWNERSHIP

INTEREST, SELLER WILL BE DAMAGED BUT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF SELLER’S ACTUAL DAMAGES

BECAUSE SUCH DAMAGES WOULD BE BASED ON OPINIONS OF VALUES WHICH COULD VARY SIGNIFICANTLY. AFTER NEGOTIATION, THE PARTIES HAVE

AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE

OF THIS AGREEMENT, THAT IN THE EVENT OF SUCH DEFAULT, SELLER SHALL

HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE TO BUYER AND SHALL RECEIVE FROM ESCROW HOLDER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY AND AS LIQUIDATED DAMAGES, THE “DEPOSIT”

WHICH THE PARTIES AGREE IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT AND THE

BALANCE OF THE PURCHASE PRICE SHALL BE RETURNED BY ESCROW HOLDER TO BUYER. BY PLACING THEIR RESPECTIVE INITIALS BELOW, EACH PARTY

SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE

AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO

EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER AGREES THAT

THESE LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER REMEDY AT

LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION ANY AND ALL RIGHTS

TO RECOVER ANY ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR

PUNITIVE DAMAGES OR ANY REMEDY OF SPECIFIC PERFORMANCE, TO WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT. BUYER

AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO THE

FOREGOING LIQUIDATED DAMAGES PROVISION BY INITIALING THIS SECTION IN THE APPROPRIATE SPACES PROVIDED BELOW:

INITIALS: SELLER: _________ BUYER: __________

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9.3 SELLER’S DEFAULT. In the event Seller materially breaches its obligations under this Agreement, and fails to cure that breach as set forth below, then Buyer’s only remedy shall be to either (a) terminate the Agreement whereupon Escrow Holder shall immediately return the Deposit to Buyer, and Seller shall be responsible for reimbursing any Appraisal and Escrow fees and expenses of the Buyer up to a maximum of six thousand dollars ($6,000) and thereafter the Parties shall be equally responsible for any Appraisal and Escrow fees and expenses or (b) Buyer exclusively and fully at Buyer’s sole and absolute cost and expense may bring a suit for specific performance provided that any suit for specific performance must be brought within ninety (90) days of Seller’s default, to the extent permitted by law, Buyer waives the right to bring suit at any later date.

INITIALS: SELLER: _________ BUYER: __________

10. RIGHT TO ENTER PROPERTY. During the term of this Agreement, Buyer and its consultants and contractors may enter the Property to consider any matters and conduct any inspections, studies and investigations of the Property that Buyer deems necessary related to the acquisition and of the Property. Buyer’s indemnification obligations in this Agreement will be operative during those entries.

11. GENERAL PROVISIONS

11.1 Time of Essence. Time is of the essence of each provision of this Agreement in which time is an element.

11.2 Further Documents. Both Parties will, whenever and as often as it shall be reasonably requested by the other Party, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further instruments and documents as may be reasonably necessary in order to complete the sale, conveyance and transfer provided for herein, including without limitation such escrow instructions as may be required by the Escrow Holder. Both Parties will do any and all other acts and will execute, acknowledge and deliver any and all documents as may be reasonably required in order to carry out the intent and purpose of this Agreement.

11.3 Real Estate Brokers Compensation. Seller and Buyer mutually agree that no real estate brokerage, Seller’s broker, Buyer’s broker, broker and/or agent (collectively “Real Estate Brokers”) were involved with the negotiations of this Agreement or participated in the sale of the Property.

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11.4 No Recordation. No document or other memorandum relating to the subject matter of this Agreement shall be recorded without the prior written consent and approval of Seller and Buyer; provided, however, Buyer may file a notice of pendency of action or other similar notice against the Property concurrent with, and after, the proper filing of a suit for specific performance.

