REVISED

COUNTY OF ALAMEDA OFFICE LEASE SUNOL CENTER

This Lease is made by HACIENDA PORTFOLIO VENTURE, LLC, a Delaware limited liability company ("Lessor") and the County of Alameda ("County") who agree as follows:

PART ONE Fundamental Lease Provisions The fundamental provisions of this Lease are:

1. Lease Execution Date: February _, 2019 (by the Board of Supervisors) 2. Lessor: Hacienda Portfolio Venture, LLC, a Delaware limited liability company County: County of Alameda, a political subdivision of the State of California 3. Premises: Approximately 67,680 rentable square feet consisting of the entire building located at 5669 and 5671 Gibraltar Drive, Pleasanton, California (the "Building"), as shown on Exhibit A, attached hereto and made a part hereof. The Premises are located on Assessor's Parcel Numbers (APN's) 941-2763-23 and 941-2763-24. 4. Term: a. Duration of Term: Ten (1 0) years (120 full calendar months) b. Commencement Date of the Term: The Lease Execution Date. 5. Full Service Monthly Base Rent schedule:

Month Full Service Monthly Base Rent

Term Commencement Date $169,200.00 (based upon $2.50 per through the end of full rentable square foot per month) calendar month 12:

13 through 24: $174,614.40 (based upon $2.58 per rentable square foot per month)

25 through 36: $179,352.00 (based upon $2.65 per rentable square foot per month)

3 7 through 48 : $184,766.40 (based upon $2.73 per rentable square foot per month)

49 through 60: $190,180.80 (based upon $2.81 per rentable square foot per month)

001450 1966/655095v7 61 through 72: $196,272.00 (based upon $2.90 per rentable square foot per month)

73 through 84: $202,363.20 (based upon $2.99 per rentable square foot per month)

85 through 96: $208,454.40 (based upon $3.08 per rentable square foot per month)

97 through 108: $214,545.60 (based upon $3 .17 per rentable square foot per month)

109 through the Term Expiration Date: $220,636.80 (based upon $3.26 per rentable square foot per month)

6. Permitted Use: Office, administrative, meeting space for the Child Support Services of Alameda County, or any other County of Alameda office, administrative, meeting or public service space as may be substituted during the Term subject to Lessor's prior written consent as set forth in Part Two, Paragraph 12 below with respect to any substitution, which consent will not be unreasonably withheld, delayed or conditioned. Subject to the terms set forth in Part Two, Paragraph 12 D., E., and F. below, Lessor hereby consents to the short-term use (i.e., no more than twelve (12) months) of a portion of the Premises by the Alameda County Fire Department, a California special district for office and administrative use only, the terms of which use shall be memorialized in a written sublease agreement, approval of which shall not be unreasonably withheld by Lessor. Notwithstanding the foregoing, the County agrees that its use of the Premises during the entire term of this Lease (including any extension options) may only allow for limited public contact because the available parking spaces at the Project may not be sufficient for a use that generates a significant number of visitors to the Premises. If use of parking spaces at the Project collectively by the County' s employees, contractors, agents, invitees, and visitors exceeds the 270 parking spaces allocated to the County, Lessor shall provide written notice to County stating the problem and the perceived cause. Promptly after County receives such notice, Lessor and County shall work towards a mutually agreed upon solution. If Lessor and County cannot agree to a solution within thirty (30) days of County' s receipt of Lessor' s written notice, or if

00 1450 1966/655095v7 2 County is not implementing procedures previously agreed to, Lessor may address the problem, in its reasonable discretion. In addition, County shall use its reasonable efforts to prevent queuing of such visitors outside of the Premises; if queuing occurs outside of the Premises, at a minimum, County shall request that such attendees remain inside the Premises while waiting. 7. Extension Option: a. Extension Option: One (1) Five (5)-year option (60 calendar months) b. Option Notice Period Expiration: 270 days before the Term Expiration Date. c. Extension Terms - Full Service Monthly Base Rent: Ninety-five percent (95%) of the then Fair Market Rental Rate defined in Part Two, Paragraph 6.B., the Lease Provisions. 8. Addresses for Notices: To County: To Lessor:

Real Property Manager Hacienda Portfolio Venture, LLC Alameda County General Services Agency c/o Ellis Partners LLC 1401 Lakeside Drive, 6th Floor 111 Sutter Street, Suite 800 Oakland, CA 94612 San Francisco, CA 941 04 Attn: James F. Ellis

9. Exhibits and Other Attachments: The following exhibits and other attachments are attached to this Lease and made a part of this Lease for all purposes. Exhibit A - Floor Plan of the Premises Exhibit A-1 - Site Plan of the Project Exhibit B - Intentionally Omitted Exhibit C - Confirmation of Term of Lease Exhibit D - Building Rules and Regulations Exhibit E- Hacienda Business Park Owners Association CC&R' s 10. Parking: A total of 270 (equivalent to 4 parking spaces per 1,000 rentable square feet of the Premises) surface, unreserved parking spaces shall be provided by Lessor to the County, for the County's employees, contractors, agents, invitees, and visitors. The County shall be provided these parking spaces at no additional cost. Lessor shall allow County to mark 10 of the foregoing parking spaces as visitor parking (marked on the asphalt, not signs) in the location(s) approved by Lessor in its reasonable discretion;

00 1450 1966/655095v7 3 provided, however, County acknowledges that such markings are subject to the Hacienda Business Park Owners Association covenants, conditions and restrictions, as amended from time to time (the "Hacienda CC&R's"), and other matters of record affecting the Project. The current Hacienda CC&R's are attached to this Lease as Exhibit E. 11. Signage: County shall be granted monument signage and exterior building signage. See Part Two, Paragraph 42, the Lease Provisions. 12. Defmitions: a. Premises. Approximately 67,680 rentable square feet consisting of the entire Building, as shown on Exhibit A. b. Building. The building located at 5669 and 5671 Gibraltar Drive, Pleasanton, California, as described in Paragraph 3 of these Fundamental Lease Provisions. c. Real Property/Property/Project. "Real Property" or "Property" or "Project" shall mean the two (2) buildings situated at (i) 5673 through 5675 Gibraltar Drive, and (ii) 5669 through 5671 Gibraltar Drive, Pleasanton, California, the parking and common areas affiliated therewith, and the real property on which the buildings and the parking and common areas are located, all as shown on Exhibit A attached hereto. d. Common Areas. "Common Areas" shall mean areas of the Project available for the non-exclusive use and benefit of all tenants (and invitees). Each reference in this Lease to any provision in the Fundamental Lease Provisions shall be construed to incorporate all of the terms provided under such Fundamental Lease Provisions. In the event of any conflict between a provision in the Fundamental Lease Provisions and a provision in the balance of the Lease, the latter shall control.

00 1450 1966/655095v7 4 1. PREMISES ...... 1 2. TERM ...... 2 3. TENANT IMPROVEMENTS ...... 2 4. CONFIRMATION OF TERM ...... 2 5. RENT ...... 2 6. OPTION TO EXTEND TERM ...... 10 7. SERVICES ...... 13 8. FORCE MAJEURE ...... 17 9. MAINTENANCE AND REPAIRS ...... 17 10. ALTERATIONS AND CHANGE ORDERS DURING THE TERM ...... 20 11. FAILURE IN PERFORMANCE BY LESSOR ...... 22 12. ASSIGNMENT AND SUBLETTING ...... 23 13. HOLD OVER ...... 25 14. ENTRY...... 25 15. INDEMNITY ...... 26 16. INSURANCE AND WAIVER OF SUBROGATION ...... 26 17. SELF-INSURANCE BY COUNTY ...... 28 18. FIRE AND CASUALTY DAMAGE ...... 29 19. INTERRUPTION OF SERVICE ...... 30 20. COUNTY DEFAULT: LESSOR'S REMEDIES ...... 31 21. LESSOR DEFAULT: COUNTY'S REMEDIES ...... 35 22. HEADINGS ...... 36 23. SEVERABILITY ...... 36 24. NON-DISCRIMINATION ...... 36 25. NO WAIVER...... 37 26. CONDEMNATION ...... 37 27. RECORDATION AND FILING ...... 37 28. SURRENDER ...... 37 29. [INTENTIONALLY OMITTED] ...... 38 30. [INTENTIONALLY OMITTED] ...... 38 31. TELECOMMUNICATIONS EQUIPMENT ...... 38

00 1450 1966/655095v7 32. SALE OF BUILDING ...... 41 33. SURVIVAL ...... ;...... 41 34. SUCCESSORS BOUND ...... 41 35. WAIVER OF CALIFORNIA CODE PROVISIONS ...... 41 36. MORTGAGE PROTECTION ...... 41 37. ASSIGNMENT OF CLAIMS ...... 42 38. STATE OF TITLE; SUBORDINATION AND ATTORNMENT ...... 42 39. QUIET ENJOYMENT BY COUNTY ...... 43 40. TIME OF THE ESSENCE ...... 44 41. ENTIRE AGREEMENT ...... 44 42. SIGNS ...... 44 43. NOTICES ...... 45 44. COMPLIANCE WITH ENVIRONMENTAL LAWS ...... 46 45. COMPLIANCE WITH APPLICABLE LAW ...... 49 46. PARKING ...... 49 47. STATEMENT OF LEASE (ESTOPPEL CERTIFICATE) ...... 50 48. WINDOW COVERINGS ...... 51 49. BROKERS ...... 51 50. RULES AND REGULATIONS ...... 51 51. ATTORNEYS' FEES. [INTENTIONALLY OMITTED] ...... 52 52. ACCESSIBILITY INSPECTION DISCLOSURE ...... 52 53. COUNTERPARTS; SIGNATURES ...... 52

