STAPLES NEIGHBORHOOD PARK FUNDING-IMPROVEMENT

FUNDING AND IMPROVEMENT AGREEMENT (Staples Ranch Neighborhood Park/Detention Basin) THIS FUNDING AND IMPROVEMENT AGREEMENT ( "Agreement ") is entered into as of ..fe9— ,.e , 2010 ( "Effective Date ") among the following parties: 1. Surplus Property Authority of Alameda County, a public corporation ( "County "); 2. City of Pleasanton, a municipal corporation ( "City "); 3. Continuing Life Communities Pleasanton, LLC, a Delaware limited liability company ( "CLC "); and 4. Hendrick Automotive Group, a New York general partnership ( "Hendrick "). Hendrick and CLC are sometimes referred to in this Agreement collectively as "Developers." RECITALS This Agreement is entered into with reference to the following facts and objectives. A. County presently owns all of that certain unimproved real property located in Alameda County, California consisting of approximately one hundred twenty -four (124) acres, which property is sometimes commonly referred to as "Staples Ranch." City is processing a vesting tentative tract map that would subdivide Staples Ranch into seven (7) lots and dedicate public rights -of -way for Stoneridge Drive and Street A. The proposed subdivision is shown on Exhibit A (the "Draft Tentative Map "). B. On 5e- r- k.4br,' 2010, County and City entered into that certain "Agreement for Purchase and Sale of Real Property and Escrow Instructions" (the "City PSA ") whereby County agrees to sell to City, and City agrees to purchase from County, Lot 4 (titled "Neighborhood Park ") as approximately shown on the Draft Tentative Map (such property referred to in this Agreement as the "Property "). C. On March 22, 2005, County and CLC entered into that certain "Agreement for Purchase and Sale of Real Property and Escrow Instructions," as subsequently amended (the "CLC PSA ") whereby County agrees to sell to CLC, and CLC agrees to purchase from County, Lots 5, 6 and 7 (titled "Continuing Care Communities ") as approximately shown on the Draft Tentative Map Lots 5, 6 and 7, as well as all of the adjoining Street A, shall be referred to in the singular as the "CLC Parcel "). D. On October 17, 2006, County and Hendrick entered into that certain "Agreement for Purchase and Sale of Real Property and Escrow Instructions," as subsequently amended (the "Hendrick PSA ") whereby County agrees to sell to Hendrick, and Hendrick agrees to purchase from County, Lot 1 (titled "Auto Mall ") as approximately shown on the Draft Tentative Map (such property referred to in this Agreement as the "Hendrick Parcel "). 000299,004411087426.6 1