BLP PARTNERSHIP LAND DISPOSITION

Developer has full right,power and authority to enter into this Agreement and to carry out all actions on its part contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of the Developer and no consent, authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on the Developer's part contemplated by this Agreement, except as have been obtained and are in full force and effect or are not required to be obtained until a later date, such as the certificate of occupancy; that the person executing this Agreement on behalf of the Developer has full corporate authority to do so; and that this Agreement constitutes the valid, binding and enforceable obligation of the Developer. Section 10.16 Complete Understanding of the Parties. This Agreement may be executed in duplicate originals each of which shall be deemed to be an original. This Agreement and the attached exhibits constitute the entire understanding and agreement of the parties with respect to the matters set forth in this Agreement. Section 10.17 Conflict Among City Documents. In the event of a conflict between the terms of this Agreement and any other City Document, the terms of this Agreement shall control to the extent of such conflict. IN WITNESS WHEREOF, the City and the Developer have executed this Agreement in triplicate on or as of the date first above written. DEVELOPER: BLP PARTNERSHIP, INC., a California profit public benefit corporation By: !