00 1450 1966/655095v7 PART TWO Lease Provisions: 1. PREMISES. A. Lessor leases to County, and County leases from Lessor, the real property described in Paragraph 3 of the Fundamental Lease Provisions and delineated in Exhibit A (the "Premises"). Lessor and County agree that the Premises contain the number of square feet of rentable area set forth in Paragraph 3 of the Fundamental Lease Provisions. County is currently in possession of the Premises and accepts the Premises in its current "AS-IS" condition on the date County executes this. Lease. County shall have access to the Premises twenty-four (24) hours a day, three hundred sixty-five (365) days a year, subject to situations beyond the reasonable control of Lessor. B. During the term of this Lease, County, without additional charge unless otherwise expressly provided herein, is entitled to all of the rights and appurtenances set forth in this Lease, including, but not limited to: (a) the right of ingress and egress to and from the Premises by the main entrances of the Building at all times for County and County's contractors, agents, employees, invitees, clients and other persons transacting business with County; (b) the reasonable, non-exclusive right to use the public or common entrances, lobbies, corridors, hallways, driveways, foot-ways, passage-ways, fire escapes, restrooms, auditoriums, meeting rooms, trash rooms, loading docks and other public or common facilities in or about the Building; (c) the right to maintain and use existing access to and from the Premises through hallways, corridors, and fire escapes whether from reception rooms or by private office doors. C. Lessor reserves the right from time to time, so long as the parking facilities and reasonable access and basic services to the Premises remain available, to install, use, maintain, repair, relocate and/or replace pipes, conduits, wires and equipment within and around the Building and the Common Areas and to do and perform such other acts and make such other changes, additions, improvements, repairs and/or alterations in, to or with respect to the Building and the Project (including without limitation with respect to the driveways, parking areas, walkways and

001450 1966/655095v7 1 entrances to the Project) as Lessor may, in the exercise of sound business judgment, deem to be appropriate. In connection therewith, Lessor shall have the right to close temporarily any of the Common Areas so long as reasonable access to the parking facilities and the Premises remains available. The Lessor shall provide County with not less than twenty-four (24) hours prior notice (except in cases of emergency) and shall use commercially reasonable efforts to minimize disruption to County's operations in the Premises. 2. TERM. The terms and provisions of this Lease shall be effective between Lessor and County as of the Lease Execution Date described in Paragraph 1 ofthe Fundamental Lease Provisions. The Term of this Lease shall be for the period stated in Paragraph 4(a) of the Fundamental Lease Provisions commencing on the Term Commencement Date and expiring on the Term Expiration Date, subject to the renewal right as hereinafter set forth.

3. TENANT IMPROVEMENTS. None. County is currently in possession ofthe Premises and accepts the Premises in its current "AS-IS" condition on the date County executes this Lease. 4. CONFIRMATION OF TERM. Within 15 (fifteen) days after the Term Commencement Date and the Term Expiration Date of the Term are determined, Lessor and County shall execute a Confirmation of Term of Lease substantially in the form attached as Exhibit C, a form of which is attached hereto and made a part of this Lease. The failure of the parties to execute such Confirmation of Term of Lease shall not affect their obligations under this Lease.

5. RENT. A. Monthly Rent. County shall pay Monthly Rent as set forth in Paragraph 5 of the Fundamental Lease Provisions ("Monthly Rent"). County shall pay the Monthly Rent in arrears for each calendar month during which County has had possession of the Premises as provided in this Lease. The term "in arrears" shall be construed to mean Monthly Rent will be paid no later than the 1st day of the month subsequent to the month for which rent is due. If the Term Commencement Date or the date of expiration of the Term of this Lease occurs on a day other than the first or last day of a calendar month, the Monthly Rent shall

001450 1966/655095v7 2 be prorated as the number of lease days in the month bears to the total number of days in the month. The term "Rent" and "Rental" as used in this Lease shall be deemed to mean (a) Monthly Rent, (b) County's Proportionate Share ofBasic Operating Costs (as set forth below), and (c) all Additional Rent. "Additional Rent" shall mean all sums other than Monthly Rent and County's Proportionate Share of Basic Operating Costs payable by County to Lessor under this Lease, including, without limitation, after hours HVAC, extra services charges (as set forth in Paragraph 7(B)) and other costs payable by County as set forth in this Lease. B. County's Proportionate Share of Basic Operating Costs. (1) Commencing on the Term Commencement Date and continuing through the remainder of the Term, County shall pay to Lessor, County's Proportionate Share of the total dollar increase, if any, in Basic Operating Costs attributable to each Computation Year over Basic Operating Costs for the Base Year. "Base Year" shall mean the calendar year 2018. "County's Proportionate Share" is the percentage which the rentable square footage of the Premises bears to the total rentable square footage of the Building and/or the Project, as applicable. "Computation Year" shall mean a fiscal year consisting of the calendar year commencing January 1st of each year during the Term with a short or stub fiscal year in (i) the period between the Term Commencement Date and December 31 of such year, and (ii) any partial year in which the Lease expires or is terminated for the period between January 1 of such year and the date of lease termination or expiration. (2) After the BaseYear , each month during such Computation Year, County shall pay to Lessor one-twelfth (1/12) of Lessor's estimate of the amount payable by County under this Paragraph 5(B) as set forth in Lessor's written notice to County delivered on or before the end of the BaseYear. County shall pay the estimate of County's Proportionate Share of Basic Operating Costs in arrears for each calendar month after the BaseYear. The term "in arrears" shall be construed to mean the estimate of County' s

00 14501966/655095v7 3 Proportionate Share of Basic Operating Costs will be paid no later than the 1st day of the month subsequent to the month for which such amount is due. During the last month of each Computation Year (or as soon thereafter as practicable), Lessor shall give County notice of Lessor's estimate of the amount payable by County under this Paragraph 5(B) for the following Computation Year. Each month thereafter during the following Computation Year, County shall pay to Lessor (in arrears) one­ twelfth (1112) of such estimated amount, provided that if Lessor fails to give such notice in the last month of the prior year, then County shall continue to pay on the basis of the prior year's estimate until the calendar month next succeeding the date such notice is given by Lessor; and with the next calendar month following the date such notice is given by Lessor,

County's p~yments shall be adjusted so that the estimated amount for that Computation Year will be fully paid by the end of that Computation Year. If at any time or times Lessor determines that the amount payable under this Paragraph 5(B) for the current Computation Year will vary from its estimate given to County, Lessor may, with thirty (30) days' notice to County, revise its estimate for such Computation Year, and subsequent payments by County for such Computation Year shall be based upon such revised estimate. (3) Following the end of each Computation Year, Lessor shall deliver to County a statement of amounts payable under this Paragraph 5(B) for such Computation Year. If such statement shows an amount owing by County that is less than the payments for such Computation Year previously made by County, Lessor shall credit such amount to the next payment(s) of Monthly Rent falling due under this Lease. If such statement shows an amount owing by County that is more than the estimated payments for such Computation Year previously made by County, County shall pay the deficiency to Lessor within thirty (30) days after delivery of such statement. The respective obligations of Lessor and County under this Paragraph 5(B) shall survive the Term Expiration Date, and, if the Term

001450 1966/655095v7 4 E~piration Date is a day other than the last day of a Computation Year, the adjustment in County's Proportionate Share ofBasic Operating Costs pursuant to this his Paragraph 5(B) for the Computation Year in which the Term Expiration Date occurs shall be prorated in the proportion that the number of days in such Computation Year preceding the Term Expiration Date bears to three hundred sixty-five (365). (4) Lessor shall have the same remedies for a default in the payment of County's Proportionate Share of Basic Operating Costs as for a default in the payment of Monthly Rent. (5) Basic Operating Costs. Subject to the exclusions from Basic Operating Costs as set forth below, Basic Operating Costs shall mean all expenses and costs (but not specific costs which are separately billed to and paid by particular tenants of the Project) which Lessor shall pay or become obligated to pay because of or in connection with the day-to-day management, ownership, maintenance, repair, replacement, preservation and operation of the Premises, the Project and its supporting facilities directly servicing the Project (determined in accordance with generally accepted accounting principles, consistently applied) including, but not limited to, the following: (a) Wages, salaries and related expenses and benefits of all on-site and off-site employees and personnel engaged in the day-to-day operation, maintenance, repair and security of the Project. (b) Costs of Lessor's office (including the property management office) to the extent providing for the management of the Project and office operation in the Project, as well as the costs of operation of a room for delivery and distribution of mail to tenants of the Project, the square footage of such office space if located in the Project shall not exceed one thousand five hundred (1 ,500) square feet.