11.5 Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served and received if given in writing and personally delivered or sent by overnight delivery service, addressed as follows:

BUYER
Foothill-De Anza Community College
District
12345 El Monte Road
Los Altos Hills, CA 94022
Attn: Chancellor
SELLER
Mountain View Whisman School
District
1400 Montecito Avenue
Mountain View, CA 94043
Attn: Superintendent
With a copy to:

Stradling Yocca Carlson & Rauth LLP
44 Montgomery Street, Suite 4200
San Francisco, CA 94104
Attn: Sean Absher, Esq.

With a copy to:

Dannis Woliver Kelley
444 W. Ocean Blvd., Suite 1750
Long Beach, CA 90802
Attn: Clarissa Canady
Orbach Huff & Henderson
6200 Stoneridge Mall Road, Suite 225
Pleasanton, CA 94588
Attn: Philip J. Henderson, Esq.

Any notice personally given shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective on the date of the overnight delivery service’s documented delivery.

11.6 Entire Agreement of Buyer and Seller. This Agreement and the attached exhibits constitute the entire Agreement between Buyer and Seller and supersede all prior discussions, negotiations and Agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by Buyer and Seller.

11.7 California Law. This Agreement shall be governed by and the rights, duties and obligations of Buyer and Seller shall be determined and enforced in accordance with the laws of the State of California, with the exception of definitions to be construed under the Federal laws cited in the section “Hazardous Substances.”

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11.8 Attorneys' Fees. If either Buyer or Seller files any action or brings any proceedings against the other arising out of this Agreement, or is made a party to any action or proceeding brought by the Title Company, then, as between Buyer and Seller, the prevailing party shall be entitled to recover, in addition to its costs of suit and damages, reasonable attorneys' fees to be fixed by the court.

The “Prevailing Party“ shall be the entity that is entitled to recover its costs of suit, whether or not suit proceeds to final judgment. No sum for attorneys' fees shall be deemed damages or counted in calculating the amount of a judgment for purposes of determining whether the prevailing party is entitled to its costs or attorneys' fees.

11.9 Waiver. No waiver of any provision of this Agreement shall be considered a waiver of any other provision or of any subsequent breach of the same or any other provision, including the time for performance of any such provision. The exercise by Buyer or Seller of any remedy provided in this Agreement or at law shall not prevent the exercise by that entity of any other remedy provided in this Agreement or at law or in equity.

11.10 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of Buyer and Seller hereto and their respective heirs, legal representatives, successors, and assigns.

11.11 Assignment. Neither Buyer nor Seller may assign, transfer or convey its rights or obligations under this Agreement without the prior written consent of the other Party to this Agreement, and then only if assignee assumes in writing all of the prior Party's obligations hereunder; provided, however, neither Buyer nor Seller shall be released from its obligations hereunder by reason of such assignment.

11.12 Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one (1) document. Delivery of executed originals of this Agreement and/or any instrument contemplated in connection with this transaction (except for instruments intended for recordation or which otherwise require original signature by law), may be effected by portable document format “pdf” scanned email attachments, or electronic signature (e.g., DocuSign or similar electronic signature technology), and in such event, copies of executed originals or electronic signatures so delivered may be used in place of and shall have the same force and effect as the executed originals.

11.13 Captions. The captions contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation hereof nor serve as evidence of the interpretation hereof, or of the intention of Parties.

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11.14 Incorporation of Prior Agreements. This Agreement contains all of the agreements of Parties hereto with respect to the matters contained herein, and no prior agreement or understanding, written or verbal, pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended or added to except by an agreement in writing signed by Parties hereto or their respective successors in interest.

11.15 Disputes. A dispute which cannot be resolved by Parties' representatives shall be submitted to mediation pursuant to the auspices and real estate transaction rules of the American Arbitration Association. The mediator’s fees shall be divided equally between Parties. If a dispute is unresolved after mediation, any actions or proceedings arising under, growing out of, or in any way related to this Agreement shall be instituted and prosecuted only in courts located in the County in which the Property is located in the State of California, and each Party expressly waives its right, under part II, title IV of the California Code of Civil Procedure, to cause any such actions or proceedings to be instituted or prosecuted elsewhere.

