STAPLES PURCHASE & SALE OF REAL PROPERTY

(3) City shall be responsible for and pay the Community Park's Share of the Detention Basin Construction Costs. (iv) Final Accounting of Detention Basin Construction Costs. No later than ten(10)days following City's acceptance of the Detention Basin Improvements, CLC shall provide to each of the parties a detailed accounting of all of the Detention Basin Construction Costs, each party's Proportionate Share of such costs, and the amount(s)each party paid toward its Proportionate Share. If any party overpaid its Proportionate Share of such costs, Chicago Title Company shall pay out of funds it is holding under the Disbursement Agreement any overpayments made by a party. If any party underpaid its Proportionate Share of such costs, such party shall deposit such underpayment no later than ten(10)days following receipt of the final accounting with Chicago Title Company pursuant to the provisions of the Disbursement Agreement. Any dispute under this Section 1.4(b)(iv)shall be resolved by binding arbitration pursuant to Article 5. 1.5 Default. If a party defaults in its obligations pursuant to this Article 1, the nondefaulting parties shall have the rights and remedies pursuant to this Agreement and pursuant to the applicable provisions of the Declaration. 1.6 Maintenance of Detention Basin Improvements. City shall maintain and operate the Detention Basin Improvements and the parties shall contribute to the Detention Basin Maintenance Costs pursuant and subject to the applicable provisions of the Declaration in proportion to each party's Proportionate Share. Nothing in this Section,the attached Declaration nor in this Agreement precludes the City from establishing a maintenance or assessment district in order to maintain and/or fund the maintenance of the Detention Basin Improvements. ARTICLE 2 OFF-SITE IMPROVEMENTS CLC shall solely be responsible for the design and construction(subject to City approval) of Street A, including any utilities located within the street tight of way. County shall be solely responsible for the design and construction(subject to City approval)of all improvements within the Stoneridge Drive right of way, as shown on the Draft Tentative Map, including street improvements to back of curb and all utilities (e.g., sewer, water, storm drain, electrical, gas and conduit for fiber optics) necessary to serve all of the proposed developments at Staples Ranch, including the Property. Utility stub outs will be provided to the Property as determined by City. Utilities shall include a storm water conveyance system within the Stoneridge Drive right of way from the property line of each parcel abutting the Stoneridge Drive right of way created by the first Final Subdivision Map to the Property, as well as from the Property to the Arroyo Mocho outfall structure located in the southwest corner of Staples Ranch. If any permits other than City issued permits are required for these improvements, County shall obtain such permits at no cost to the City or to Developers. 000299.0044\1087426.6 6