001450 1966/655095 v7 5 (c) All supplies, materials, equipment and equipment rental used in the day-to-day operation, maintenance, repair, replacement and preservation of the Project. (d) Utilities, including water, sewer and power, telephone, communication and cable television facilities, lighting, heating, air conditioning and ventilating the entire Project. (e) All maintenance, janitorial and service agreements for the Project and the equipment therein, including, without limitation, alarm and/or security service, window cleaning, sidewalks, landscaping, Building exterior and service areas. (f) A management cost recovery in an amount not to exceed five percent (5%) of all Rent (excluding such management cost recovery) derived from the Project; provided, however, such management fee shall not exceed the current market rate during a particular Computation Year. (g) Legal and accounting services for the Project, including the costs of audits by certified public accountants; provided, however, that legal expenses shall not include the cost of lease negotiations, termination ofleases, extension ofleases or legal costs incurred in proceedings by or against any specific tenant, or for the defense of Lessor' s legal title to the Project or Lessor' s legal costs or expenses related to a dispute with the County arising out of this Lease. (h) All insurance premiums and costs, including, but not limited to, the cost of property and liability coverage and rental income and earthquake insurance applicable to the Project and Lessor' s personal property used in connection therewith, as well as deductible amounts applicable to such insurance; provided, however, that Lessor may, but shall not be obligated to, carry earthquake insurance (if Lessor decides to carry earthquake

001450 1966/655095v7 6 insurance, County shall reasonably approve carrying such insurance beforehand). (i) Repairs, replacements and general maintenance (except to the extent paid by proceeds of insurance or by County or other tenants of the Project or third parties). (j) All real property taxes and assessments (and any tax levied wholly or partly in lieu thereof) levied against the Project, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, transit charges, housing fund assessments, open space charges, assessments, bonds, levies, fees or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind which are assessed, levied, charged, confirmed or imposed by any public authority upon the Project (or any portion or component thereof), its operations, this Lease, or the Rent due hereunder (or any portion or component thereof), except: (i) inheritance or estate taxes imposed upon or assessed against the Project, or any part thereof or interest therein, (ii) Lessor's personal or corporate income, gift or franchise taxes, and (iii) any transfer, recording or similar taxes related to a sale or transfer of the Project or any part thereof. (k) Amortized costs (together with reasonable financing charges) of capital improvements (over the useful life of such improvements) · made to the Project subsequent to the Term Commencement Date which are intended to reduce Basic Operating Cost, or (ii) which may be required by governmental authorities, in connection with rules, laws, regulations or ordinances applicable to the Building and not in effect as ofthe Term Commencement Date (including, but not limited to, any improvements required by governmental authorities under post Term Commencement Date rules, laws,

001450 1966/655095v7 7 regulations or ordinances for energy conservation or for the benefit of individuals with disabilities). (6) Notwithstanding any other provision of this Lease to the contrary, in the event that the Building is not fully leased and occupied during any year of the Term (including the Base Year), an adjustment shall be made in computing Basic Operating Costs for such year (including the BaseYear) so that any elements of Basic Operating Costs that shall vary with occupancy shall be computed as though the Building had been leased and occupied at the greater of 95% or the actual rate of occupancy for the Building during such year. (7) The following additional items shall be excluded from Basic Operating Costs: (i) depreciation on the Building and the Project; (ii) debt service; (iii) rental under any ground or underlying lease; (iv) attorneys' fees and expenses incurred in connection with lease negotiations with prospective Project tenants or alleged defaults with other Project tenants; (v) the cost of any improvements or equipment which would be properly classified as capital expenditures (except for any capital expenditures expressly included in Paragraph 5(B)(5)(k) above); (vi) the cost of decorating, improving for tenant occupancy, painting or redecorating portions of the Building or Project to be demised to tenants; (vii) advertising expenses relating to vacant space; (viii) real estate brokers' or other leasing commissions; (ix) any expense which would not normally be treated as a cost of operation (to be reimbursed by tenants) by landlords of comparable properties; or (x) any expense to the extent not in connection with the management, operation, repair, or maintenance of the Premises, Building or Project. (8) [intentionally omitted]. (9) After the first anniversary of the end of the Base Year, in no event shall County's Proportionate Share of Basic Operating Costs (excluding taxes, utilities, and insurance) increase by more than five percent (5%) cumulatively per calendar year over the term of this Lease (i.e., County's

001450 1966/655095v7 8 Proportionate Share of Basic Operating Costs [excluding taxes, utilities, trash removal fees, and insurance] may increase by more than five percent (5%) from one calendar year to the next if the cumulative increase in County's Proportionate Share of Basic Operating Costs [excluding taxes, utilities, trash removal fees, and insurance] over the expired term of the Lease is less than five percent (5%) per annum). (1 0) County's Audit Rights. If, within ninety (90) days of County's receipt of Lessor's statement (as set forth in Paragraph 5(B)(3) above), County notifies Lessor that County desires to audit or review Lessor' s statement, Lessor shall cooperate with County to permit such audit or review during normal business hours. Lessor shall make available in the San Francisco Bay Area at Lessor's, or at Lessor' s election at Lessor' s property manager' s, place of business, such books and records as are reasonably necessary for County to conduct and complete such audit. County shall have the right to examine and make copies of such books and records at County' s sole cost and expense. County shall bear all other costs and expenses associated with County' s audit (including fees of County' s auditor), unless such audit shall conclude that County was overcharged by an amount in excess of five percent (5%) ofthe amount charged to County hereunder as County' s Proportionate Share of Basic Operating Costs, in which event Lessor shall bear all reasonable out-of-pocket costs of the audit. Within thirty (30) days of completion of the audit, if County desires to challenge Lessor' s statement, then CountY shall provide Lessor with a copy of County's auditor's report. Within fifteen (15) days of Lessor' s receipt of County's auditor' s report, Lessor shall notify County as to whether Lessor agrees or disagrees with the conclusions reached in County' s auditor's report. After Lessor's notice, Lessor and County shall endeavor to resolve any disagreements regarding County' s auditor's report. If Lessor and County are unable to resolve such disagreement regarding County' s auditor' s report within thirty (30) days of the completion of such audit, then Lessor and County shall submit the matter

0014501966/655095 v7 9 to an independent audit conducted by an independent nationally recognized accounting firm or a nationally recognized real estate management or consulting firm that has been mutually selected by County and Lessor. If Lessor and County fail to agree upon and appoint such auditor/arbitrator, then the appointment shall be made by Judicial Arbitration and Mediation Services ("JAMS"). The results of such independent audit shall be conclusive and binding upon Lessor and County. In the event County's audit reveals a discrepancy in County's favor, and Lessor agrees with the conclusions of County's auditor, or in the event that the independent audit determines a discrepancy in County's favor, then Lessor shall credit the amount of such discrepancy to the next payment(s) ofMonthly Rent falling due under this Lease. In the event such audit reveals a discrepancy in Lessor's favor, County shall pay the amount of the discrepancy to Lessor within thirty (30) days of completion of the audit. Any such audit may only be conducted by an independent nationally recognized accounting firm or a nationally recognized real estate management or consulting firm that is not being compensated by County on a contingency fee basis. If County commences an audit in accordance with this Paragraph 5(B)(10), then such audit and the County' s auditor's report must be completed within thirty (30) days of County's notice to Lessor of County's desire to audit. The foregoing rights are in addition to those rights that the Lessor or the County may have in law or equity to pursue the other for any breach of the terms of this Lease. The County will exercise best efforts to exercise audit rights within the time periods specified herein, but failure to do shall not be a waiver by the County of its right to contest rent, expenses or other charges by Lessor against County under this Lease following County' s discovery of any payment or payments made by the County in excess of the amount or amounts provided for in this Lease.

6. OPTION TO EXTEND TERM. A. County shall have the option to extend the term stated in Paragraph 7.(a) of the Fundamental Lease Provisions ("Extension Option"). If County wishes to

0014501966/655095v7 10 exercise the Extension Option, the County shall deliver written notice exercising the Extension Option ("Option Notice") to Lessor before the Option Notice Period Expiration stated in Paragraph 7(b) ofthe Fundamental Lease Provisions of County' s option to extend the Lease for such additional period ("Extension Term"). The Extension Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the Term Expiration Date, (i) County is in default under this Lease beyond applicable notice and cure periods, (ii) County has assigned this Lease or sublet more than fifty percent (50%) of the Premises (other than to another County of Alameda department or division), (iii) County is in possession ofless than fifty percent (50%) of the square footage of the Premises, or (iv) County has been in default beyond all applicable notice and cure periods at any time during the Term. Provided County has properly and timely exercised the Extension Option, the term of this Lease shall be extended for the period of the Extension Term, and all terms, covenants and conditions ofthis Lease shall remain unmodified and in full force and effect, except that the Monthly Rent shall be modified as set forth in Paragraph 6(B) below. B. Extension Term Rent: The Extension Term Rent is that specified in Paragraph 7.(c) of the Fundamental Lease Provisions. The determination ofthe then fair­ market rental rate ("Fair Market Rental Rate") shall take explicitly into consideration the following factors affecting the comparability of transactions: (1) The rental rate and inducements for comparable transactions executed no more than nine months before the expiration of this Lease; (2) Location of comparable transactions; (3) Size ofleased space; (4) Length of lease term; (5) Options to extend and economic arrangements as to those options; (6) Terms of rent adjustments during the term; (7) Free rent or other rental inducements and other concessions, and other cash payments; (8) Extent and usefulness of tenant improvements and quality of construction; (9) Permitted uses of the space; (1 0) Whether the other tenant obtained an equity position in the building as part of the lease; (11) Services provided; (12) Whether or not the lease resulted from an exercise of expansion option or an option to renew; (13) Signage and building naming rights; (14) Creditworthiness of tenant; provided, however, that in

