VINEYARD MOBILE VILLA - SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT VINEYARD MOBILE VILLA CASE NOS. VG09478808 AND VG09478803 This Settlement Agreement ("Agreement") is entered into by and between PLEASANTON MOBILE HOME PARK, LP, a California limited partnership (successor -in -interest to Vineyard Mobile Villa, LLC) ("Owner"), and the CITY OF PLEASANTON, a municipal corporation ("City") and is effective as of the date it is fully executed by the Parties ("Effective Date"). Owner and City are collectively referred to herein as the "Parties" and singularly as a "Party." RECITALS A. On or around June 2, 2007, Vineyard Mobile Villa, LLC, predecessor -in -interest to Owner, filed an application with the City for a vesting tentative tract map, regarding conversion ("Conversion") of the Vineyard Mobile Villa mobilehome park ("Park") from one which rents spaces to mobilehome owners to a single-family manufactured home condominium project ("Project"), as Application No. PMCC-2 (the "Application"). After duly noticed public hearings, and consideration of all the evidence, the City adopted Resolution No. 09-316 making findings and denying the Application. B. On October 13, 2009, Owner filed a Verified Petition for Writ of Administrative Mandamus or Mandate to vacate the City of Pleasanton's Resolution No. 09-316, Pleasanton Mobile Home Park, LP v. City of Pleasanton, et al., Alameda Superior Court ("Court"), Case No. VG09478808 ("Writ Action") regarding the Application; C. On October 13, 2009, the Owner filed a Complaint for Declaratory Relief, Injunctive Relief, Inverse Condemnation and Violation of 42 U.S.C. § 1983 based on the City's adoption of Resolution No. 09-316, Court Case No. VG09478803 ("Damages Action"); D. The Writ Action has been briefed, however, Court -requested supplemental briefs were filed on February 5, 2010, and oral argument was set before the Court on February 23, 2010, and was subsequently continued to March 26, 2010; E. The City, through the City Council, formally made its final approval of the Application, the tentative tract map for the Project filed with the City, and this Agreement (collectively, the "City Approval") on March 2, 2010 ("City Approval Date"). The City Approval was made subject only to the conditions attached hereto as Exhibit C ("Agreed Conditions"). F. The Parties now desire to settle and resolve all disputes without further litigation and without any admission by any Party as to liability or as to the merits or lack of merit of any claim asserted by any Party in the Damages Action and asserted in the Writ Action, upon and subject to the terms herein set forth below. NOW THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, it is hereby agreed as follows: [/022410/4640.001] 1