STAPLES NEIGHBORHOOD PARK FUNDING-IMPROVEMENT

General Plan to justify CLC's receiving increased density for commercial uses above the allowable density range as shown on Table II -4 of the Land Use Element of the City's 2005- 2025 General Plan. 3.5 Maintenance. City, at its sole cost, shall maintain the Neighborhood Park Improvements pursuant to the applicable provisions of the Declaration. ARTICLE 4 DECLARATION; CERTAIN OBLIGATIONS OF COUNTY 4.1 Declaration. In order to implement and enforce certain provisions of this Agreement such that the provisions are binding upon the successors and assigns of the parties to this Agreement and run with the land that comprises all of the parcels described in the Recitals of this Agreement, prior to the first close of escrow under one of the purchase and sale agreements referenced in the Recitals of this Agreement (including close of escrow under a subsequent purchase and sale agreement covering the Commercial Parcel), County shall complete and record in the Official Records of the County of Alameda, California, the Declaration of Covenants, Conditions, and Restrictions in the form and content of Exhibit F (the "Declaration "). Hendrick, CLC, and City agree that notwithstanding anything to the contrary in their purchase and sale agreements, such parties shall take title to the parcel(s) to be conveyed to them subject to the Declaration. 4.2 Certain Obligations of County and City. In the event a purchase and sale agreement between County and Hendrick, and/or CLC shall terminate prior to the satisfaction of all conditions and obligations under this Agreement, County shall succeed to the rights and obligations of any such Developer under this Agreement but without prejudice to any rights and remedies County may have against any such Developer, either under this Agreement, the Declaration, and/or the purchase and sale agreement between County and any such Developer. ARTICLE 5 ARBITRATION OF DISPUTES 5.1 Disputes Subject to Arbitration. Only those disputes arising out of Section 1.4(b)(iv) are subject to arbitration pursuant to this Article 5, and shall be settled by neutral binding arbitration before a single arbitrator to be held in accordance with the rules of the American arbitration association applicable to the nature of the dispute in question, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a licensed practicing attorney in California with a minimum of twenty (20) years' substantial experience in real estate and land use law. Hearings shall be held in Oakland, California or such other venue as the parties may determine by mutual agreement. 5.2 Demand and Limitations on Claims. Any demand for arbitration must be made in writing to the other party(ies) and to the American Arbitration Association. In no event shall any demand for arbitration be made after the date that the institution of legal 000299.004411087426.6 8