001450 1966/655095v7 11 calculating the Fair Market Rental Rate, no consideration shall be given to the fact that Lessor is or is not required to pay a real estate brokerage commission in connection with County' s exercise of its right to lease the Premises during the Extension Term; and (15) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Premises, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the precise tenant improvements existing in the Premises are specifically suitable to the County. (1) If the County provides the Option Notice greater than 360 days before the Option Notice Period, then the procedure described in the Paragraph 6(B)(l) shall not commence until that date that is 360 days prior to the Option Notice Period Expiration. If County provides notice within 360 days of the Option Notice Period Expiration up to the Option Notice Period Expiration, then upon County providing Lessor with the Option Notice, both parties shall meet to determine the then Fair Market Rental Rate under the terms above. If County and Lessor fail to reach agreement within ten (1 0) business days following the Option Notice, then each party shall make a separate determination of the Fair Market Rental Rate for the Extension Term Rent within ten (1 0) business days, and such determinations shall be submitted to arbitration in accordance with Paragraphs 6(B)(2) through 6(B)(9) below. (2) County and Lessor shall each appoint one arbitrator who shall be a real estate appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the appraising of commercial office leases and buildings in the Pleasanton, Alameda County area. Each such arbitrator shall be appointed within 15 days after both parties fail to reach agreement on the Extension Term Rent as specified in Paragraph 6(B)(l) above. (3) The two (2) arbitrators so appointed shall within 10 days of the date ofthe appointment of the last appointed arbitrator agree upon and appoint a third

0014501966/655095v7 12 arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification ofthe initial two (2) arbitrators. (4) The three (3) arbitrators shall within 30 days of the appointment ofthe third arbitrator reach a decision as to whether the parties shall use Lessor' s or County's submitted Extension Term Rent and shall notify Lessor and County thereof. (5) The decision of the majority of the three (3) arbitrators shall be binding upon Lessor and County. (6) If either party fails to appoint an arbitrator within the applicable time frames above, then the arbitrator appointed by one of them shall reach a decision, notify both parties thereof, and such arbitrator' s decision shall be binding upon Lessor and County. (7) If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or ifboth parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be selected by a judge of the Alameda County Superior Court from an approved list of qualified MAl . . appraisers or nationally recognized valuation firms, but subject to the instructions set forth in this Paragraph 6(B). (8) The cost of the arbitration shall be paid by Lessor and County equally. (9) The arbitration proceeding and all evidence given or discovered pursuant thereto shall be maintained in confidence by all parties. 7. SERVICES. A. Basic Services. Lessor shall operate and manage the Project in a professional manner with a standard of quality consistent with that of other similar-class office projects in the immediate geographical area (the "Operating Standard"). In addition, Lessor shall provide the following basic services during the Term, subject to any limitations imposed by applicable law and governmental authorities: (1) Hot and cold water at those points of supply provided for use oftenant(s) in the Premises at all times; central heat and air conditioning in season, during the Building hours of operation and at such temperatures and in

001450 1966/655095 v7 13 such amounts as are reasonably required for the comfortable use and occupancy of the Premises or, in all events, as may be permitted or controlled by applicable laws, ordinances, rules and regulations. County may request that the Building management adjust the thermostats located in different zones of the Premises as long as such requested temperature settings are within reasonable ranges; in addition to the foregoing, Lessor shall allow up to two (2) specific facilities employees of County to (A) adjust the thermostats ofthe Premises so long as such adjustments are within the reasonable ranges specified by Lessor, and (B) set the HVAC for after-hours use. (2) Structural and exterior maintenance (including, but not limited to, exterior glass and glazing) and routine maintenance, repairs and electric lighting service for all public areas and service areas of the Project. (3) Electric lighting service throughout the Premises and electrical facilities to provide sufficient power for personal computers, copy machines, facsimile machines, and other standard office machines of similar low electrical consumption. (4) Building standard lamps, bulbs, starters and ballasts used in the Premises. (5) Sewer and trash disposal. (6) Building standard janitorial services sufficient to maintain the interior of the Premises in a clean condition, by performing at least the following: Daily:

(1) Empty and clean all trash containers, and dispose of all trash and rubbish. (2) Clean and maintain in a sanitary and odor-free condition all floors, wash mirrors, basins, toilet bowls, and urinals. (3) Furnish and replenish all toilet room supplies (including soap, towels, seat covers, toilet tissue, and sanitary napkins [sanitary napkins may be furnished at a reasonable cost via a vending machine operated by Lessor]). (4) Sweep or dust mop all hard surface floors, and carpet sweep (or vacuum) all high-traffic carpeted areas, including halls. Offices or break rooms

001450 1966/655095v7 14 with hard surface floors and the public lobby area shall be damp-mopped daily. (5) Remove finger marks and smudges from all glass entrance doors. (6) Specifically check, and if action is needed, then remove spots and/or spills from the carpets and floors. As needed, but not less frequently than twice Weekly:

(1) Damp mop all hard surface floors. (2) [intentionally omitted]. (3) Spot clean the walls. (4) Sweep parking areas (twice weekly between November to January, once weekly at all other times of the year) and Building entrances (on an as­ needed basis). (5) Vacuum all carpets. Quarterly:

(1) Strip all hard surface floors and apply a new coat of floor finish if prescribed by manufacturer; buff as necessary to produce a uniformly shining appearance. (2) Treat carpets for static electricity control (if not integrated in the fabric). (3) Dust the tops of all furniture, counters, cabinets, and windowsills (which are free of interfering objects) (4) Dust all window blinds. Semi-annually: Wash all windows, window blinds, light fixtures, walls, and painted surfaces.

In addition to the foregoing, Lessor shall keep exterior walls, doors, windows, walkways, and entrances free from graffiti, litter, trash, and other nuisances.

Anually: Steam clean carpets throughout the Premises; provided, however, Lessor shall not be responsible for moving any of County's furniture, fixtures, equipment or other personal property with respect to such steam cleaning of the carpets.

0014501966/655095v7 15 B. Extra Services. Lessor shall provide to County at County's sole cost and expense, as Additional Rent (the following shall not be included in County's Proportionate Share of Basic Operating Costs; instead, County's consumption ofthe following services shall be billed to County in arrears by Lessor and shall be paid by County within 30 days of receiving such billing), and subject to the limitations hereinafter set forth, the following extra services: (1) Such cleaning and janitorial services which are requested by County and are not required per Paragraph 7(A) above; (2) Heating, ventilation, air conditioning or extra electrical service (excluding after-hours lighting) provided by Lessor to County (i) during hours other than the Building hours of operation (which Building hours of operation shall mean 7:00a.m. to 6:00p.m., Monday through Friday (excluding County of Alameda holidays), or (ii) on Saturdays, Sundays, or County of Alameda holidays (such after-hour HVAC and electrical charge shall be billed at Lessor' s actual cost; and (3) Electrical costs of server rooms (or similar high energy consumption areas), and supplemental heating, ventilation, and air conditioning equipment that provide additional cooling to certain areas of the Premises (Lessor may install a separate meter(s) to measure the amount of electricity consumed by the foregoing; the cost of such meter installation shall be at Lessor' s sole expense). The cost chargeable to County for all extra services shall constitute Additional Rent and shall include a management fee payable to Lessor of three and one-half percent (3 11%).

C. Building Representative. The Lessor shall have a property manager or a locally designated representative available and reachable 24 hours/day, 7 days a week by telephone (at a telephone number to be provided by Lessor to County no later than the Term Commencement Date) to manage and coordinate services, and to promptly correct deficiencies.

0014501 966/655095v7 16 8. FORCE MAJEURE. Any prevention, delay or stoppage due to acts of God, war, judicial orders, civil commotion, and other causes beyond the reasonable control of either party obligated to perform, shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage.

9. MAINTENANCE AND REPAIRS. A. Lessor shall maintain and repair (i) the structural portions of the Building; (ii) the exterior walls of the Building, including exterior glass and glazing; (iii) the roof (including both membrane and structure); (iv) mechanical, electrical, plumbing, HVAC, and life safety systems serving the Project; (v) the Common Areas; (vi) , the Project parking area; and (vii) landscaped areas, all of which shall be maintained in accordance with the Operating Standard. Lessor shall have the right, but not the obligation, to undertake work of repair which County is required to perform under this Lease and which County fails or refuses to perform in a timely and efficient manner after County' s receipt of written notice. Notwithstanding the foregoing, if County elects to have supplementary HV AC systems installed (e.g., for greater cooling capacity and/or for 24 hours/day, 7 days a week cooling of a server room), Lessor agrees to maintain and repair such supplementary HV AC systems, however such costs shall constitute extra services as set forth in Paragraph 7(B) above. County shall reimburse Lessor upon demand, as Additional Rent, for all costs incurred by Lessor in performing any such repair for the account of County, together with an amount equal to five percent (5%) of such costs to reimburse Lessor for its administration and managerial effort. In addition to the foregoing, Lessor' s maintenance and repair obligations shall also include, but shall not be limited to, the following: (1) Generally maintaining the Premises in good, vermin and pest free, operating condition and appearance. (2) Furnishing prompt, good quality repair of the Building, equipment, and appurtenances. (3) Furnishing inspections as required by law and preventative maintenance, including, but not limited to, manufacturers recommended servicing of

