BERNAL INVESTMENT CASTLEWOOD WATER PIPELINE

~ ~ FIRST AMENDMENT TO CASTLEWOOD WATER PIPELINE AGREEMENT THIS FIRST AMENDMENT is entered into this ~ day of ,.2004 to amend the Castlewood Water Pipeline Agreement dated July 17, 001 by and between: BERNAL INVESTMENT COMPANY, LLC, a Delaware limited liability company. ("BIC") and the .CITY OF PLEASANTON, a general law city, located in Alameda County, California ("City"). WHEREAS, the City and County of San Francisco acting through its Public Utilities Commission ("San Francisco") sold property to GHC Bernal Investors, LLC ("GHC"), the Manager of BIC, which property is located within the City of Pleasanton, County of Alameda and known as the Bernal Property ("Property"); and. WHEREAS, San Francisco and GHC entered into a Water Pipeline Easement dated October 24, 2000 and recorded October 31, 2000 as Instrument No. 324829, by which San Francisco reserved. a water pipeline easement over the west parcel of the .Property for a waterline to transport water from property owned by San Francisco to the Castlewood Country Club ("Water Pipeline Easement"), which document is attached as Exhibit 1; and WHEREAS, in the course of developing a portion of the Property, Bernal Investment Company ("BIC") desired to relocate the water pipeline, requiring an amendment to the legal description of the Water Pipeline Easement prior to obtaining formal consent from San Francisco; and WHEREAS, BIC and the City entered into a Castlewood Water Pipeline Agreement dated July 12, 2001 to clarify the responsibilities of the parties regarding the relocated water pipeline ("Agreement"); and WHEREAS, BIC desires the City, as the new owner of the property over which the relocated water pipeline exists, to execute an Amendment to the Water Pipeline Easement with San Francisco ("Easement Amendment"), which document is attached as Exhibit 2; NOW, THEREFORE, in consideration of the faithful performance of the promises, terms, conditions and covenants set forth, the parties agree as follows: 1. Relocation of Water Pipeline. Section 1, `BIC Proceeding at Its Own Risk," of the Agreement. is amended to include the following paragraphs: C. BIC shall undertake all obligations of the "Buyer" in Section 3(a) of the Water Pipeline Easement as to relocation of the easement area, at no cost to the City, including but not limited to: FIRST AMENDMENT TO CASTLEWOOD WATER PIPELINE AGREEMENT Page 1 of 3