11.16 Time. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday.

11.17 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal.

11.18 Review of Form of Agreement. Submission of this instrument for examination or signature by Buyer or Seller does not constitute an agreement to purchase all, or any portion of, the Property, and it is not effective as an Agreement, or otherwise, until approval, execution and delivery by Buyer and Seller.

11.19 Survival of Warranties, Covenants, and Obligations. The warranties, covenants, and obligations of Buyer and Seller under the provisions of this Agreement to the extent the same have not been fully performed, and excepting those covenants and obligations which have been extinguished by the expiration of a specified period of time, shall survive the Close of the Escrow through which the purchase is consummated.

11.20 Incorporation of Recitals and Exhibits. The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.

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11.21 Force Majeure. If either Party is unable, in whole or in part, to perform its obligations under this Agreement, by reason of the occurrence of fire, casualty, unavoidable accident, failure of usual source of supply, strike, labor conditions, lockouts, war, acts of God, the enactment of any Federal, State, or municipal law or ordinance, or the issuance of any executive or judicial order, whether Federal, State, or municipal, or of any other legally constituted authority, or any other cause not within the control of Party claiming relief notwithstanding the exercise of due diligence, Party shall give written notice to the other Party as soon as practicable after the occurrence. The obligations of that Party shall be suspended during the continuance of the cause stated in the notice, which Party shall remedy or remove expeditiously. In such case, the obligations, terms, and conditions of this Agreement shall be extended for the period necessary to compensate for any suspension of performance subject to the terms and conditions herein.

11.22 Approval by the Parties’ Board Required. NOTWITHSTANDING ANYTHING TO

THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE

AND AGREE THAT NO OFFICER OR EMPLOYEE OF EITHER PARTY HAS AUTHORITY

TO COMMIT EITHER PARTY TO THIS AGREEMENT UNLESS AND UNTIL EACH PARTIES’ BOARD SHALL HAVE DULY APPROVED THIS AGREEMENT AND AUTHORIZED THE TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE,

ANY OBLIGATIONS OR LIABILITIES OF EITHER PARTY HEREUNDER ARE

CONTINGENT UPON THE DUE ENACTMENT OF SUCH A RESOLUTION, AND THIS AGREEMENT SHALL BE NULL AND VOID IF BOTH PARTIES’ BOARDS DO NOT APPROVE THIS AGREEMENT IN THEIR SOLE DISCRETION.
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BUYER
Dated: , 2025
Foothill-De Anza Community College District
Signature:

Name:

Title:

SELLER
Dated: , 2025
Mountain View Whisman School District
Signature:

Name:

Title:

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Buyer’s Initials
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Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 22 4901-8247-7152v2/024031-0027
Exhibit A
Legal Description/Depiction of Property [APNS to be confirmed] The Land referred to herein below is situated in the City of Mountain View, County of Santa Clara, State of California, and is described as follows:

Parcel One:

Parcel 2 as shown on Parcel Map (2 Parcel Subdivision) filed for record December 6, 2022, in Book 950 of Maps, at Pages 3 through 10, Santa Clara County Records.

Parcel Two:

A non-exclusive easement for access, ingress and egress, parking, and utilities as more particularly described in that certain "Declaration of Covenants, Conditions and Restrictions and Establishment of Easements and Cost Sharing Obligations for 777 WEST MIDDLEFIELD" recorded December 6, 2022, as Instrument No. 25411919, of Official Records.

For conveyancing purposes only: APN 153-24-027

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First American Title Insurance Company
National Commercial Services

MAIL TAX STATEMENTS
AND WHEN RECORDED MAIL DOCUMENT TO:

FOOTHILL-DE ANZA COMMUNITY COLLEGE

DISTRICT
Attn: Christopher F. Dela Rosa, D. M.