001450 1966/655095v7 17 equipment such as heating, ventilating and air conditioning equipment, boilers, and fixtures. (4) Furnishing and promptly replacing any inoperative light bulbs, fluorescent tubes, ballasts, starters, and filters for the heating, ventilating and air conditioning equipment as required. (5) [intentionally omitted]. (6) Annual testing and maintenance of all fire extinguishers in or adjacent to the Premises. (7) Repairing and replacing as necessary telephone cable to the Building minimum point of entry. (8) Repairing and replacing parking lot bumpers and paving as necessary. Repaint directional arrows, striping, etc., as necessary. (9) Maintaining landscaped areas, including sprinklers, drainage, etc., on a weekly basis, in a growing, litter-free, weed- free, and neatly mowed and/or trimmed condition. (10) [intentionally omitted]. (11) Keeping all walkways, parking lots, entrances, and auxiliary areas free of standing water, oil spills, debris, or other materials, which may be hazardous to users of the Building. B. Lessor shall provide prompt repair or correction for any damage or injury to the Premises caused by the acts or omissions of Lessor or its employees or agents and/or caused by Lessor's breach of its obligations under the Lease. C. County shall repair any damage or injury to the Premises caused by the acts or omissions of County or its employees, agents or invitees and/or caused by County's breach of its obligations under this Lease, reasonable wear and tear excepted. D. Except in emergency situations, the Lessor shall give not less than one (1) business day prior notice (including phone numbers and a contact to call with any questions or concerns) to County, in the event of any pest control, painting, remodeling, renovation, repair, carpet installation, or other work ("Non­ emergency Work") affecting the Premises or common areas of the Building or

001450 1966/655095v7 18 Property, including but not limited to any Non-emergency Work that generates dust, fumes, mists, vapors, gases or other odors. Lessor shall ensure the affected areas are properly ventilated and the proper signs, barriers, or work area notices are properly installed. In case of emergency situation requiring immediate attention, Lessor shall respond to the emergency as appropriate for the situation, shall timely notify County of such emergency situation. E. Lessor shall maintain the common areas of the Project at all times in conformity with the Americans with Disabilities Act (ADA)- Building Access, and all later enacted amendments thereof, and shall be responsible for all repairs, alterations and/or maintenance of the common areas of the Project under said laws. Lessor shall indemnify, defend and hold harmless County, its officers, agents and employees from all claims, liability, damages, or penalties (including costs of investigation and attorneys fees) arising out of Lessor's failure, or alleged failure, to meet its obligations as described herein this Paragraph 9(E). F. County shall perform all maintenance and repair, at County' s sole cost and expense, of the Premises serving the Premises and County' s personal property, trade fixtures and any improvements or alterations installed by or on behalf of County), reasonably necessary to keep the Premises in good order, condition and repair, and, upon expiration ofthe Term, to surrender the same to Lessor in the same condition as on the Term Commencement Date, excepting therefrom any maintenance or repair Lessor is obligated to perform under the provisions of this Lease, all reasonable wear and tear, any taking by way of public condemnation, or damage by casualty. County' s obligations shall include, without limitation, the obligation to maintain and repair all walls, floors, ceilings and fixtures and to repair all damage caused by County, its agents, employees, contractors, invitees and others using the Premises with County' s expressed or implied permission. At the request of County, but without obligation to do so, Lessor may perform the work of maintenance and repair constituting County' s obligation under this Paragraph 9(F) at County' s sole cost and expense and as an extra service to be rendered pursuant to Paragraph 7(B). Any work of repair and maintenance performed by or for the account of County by persons other than Lessor shall be

001450 1966/6550 95v7 19 performed by contractors approved by Lessor and in accordance with procedures Lessor shall from time to time reasonably establish. County shall give Lessor prompt notice of any damage to or defective condition in any part of the Building's mechanical, electrical, plumbing, life safety or other system servicing, . located in or passing through the Premises. 10. ALTERATIONS AND CHANGE ORDERS DURING THE TERM. A. County shall have the right to furnish and install such voice and data cabling, counters, shelves, signs; furniture, fixtures or other equipment necessary, erect additions or modify the space ("Alterations and Improvements") to fulfill the stated use of the Premises by County, as in the judgment of County may be appropriate, and all such Alterations and Improvements that may be required by County shall be done at the cost, charge, and expense of County, and shall comply with all applicable codes and regulations. All such Alterations and Improvements placed therein by County (not of a permanent nature) shall remain the property of County and may be removed therefrom by County upon the expiration of this Lease or any extension thereof or any sooner termination thereof, at the sole discretion of County. Notwithstanding the foregoing, County shall not make or allow to be made any Alterations and Improvements in or to the Premises without first obtaining the written consent of Lessor. Lessor's consent will not be unreasonably withheld, conditioned, or delayed with respect to proposed alterations and additions which (and Lessor's consent shall not be required for Alterations and Improvements ofless than $50,000.00 and which) (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with and does not adversely affect the Building and its mechanical, telecommunication, electrical, HVAC and life safety systems; (iii) will not affect the structural or exterior portions of the Building; (iv) will not interfere with the use and occupancy of any other portion of the Building by any other tenant, its employees or invitees; and (v) will not trigger any additional costs to Lessor. Specifically, but without limiting the generality of the foregoing, Lessor's right of consent shall encompass plans and specifications for the proposed alterations or additions, construction means and methods, the identity of any contractor or subcontractor to

0014501 966/655095v7 20 be employed on the work of alterations or additions, and the time for performance of such work. County shall supply to Lessor any additional documents and information requested by Lessor in connection with County' s request for consent hereunder. County shall provide Lessor with not less than fifteen (15) days prior written notice of commencement of the work so as to enable Lessor to post and record appropriate notices of non-responsibility. Any and all Alterations and Improvements made to the Premises by County of a permanent nature shall become the property of Lessor upon the expiration or earlier termination of the Lease and shall be surrendered to Lessor without compensation to County upon the termination of this Lease by lapse of time or otherwise unless Lessor conditioned its approval of such Alterations and Improvements on County' s agreement to remove them, in which case County shall, by the Term Expiration Date or the earlier termination of this Lease, remove such Alterations and Improvements, repair any damage resulting from such removal and restore the Premises to the condition required under this Lease. B. County shall have the right to install Telecommunications Equipment (as set forth in Paragraph 31 below). C. In the event County desires Alterations and Improvements or Telecommunications Equipment and County elects not to perform the work, any such work, when authorized in writing by County shall be performed by the Lessor in accordance with plans and specifications provided by County. Lessor agrees to obtain competitive bids from at least three licensed contractors, pay prevailing wage, and contract with the lowest bidder meeting the specifications and County' s approval. Lessor further agrees that the overhead and profit for the work shall not exceed twelve percent (12%) total for Lessor and any general contractor combined. County agrees to reimburse Lessor all costs associated therewith within thirty (30) days after receiving Lessor' s notice of completion of the requested work and an invoice requesting payment therefor, together with a complete detailed accounting of all costs for each trade. All Alterations and Improvements with a total estimated cost of over $25,000 are subject to the Public

00 14501 966/655095 v7 21 Contracting Code and must be contracted directly by the County in compliance with its obligations under applicable law. 11. F AlLURE IN PERFORMANCE BY LESSOR. · If (i) County provides written notice to Lessor of an event or circumstance which requires the action of Lessor with respect to repair and/or maintenance pursuant to Paragraph 9 (or elsewhere in this Lease) and Lessor fails to initiate and complete prompt remedial action within a reasonable period of time (depending on circumstances and in no event later than thirty (30) days after receipt of' such notice [however, if the nature of Lessor's obligation to complete a remedial action is such that more than thirty (30) days are reasonably required for its performance, then Lessor shall not be in breach ofthis Paragraph 11 if performance is commenced within thirty (30) days and thereafter diligently pursued to completion]), and (ii) Lessor does not provide County written notice reasonably objecting to the necessity or appropriateness of the County requested repair and/or maintenance, then County may proceed to take the required remedial action. Under those circumstances, County shall be entitled to prompt reimbursement by Lessor of County's reasonable direct out-of-pocket costs and expenses in taking such action. If Lessor provides written notice to County reasonably objecting to the necessity or appropriateness of the County requested repair and/or maintenance, County's sole remedy shall be to claim a default by Lessor and file an action in a court of competent jurisdiction in connection therewith. In the event County takes such action, such work must be performed in a first-class manner and in compliance with all applicable laws; and, if such work will affect the Building's systems and equipment or the structural integrity of the Building, County, in compliance with its obligations under applicable law, shall first make a good faith effort to use only those contractors used by Lessor in the Building for work on such systems and equipment (or structural components) (and Lessor shall cause such contractors to charge County competitive rates for such work). If such contractors are unwilling or unable to perform, or timely perform, such work, then the County may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. In lieu of reimbursement, at County's election, County shall be entitled to deduct from Monthly Rent payable by

001450 1966/655095v7 22 County under this Lease all amounts reasonably incurred by the County to take that action.

