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FUNDING AND IMPROVEMENT AGREEMENT <br /> (Staples Ranch Neighborhood Park/Detention Basin) <br /> THIS FUNDING AND IMPROVEMENT AGREEMENT("Agreement") is entered into <br /> as of , 2010("Effective Date") among the following parties: <br /> 1. Surplus Property Authority of Alameda County, a public corporation("County"); <br /> 2. City of Pleasanton, a municipal corporation("City"); <br /> 3. Continuing Life Communities Pleasanton, LLC, a Delaware limited liability <br /> company("CLC"); and <br /> 4. Hendrick Automotive Group, a New York general partnership ("Hendrick"). <br /> Hendrick and CLC are sometimes referred to in this Agreement collectively as <br /> "Developers." <br /> RECITALS <br /> This Agreement is entered into with reference to the following facts and objectives. <br /> A. County presently owns all of that certain unimproved real property located in <br /> Alameda County, California consisting of approximately one hundred twenty-four(124) acres, <br /> which property is sometimes commonly referred to as"Staples Ranch." City is processing a <br /> vesting tentative tract map that would subdivide Staples Ranch into seven(7) lots and dedicate <br /> public rights-of-way for Stoneridge Drive and Street A. The proposed subdivision is shown on <br /> Exhibit A(the"Draft Tentative Map"). <br /> B. On , 2010, County and City entered into that certain"Agreement for <br /> Purchase and Sale of Real Property and Escrow Instructions"(the"City PSA") whereby County <br /> agrees to sell to City,and City agrees to purchase from County, Lot 4(fitted"Neighborhood <br /> Park") as approximately shown on the Draft Tentative Map(such property referred to in this <br /> Agreement as the"Property"). <br /> C. On March 22, 2005, County and CLC entered into that certain"Agreement for <br /> Purchase and Sale of Real Property and Escrow Instructions," as subsequently amended(the <br /> "CLC PSA")whereby County agrees to sell to CLC, and CLC agrees to purchase from County, <br /> Lots 5, 6 and 7 (titled"Continuing Care Communities") as approximately shown on the Draft <br /> Tentative Map Lots 5, 6 and 7, as well as all of the adjoining Street A, shall be referred to in <br /> the singular as the"CLC Parcel"). <br /> D. On October 17, 2006, County and Hendrick entered into that certain"Agreement <br /> for Purchase and Sale of Real Property and Escrow Instructions," as subsequently amended (the <br /> "Hendrick PSA") whereby County agrees to sell to Hendrick, and Hendrick agrees to purchase <br /> from County, Lot 1 (titled"Auto Mall") as approximately shown on the Draft Tentative Map <br /> (such property referred to in this Agreement as the"Hendrick Parcel"). <br /> 000299.0044\1087426.6 1 <br />