Vice Chancellor, Business Services
12345 El Monte Road
Los Altos Hills, CA 94022
APN: 153-24-027 (Space above this line for Recorder’s use)

GRANT DEED
The Undersigned Grantor(s) Declare(s):

DOCUMENTARY TRANSFER TAX $ NONE CITY TRANSFER TAX $ NONE DOCUMENTARY TRANSFER TAX EXEMPT DUE TO REVENUE & TAXATION CODE 11922 CITY TRANSFER TAX EXEMPT DUE TO REVENUE & TAXATION CODE 11922 NO RECORDING FEE PURSUANT TO GOVERNMENT CODE 27383
[ X ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
[ ] unincorporated area; [ X ] City of Mountain View, and FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Mountain View Whisman School District, a public entity, (“Grantor”) does hereby GRANT, CONVEY, TRANSFER, and ASSIGN to Foothill-De Anza Community College District, a public entity (“Grantee”) an undivided thirty-five percent (35%) interest, as tenants in common, in all that certain real property in the City of Mountain View, County of Santa Clara, State of California, as legally described on Attachment 1 attached hereto and made a part hereof (the “Property”), together all and singular appurtenances to the Property and the Co-Tenancy Agreement between Grantor and Grantor dated as of September 1, 2025 for reference and record ___________2025 as Document No. ___________ of Official Records.

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 25 4901-8247-7152v2/024031-0027
IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of October _________, 2025.

GRANTOR:

Mountain View Whisman School District
Signature:

Name:

Title:

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 26 4901-8247-7152v2/024031-0027
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA }
COUNTY OF _____________ } S.S.

On __________________ before me, _________________________________, Notary Public, personally appeared_______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

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GRANT DEED
LEGAL DESCRIPTION [APNS to be confirmed]
The Land referred to herein below is situated in the City of Mountain View, County of Santa Clara, State of California, and is described as follows:

Parcel One:

Parcel 2 as shown on Parcel Map (2 Parcel Subdivision) filed for record December 6, 2022 in Book 950 of Maps, at Pages 3 through 10, Santa Clara County Records.

Parcel Two:

For conveyancing purposes only: APN 153-24-027

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CERTIFICATE OF ACCEPTANCE
This is to certify that, pursuant to section 27281 of the California Government Code, the interest in real property conveyed by the Grant Deed dated as of September ____, 2025 from MOUNTAIN VIEW WHISMAN SCHOOL DISTRICT, a public school district duly organized and existing under and by virtue of the Constitution and laws of the State of California, to FOOTHILLDE ANZA COMMUNITY COLLEGE DISTRICT, a community college district duly organized and existing under and by virtue of the Constitution and laws of the State of California, is hereby accepted by the undersigned officer on behalf of FOOTHILL-DE ANZA COMMUNITY COLLEGE DISTRICT pursuant to the authority conferred by Resolution No. ___ adopted by the Board of Trustees of FHDA on ______________, 2025 at a duly noticed meeting, and FOOTHILL-DE ANZA COMMUNITY COLLEGE DISTRICT consents to the recordation thereof by its duly authorized officer.

Dated: ________________, 2025. FOOTHILL-DE ANZA COMMUNITY COLLEGE DISTRICT By: _______________________________
Name: __________________
Its: __________________

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 29 4901-8247-7152v2/024031-0027
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA }
COUNTY OF _____________ } S.S.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

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____________
Buyer’s Initials
____________
Seller’s Initials
______________________________________________________________________________ PSA – MVWSD & FHDACCD (699 N. Shoreline; APN 153-24-027) Page 30 4901-8247-7152v2/024031-0027
Exhibit C
Form of Amendment to Agreement for Affordable Rental Housing Units [To Be Attached Prior to Close of Escrow]

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Los Altos Hills City CouncilFebruary 2, 2026

Los Altos Hills City Council
February 2, 2026