12. ASSIGNMENT AND SUBLETTING. A. County shall not assign this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, without the written consent of Lessor first had and obtained (as set forth below), and a consent to one assignment, subletting, occupation, or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another person. Any such assignment or subletting without such consent shall be void, and shall, at the option of Lessor, terminate this Lease. B. If County desires to assign this Lease or any interest herein or sublet the Premises or any part thereof, County shall give Lessor a request for consent to such transaction, in writing. County's written request for consent shall specify the date the proposed assignment or sublease would be effective and be accompanied by information pertinent to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the proposed transfer, the intended use (including any modification) of the Premises, and exact copies of all ofthe proposed agreement(s) between County and the proposed assignee or subtenant. County shall promptly provide Lessor with (i) such other or additional information or documents reasonably requested (within ten (10) days after receiving County's consent request) by Lessor, and (ii) an opportunity to meet and interview the proposed assignee or subtenant, if requested by Lessor. C. Lessor shall have a period often (10) business days following such interview and receipt of all such additional information (or fifteen (15) business days from the date of County's original notice if Lessor does not request additional information or an interview) within which to notify County in writing that Lessor elects either (i) to terminate this Lease as to the space so affected as of the effective date of the proposed assignment or sublease specified by County, in which event County will

001450 1966/655095v7 23 be relieved of all further obligations hereunder as to such space as of such date, other than those obligations which survive termination of the Lease, or (ii) to permit County to assign this Lease or sublet such space, subject, however, to prior written approval of the proposed assignee or sublessee by Lessor, such consent not to be unreasonably withheld so long as the use of the Premises by such proposed assignee or sublessee would be a Permitted Use, the proposed assignee or sublessee is of sound financial condition as determined by Lessor in its reasonable discretion, the proposed assignee or sublessee executes such reasonable assumption documentation as Lessor shall require. Failure by Lessor to approve a proposed subtenant or assignee shall not cause a termination of this Lease. In the event County shall request the consent of Lessor to any assignment or subletting hereunder, County shall reimburse Lessor for all of Lessor's reasonable out-of-pocket costs and expenses, including attorneys' fees, incurred in connection therewith not to exceed $2,500.00. All such fees shall be deemed Additional Rent under this Lease. D. Any rent required to be paid to County under any such sublease or assignment requiring the consent of Lessor hereunder in excess of (i) the Monthly Rent payable hereunder, (ii) any reasonable tenant improvement allowance or other economic concession (e.g., space planning allowance, moving expenses, free or reduced rent periods, etc.), (iii) any advertising costs and brokerage commissions associated with such assignment or sublease and (iv) any reasonable legal fees associated with such assignment or sublease ("Profit"), shall be divided and paid as follows: fifty percent (50%) to County and fifty percent (50%) to Lessor. E. No assignment or subletting by County shall relieve County of any obligation under this Lease. In the event of default by an assignee or subtenant of County or any successor of County in the performance of any of the terms hereof, Lessor may proceed directly against County without the necessity of exhausting remedies against such assignee, subtenant or successor. Any assignment or subletting which conflicts with the provisions hereof shall be void and, at Lessor' s option, shall constitute a default under this Lease.

001450 1966/655095v7 24 F. Notwithstanding anything in this Paragraph 12 to the contrary, Lessor acknowledges that County may, at any time and from time to time, with Lessor's prior written consent (such consent not to be unreasonably withheld so long as the use of the Premises by such proposed assignee or sublessee would be a Permitted Use) and without extending any right to Lessor under Paragraphs 12(C)(i) and 12(D) above, substitute any County agency or agencies for the County agency or agencies, for the actual agency that occupies the Premises under this Lease, but each Agency shall be bound by the terms of this Lease. 13. HOLD OVER. A. Should County hold over the Premises after this Lease has terminated with Lessor' s written consent, such holding over shall be deemed merely a tenancy from month-to-month (terminable upon 30 days prior written notice by either party) and at the then Rent the County was obligated to pay for the month immediately preceding the end of the Term ("Holdover Rent"), but otherwise on the same terms and conditions as herein provided. B. If County holds over after expiration or termination of this Lease without the written consent of Lessor, County shall pay for each month ofhold-over tenancy one hundred twenty-five percent (125%) times the Base Rent which County was obligated to pay for the month immediately preceding the end of the Term, for each month or any part thereof of any such hold-over period, together with such other amounts as may become due hereunder. No holding over by County after the Term shall operate to extend the Term. In the event of any unauthorized holding over, County shall indemnify, defend and hold Lessor harmless from and against all claims, demands, liabilities, losses, costs, expenses (including attorneys' fees), injury and damages including any lost profits incurred by Lessor as a result of County's delay in vacating the Premises. 14. ENTRY. Lessor, or its duly authorized representatives or agents, may enter upon the Premises upon two (2) days written notice during the term of this Lease for the purpose of determining whether County is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of the Lessor (including, without limitation, to

00 1450 1966/655095v7 25 inspect the same, to clean, to perform such work as may be permitted or required under this Lease, to make repairs to or alterations of the Premises or other portions of the Project, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection ofliens against Lessor's interest in the Project or to show the Premises to prospective tenants (during the last nine (9) months of the Term), purchasers or encumbrancers). In case of emergency only may Lessor or its agents enter Premises without prior consent. Lessor may not enter room(s) in the Premises designated by County as confidential without being accompanied by an authorized employee of County. County shall have a separate key to those designated confidential room(s), and shall not be required to provide Lessor a copy of such key until the Lease terminates.

15. INDEMNITY. County hereby agrees to defend, indemnify, protect and hold harmless Lessor from and against any and all damages, loss claim, cause of action, liability and expense (including reasonable attorneys' fees) to the extent such arise out of County's negligent acts or omissions or willful misconduct occurring in connection with this Lease or its occupancy of the Premises. Lessor hereby agrees to defend, indemnify, protect and hold harmless County, its offices, employees and agents from and against any and all damage, loss, claim, cause of action, liability and expense (including reasonable attorneys' fees) to the extent such arise out of the negligent acts, omissions or willful misconduct of Lessor or

its employees, subcontractors or agents, oc~urring in connection with this Lease. Notwithstanding the foregoing, in no event shall either Lessor or the County be liable for, and both parties hereby waive, any claim for, any indirect, consequential or punitive damages, including loss of profits or business opportunity, arising under or in connection with this Lease.

16. INSURANCE AND WAIVER OF SUBROGATION. A. Lessor shall maintain commercial general liability insurance and Workers' Compensation insurance in amounts of insurance and deductibles, which at a minimum, shall be comparable to the coverage and amounts of insurance which are carried by reasonably prudent landlords of other similar class office buildings in the Pleasanton area.

0014501 966/655095v7 26 B. Lessor shall procure and maintain in full force and effect during the term of this Lease, fire and normal extended coverage insurance for one hundred percent (100%) ofthe full replacement cost of the Premises and the Tenant Improvements. If the coverage is available and commercially appropriate, such policy or policies shall insure additional costs resulting from debris removal and reasonable amounts of coverage for the enforcement of ariy ordinance or law regulating the reconstruction or replacement of any undamaged sections of the Premises required to be demolished or removed by reason of the enforcement of any building, zoning, safety, or land use laws as the result of a covered cause of loss, but not including plate glass insurance. Said policy or policies shall contain agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor reflecting local cost changes for reconstruction of Premises. Both Lessor and County waive and release the other party from and against any claim that party may have for any loss or damage to the extent that loss or damage is paid for under said insurance and said insurance shall contain a waiver of subrogation. If Lessor's insurance covers more than one property, Lessor shall provide County with a letter from Lessor's insurance broker/carrier setting forth the coverage ofthe Premises. Lessor shall provide County with a Certificate of Insurance covering said insurance, which shall provide County with thirty (30) days' advance written notice of cancellation, non-renewal or reduction in the amount of coverage, and mail said certificate to:

Real Property Manager Alameda County General Services Agency 1401 Lakeside Drive, 6th Floor Oakland, CA 94612

Lessor shall also provide County with an endorsement to each insurance policy naming the County, while the County is a tenant under the Lease, as an additional insured under the policy.

001450 1966/655095v7 27 C. Except for any Permitted Use, County shall not do or permit anything to be done which would result in the cancellation, or in any way increase the cost, of the property insurance coverage on the Project and/or its contents. If County does or permits anything to be done which increases the cost of any insurance covering or affecting the Project, Lessor shall provide notice to County that shall specify the nature of the activity that is alleged to increase the cost of insurance for the Project and proposed remedial measures, and if County fails to correct same within thirty (30) days after Lessor' s written notice, then the same shall not constitute a default under this Lease so long as (a) Lessor's policy will remain in effect subject to payment of an increased premium and (b) County shall reimburse Lessor, upon demand, as Additional Rent, for such additional costs. Lessor shall deliver to County a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed. 17. SELF-INSURANCE BY COUNTY. For the term of this Lease County shall self-insure or maintain, at its own expense, at all times during the Term, comprehensive general liability insurance in an amount not less than FIVE MILLION DOLLARS ($5,000,000) combined single and aggregate limits for both bodily injury and property damage, personal injury, completed operations and products liability. County shall also self-insure or maintain, at its own expense, at all times during the Term, a policy of physical damage insurance on all of County' s fixtures (except the Tenant Improvements), furnishings, equipment, machinery, merchandise and personal property in the Premises and on any alterations, additions or improvements made by or for County (except the Tenant Improvements) upon the Premises, all for the full replacement cost thereof without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance. Such insurance shall insure against those risks customarily covered in an "all risk" policy of insurance covering physical loss or damage. County shall use the proceeds from such insurance for the replacement of fixtures, furnishings, equipment and personal property and for the restoration of any alterations, additions or improvements to the Premises. If County self-insures any ofthe risks to which coverage is required under this Paragraph

0014501 966/655095 v7 28 17, (i) the self-insurance protection shall be equivalent to the coverage required hereunder and County shall not be relieved from the indemnification obligations of this Lease; (ii) County shall be responsible for, assume all liability for, and release and waive all right of recovery against Lessor for, the cost of any loss or claim to the extent that such loss or claim would have been covered by the insurance that County would otherwise be required to maintain hereunder; and (iii) County shall pay all amounts on behalf of Lessor (and waive, release, protect, indemnify, defend and hold harmless Lessor from and against) all costs, expenses, damages, claims and lawsuits incurred by Lessor which would have been payable or insured against by a hypothetical third-party insurer for the benefit of County had County maintained the insurance required under this Paragraph 17 with deemed full waiver of subrogation in favor of Lessor with respect to any insurance so self-insured, and with reasonable deductible amounts applicable to such policies.

