STAPLES PURCHASE & SALE OF REAL PROPERTY

E. As of the Effective Date, County has not entered into any agreement with a third party to sell Lot 2 (titled"Retail Commercial") as approximately shown on the Draft Tentative Map (such property referred to in this Agreement as the"Commercial Parcel"). The owner of the Commercial Parcel (be it County or a subsequent third party) shall be referred to in this Agreement as"Commercial Parcel Owner." F. In connection with the proposed developments on Staples Ranch, it is contemplated that County will dedicate and convey to City Lot 3 (titled"Community Park") as approximately shown on the Draft Tentative Map. G. City is presently processing PUD development plans for the Developers' proposed developments on Staples Ranch, and is processing a Vesting Tentative Tract Map 8020 for Staples Ranch pursuant to the California Subdivision Map Act to create the Lots as approximately shown on the Draft Tentative Map as separate legal parcels. H. It is the intent of the parties that some of the provisions of this Agreement be binding on the successors and assigns of the parties and become covenants that run with the land and bind the parcels that comprise Staples Ranch pursuant to the Declaration as provided in Section 4.1. AGREEMENT ARTICLE 1 DETENTION BASIN DESIGN, FUNDING,AND CONSTRUCTION 1.1 Detention Basin Specifications. Attached to this Agreement is Exhibit B (the"Detention Basin Specifications")which are the design specifications for a 2.65 acre storm water detention basin(the"Detention Basin")on the Property that will meet the California Regional Water Quality Control Board's hydromodification requirements for the proposed development of Staples Ranch and is consistent with the PUD development plans for the Property. 1.2 Parties' Proportionate Shares. Attached to this Agreement is Exhibit C that sets forth the proportionate shares of the parties for the purpose of calculating the parties' respective shares of the Detention Basin Purchase Price and the Detention Basin Construction Costs (as defined in Section 1.4(b)(ili)(A)). Such proportionate shares on Exhibit C are referred to in the singular as"Proportionate Share" and collectively as"Proportionate Shares." The Proportionate Shares are based upon the acreage of impervious surface of each Parcel's improvements compared to the total acreage of all impervious surface improvements within Staples Ranch, including all planned public improvements(except for El Charro Road) within Staples Ranch, as established by the PUD development plans for Staples Ranch and the Draft Tentative Map; except the impervious surface of the Commercial Parcel is based upon the parties' estimate and not based on PUD development plans. For purposes of this Section, the impervious surface within the right of way of Street A and the impervious surface within the Property (other than within the Detention Basin itself) is used in calculating CLC's Proportionate Share, and the imperious surface within the right of way of Stoneridge Drive as shown on the Draft Tentative Map and the impervious surface within the Detention Basin, as shown in the 000299.0044\1087426.6 2