18. FIRE AND CASUALTY DAMAGE. A. If the entire Premises or Building are destroyed by fire or other casualty and repairs cannot reasonably be completed within 360 (three hundred sixty) days, this Lease will immediately terminate. "Casualty" shall include but not be limited to, damage caused by fire, flood, inclement weather, acts of God, war, terrorism or bioterrorism or any other means outside the reasonable control of the parties. B. In case of partial destruction or damage to the Building, so as to render the Premises untenantable or affecting the occupancy, use and quiet enjoyment of the Premises as determined by the County and repairs cannot reasonably be completed within 360 (three hundred sixty) days, Lessor or County may terminate the Lease by giving written notice to the other party within 45 (forty-five) calendar days of the fire or other casualty. If so terminated, no Rent will accrue to the Lessor after such partial destruction or damage and, if not so terminated, the Rent will be reduced proportionately by supplemental agreement hereto effective from the date of such partial destruction or damage. Nothing in this Lease shall be construed as relieving Lessor or County from liability for damage to or destruction of property caused by the willful or negligent act or omission of Lessor or County, as the case may be, except as otherwise provided in this Lease.

0014501 966/655095v7 29 Notwithstanding any provision of the Lease to the contrary, if such damage or destruction occurs within the last year of the Lease (and County has not effectively exercised any option granted to County to extend the Term), and if repairs cannot reasonably be completed within 60 days, or, no matter when such damage or destruction occurs, if such damage or destruction renders the Premises untenantable, the Lease shall automatically terminate and neither party shall have liability to the other party. If the Premises are not rendered untenantable, then the Lease shall remain in full force and effect provided that Lessor can reasonably perform obligations pursuant thereto. C. The proceeds from any insurance paid by reason of damage to or destruction of the Project or any part thereof insured by Lessor shall belong to and be paid to Lessor, subject to the rights of any mortgagee of Lessor's interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon. County shall be responsible at its sole cost and expense for the repair, restoration and replacement of (i) its fixtures, furnishings, equipment, machinery, merchandise and personal property in the Premises, and (ii) its alteration, additions and improvements. 19. INTERRUPTION OF SERVICE. Lessor shall not be liable for damages to either person or property, nor shall Lessor be deemed to have evicted County, nor shall there be any abatement of Rent, nor shall County be relieved from performance of any covenant on its part to be performed under this Lease by reason of (i) any breakdown of equipment or machinery utilized in supplying services, or (ii) any curtailment or cessation of services due to causes or circumstances beyond the reasonable control of, and which could not have been reasonably anticipated and mitigated by, Lessor or (iii) the Lesso(s performance of any necessary repairs or improvements required of Lessor under this Lease; except that sections 19 (i) through (iii) shall not apply to any situation caused by the negligence or willful misconduct of Lessor.

The County also shall be entitled to an abatement of Monthly Rent in the event and to the extent that there is a material diminishment in County's ability to conduct its business at the Premises as a result of ( 1) the presence of any Hazardous Materials, except when the

0014501966/655095v7 30 Hazardous Material is brought to the Premises by the County or County's agents, employees, contractors, invitees or licensees or (2) the absence ofHVAC and/or electrical lighting services and/or electrical facilities or services for more than two (2) consecutive business days and such absence ofHVAC and/or electrical lighting services and/or electrical facilities service is caused by Lessor. Lessor shall use reasonable diligence to make such repairs as may be required to machinery or equipment within the Building to provide restoration of services and, where the cessation or interruption of service has occurred due to circumstances or conditions beyond the Building boundaries, to cause the same to be restored, by diligent application or request to the provider thereof.

20. COUNTY DEFAULT: LESSOR' S REMEDIES. A. Events of Default. The occurrence of any of the following shall constitute an event of default on the part of County: (1) Abandonment. Abandonment of the Premises for a continuous period in excess of thirty (30) days; (2) Nonpayment of Rent. Failure to pay any installment of Rent due and payable hereunder on the date when payment is due, such failure continuing for a period of thirty (30) days after written notice of such failure; provided, however, that Lessor shall not be required to provide such notice more than two (2) times in a calendar year with respect to non­ payment of Rent, the third such non-payment in a calendar year constituting default without requirement of notice. (3) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in Paragraphs 20(A)(1) and 20(A)(2) above, such failure continuing for a period of thirty (30) days after written notice of such failure (or such longer period as is reasonably necessary to remedy such default), provided that County commences the remedy within such thirty (30)-day period and continuously and diligently pursues such remedy at all times until such default is cured); (4) SNDA/Estoppel. Failure to deliver the documents required to be delivered by County under Paragraphs 38 and 47 within the applicable time period

00 1450 1966/655095v7 31 set forth in such sections, where such failure continues for an additional five (5) days of Lessor' s further written notice to County that County has failed to execute and deliver any such document within the applicable time period. B. Remedies Upon Default: (1) Termination. If an event of default occurs, Lessor shall have the right, with or without notice or demand, immediately (after expiration of any applicable grace period specified herein) to terminate this Lease, and at any time thereafter recover possession of the Premises or any part thereof and expel and remove therefrom County and any other person occupying the same, by any lawful means, and again repossess and enjoy the Premises without prejudice to any of the remedies that Lessor may have under this Lease, or at law or in equity by reason of County' s default or of such termination. (2) Continuation After Default. Even though County has breached this Lease and/or abandoned the Premises, this Lease shall continue in effect for so long as Lessor does not terminate County' s right to possession under Paragraph 20(B)(1) above, and Lessor may enforce all of its rights and remedies under this Lease, including (but without limitation) the right to recover Rent as it becomes due, and Lessor, without terminating this Lease, may exercise all of the rights and remedies of a landlord under Section 1951.4 ofthe Civil Code of the State of California or any amended or successor code section. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon application of Lessor to protect Lessor' s interest under this Lease shall not constitute an election to terminate County' s right to possession. To the extent permitted by law, if Lessor elects to relet the Premises for the account of County (however, County shall not be responsible for the acts and omissions of the new tenant), the rent received by Lessor from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from County to Lessor; second, to the payment of any

001450 1966/655095v7 32 costs of such reletting; third, to the payment of the cost of any alterations or repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by Lessor and applied in payment of future Rent as it becomes due. If that portion of rent received from the reletting which is applied against the Rent due hereunder is less than the amount of the Rent due, County shall pay the deficiency to Lessor promptly upon demand by Lessor. Such deficiency shall be calculated and paid monthly. County shall also pay to Lessor, as soon as determined, any costs and expenses incurred by Lessor in connection with such reletting or in making alterations and repairs to the Premises, which are not covered by the rent received from the reletting. (3) Damages Upon Termination. Should Lessor terminate this Lease pursuant to the provisions of Paragraph 20(B)(l) hereof, Lessor shall have all the rights and remedies of a landlord provided by Section 1951.2 ofthe Civil Code ofthe State of California. Upon such termination, in addition to any other rights and remedies to which Lessor may be entitled under applicable law, Lessor shall be entitled to recover from County: (i) the worth at the time of award of the unpaid Rent and other amounts which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that County proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that County proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by County's failure to perform its obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) shall be computed with interest at the lesser often percent (10%) per annum or the maximum rate

001450 1966/655095 v7 33 then allowed by law. The "worth at the time of award" of the amount referred to in clause (iii) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1 %). (4) Computation of Rent for Purposes of Default. For purposes of computing unpaid Rent which would have accrued and become payable under this Lease pursuant to the provisions ofParagraph 20(B)(3), unpaid Rent shall consist of the sum of: (a) the total Monthly Rent for the balance of the Term, plus (b) a computation of County's Proportionate Share of Basic Operating Costs for the balance of the Term, the assumed amount for the Computation Year of the default and each future Computation Year in the Term to be equal to County's Proportionate Share of Basic Operating Costs for the Computation Year immediately prior to the year in which default occurs, compounded at a per annum rate equal to the mean average rate of inflation for the preceding five (5) calendar years as determined by the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index (All Urban Consumers, all items (1982-84=1 00)) for the Metropolitan Area or Region in which the Project is located. If such Index is discontinued or revised, the average rate of inflation shall be determined by reference to the index designated as the successor or substitute index by the government of the United States. C. Late Charge. [intentionally omitted]. D. Interest on Past-Due Obligations. Except as expressly otherwise provided in this Lease, any Rent due Lessor hereunder, other than late charges, which is not received by Lessor on the date on which it was due, shall bear interest from the day after it was due at the lesser often percent (10%) per annum or the maximum rate then allowed by law, in addition to the late charge provided for above; provided, however, County shall be entitled to one (1) written notice and a five

001450 1966/655095v7 34 (5)-day opportunity to cure per calendar year before interest charges shall accrue. E. Lessor' s Right to Perform. Notwithstanding anything to the contrary set forth elsewhere in this Lease, in the event County fails to perform any affirmative duty or obligation of County under this Lease within any cure or notice period provided herein, then within five (5) business days after written notice to County (and without notice in case of an emergency), then Lessor may (but shall not be obligated to) perform such duty or obligation on County's behalf without waiving any of Lessor' s rights in connection therewith or releasing County from any of its obligations or such default, including, without limitation, the obtaining of insurance policies or governmental licenses, permits or approvals. County shall reimburse Lessor upon demand for the costs and expenses of any such performance (including penalties, interest and attorneys' fees incurred in connection therewith). Such costs and expenses incurred by Lessor shall be deemed Additional Rent hereunder. F. Remedies Cumulative. All rights, privileges and elections or remedies of Lessor are cumulative and not alternative with all other rights and remedies at law or in equity to the fullest extent permitted by law. 21. LESSOR DEFAULT: COUNTY' S REMEDIES. A. Each of the following shall constitute a default by Lessor under this Lease: (1) Subject to Paragraph 11 , and Paragraph 19, Lessor' s failure to maintain, repair, operate or service the Premises as and when specified in this Lease, or failure to perform any other requirement of this Lease as and when required. (2) Repeated and unexcused failure by Lessor to comply with one or more requirements of this Lease shall constitute a default notwithstanding that one or all such failures shall have been timely cured pursuant to this clause. B. If a default, occurs, the County may, by notice to the Lessor, proceed with any of the following remedies: (i) commence suit against Lessor to compel Lessor' s performance, recover damages suffered by County, or terminate this Lease, and/or (ii) cure such default itself as allowed pursuant to Paragraph 11 above.

0014501966/655095v7 35 C. If Lessor fails to cure such default within the time provided for in this Lease, the holder of any such ground lease, deed of trust or mortgage shall have reasonable additional time to cure such default. D. The liability of Lessor to County for any default by Lessor under the terms of this Lease shall be limited to the actual interest of Lessor and its present or future partners or members in the Project, and County agrees to look solely to Lessor' s interest in the Project and the rents and profits therefrom and County and shall not look to other assets of Lessor nor seek any recourse against the assets of the individual partners, members, directors, officers, shareholders, agents or employees of Lessor. 22. HEADINGS. The headings used in this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.

23. SEVERABILITY. If any term or provision of the Lease shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Lease shall not be affected thereby, and each term and provision of the Lease shall be valid and be enforceable to the fullest extent permitted by law.

24. NON-DISCRIMINATION. Lessor agrees that no person in the United States shall on the grounds of race, color, religion, national origin, sex, age, handicapping condition, or sexual preference be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity carried out in whole or in part within the facility. Lessor shall not, on the grounds ofrace, color, religion, national origin, sex, age, handicapping condition, or sexual preference:

A. Deny any service or other benefit provided in the facility. B. Provide a lesser degree of service or other benefit from that provided to others in the facility. C. Restrict in any way the enjoyment of any advantage or privilege enjoyed by others receiving services or benefits within the facility.

00 1450 1966/655095v7 36 25. NOWAIVER. No failure by either party to insist upon the strict performance of any provision of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial Rent or other performance by either party during the continuance of any such breach shall constitute a waiver of any such breach of such prOVISIOn.

26. CONDEMNATION. Should the whole or any part of the Premises, Building, or Property be condemned and taken by any competent authority for any public or quasi-public use or purpose, all proceeds from any condemnation of the Premises shall belong and be paid to Lessor, subject to the rights of any mortgagee of Lessor's interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon; provided that County shall be entitled to any compensation separately awarded to County for County's

relocation expenses or, loss of ~ounty ' s trade fixtures. If the whole of the Premises shall be so condemned and taken, through no fault of the County, then this Lease shall terminate. If a part only of the Premises, Building or Property is condemned and taken and the remaining portion thereof is not suitable for the purposes of which County had leased said Premises, County shall have the right to terminate this Lease. If by such condemnation and taking a part only of the Premises, Building, or Property is taken, and the remaining part thereof is suitable for the purposes for which County has leased said Premises, this Lease shall continue, but the Rental shall be reduced in an amount proportionate to the portion taken.

27. RECORDATION AND FILING. Neither this Lease nor a memorandum thereof shall be recorded without the prior written consent of Lessor, which consent may be withheld in Lessor's sole discretion.

28. SURRENDER. On the Term Expiration Date (or earlier termination of this Lease), County shall quit and surrender possession of the Premises to Lessor in as good order and condition as they were in on the Term Commencement Date, reasonable wear and tear, casualty damage, taking by condemnation and repairs which are Lessor's responsibility excepted.

00 1450 t966/655095v7 37 Reasonable wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance practice or by County performing all of its obligations under this Lease. County shall, without cost to Lessor, remove all furniture, equipment, trade fixtures, debris and articles of personal property owned by County in the Premises, and shall repair any damage to the Project resulting from such removal. Any such property not removed by County by the Term Expiration Date (or earlier termination of this Lease) shall be considered abandoned, and Lessor may remove any or all of such items and dispose of same in any lawful manner or store same in a public warehouse or elsewhere for the account and at the expense and risk of County. If County shall fail to pay the cost of storing any such property after storage for thirty (30) days or more, Lessor may sell any or all of such property at public or private sale, in such manner and at such times and places as Lessor may deem proper, without notice to or demand upon County. Lessor shall apply the proceeds of any such sale as follows: first, to the costs of such sale; second, to the costs of storing any such property; third, to the payment of any other sums of money which may then or thereafter be due to Lessor from County under any of the terms of this Lease; and fourth, the balance, if any, to County. In addition, on the Term Expiration Date (or earlier termination of this Lease), County shall remove, at its sole cost and expense, all of County' s telecommunications lines and cabling installed by County during the Term of this Lease or the term of the previous lease, including, without limitation, any such lines and cabling installed in the plenum or risers ofthe Building in compliance with the National Electrical Code (collectively, "Wires") and repair all damage caused thereby and restore the Premises or the Building, as the case may be, to their condition existing prior to the installation of the Wires ("Wire Restoration Work"). Lessor, at its option, may perform such Wire Restoration Work at County' s sole cost and expense. The provisions ofthis Paragraph 28 shall survive the expiration or sooner termination of this Lease.

29. [INTENTIONALLY OMITTED]. 30. [INTENTIONALLY OMITTED]. 31 . TELECOMMUNICATIONS EQUIPMENT.

00 1450 1966/65 5095v7 38 County shall have the right to install at County' s cost the following equipment in the area located within the Project as designated by Lessor, in the exercise of its discretion as provided below;

A. Satellite Dish. County shall have the right to install on the roof of the Building, in an area designated by Lessor (the "Rooftop Area"), in Lessor' s sole and absolute discretion (notwithstanding Lessor' s discretion, Lessor shall be required to provide County with a location for a satellite dish on the roof that will be usable by County from the Premises), and at County' s sole cost, one (1) satellite dish, provided that Lessor has, in its sole and absolute discretion, approved the design, size (Lessor will approve a satellite dish which does not exceed twenty-four inches (24") in diameter) and weight of such satellite dish and associated equipment (the "Telecommunications Equipment"). The location, design, size and weight of such Telecommunications Equipment shall also be subject to the building permit and zoning approval of the City of Pleasanton and the Hacienda CC&R' s. In installing the Telecommunications Equipment, County shall adhere to industry standards for installation and workmanship, all work to be completed to Lessor's reasonable satisfaction. Lessor, in its sole and absolute discretion, may require that the Telecommunications Equipment be cosmetically screened. All engineering, design and cosmetic work shall be undertaken by County, at its sole expense. Upon termination of the Lease, County shall, if so requested by Lessor, remove the Telecommunications Equipment and the cosmetic screening and shall repair, to Lessor' s reasonable satisfaction, any damage caused by the installation or removal ofthe Telecommunications Equipment and the cosmetic screening. To maintain any roof warranty of the Building, County shall use such roofing contractors as directed by Lessor.

County shall, at its sole cost, immediately repair and restore to its prior condition any damage to the Premises, the Building and the Project caused by the installation, operation or maintenance of the Telecommunications Equipment or the cosmetic screening. If County fails to repair and restore damage caused to the Premises, the Building or the Project within a reasonable time, Lessor shall have

00 1450 1966/655095v7 39 the right to repair and restore such damage and receive reimbursement from County of all costs incurred by Lessor. The Telecommunications Equipment shall at all times remain the property of County. If requested by Lessor, County shall be required to remove the same at the expiration or earlier termination of the Lease.

The Telecommunications Equipment shall be used solely for data and/or voice communications used in the conduct of County' s business in the Premises. Lessor shall require use of a non-penetrating roof mount. County shall be permitted access to the area on the roof where any such installation of the Telecommunications Equipment may be made as necessary for the installation and maintenance thereof. Lessor, at its sole cost, shall at all times have the right to relocate the Telecommunications Equipment by County to another location on the roof of the Building; provided, however, that the Telecommunications Equipment shall not be relocated to a location that would materially reduce the utility of the satellite dish and such relocation shall be conducted in such a manner as will minimize interference with County's operations.

All aspects and phases of County' s installation of the Telecommunications Equipment shall at all times be subject to supervision and approval by Lessor (solely to protect Lessor' s interests; Lessor shall have no obligation to County to exercise any such power of supervision or approval). County shall be responsible for procuring whatever consents, approvals, licenses or permits may be required for the installation, use, operation and removal of County' s system. Lessor makes no warranties or representations as to the permissibility of any such installation by County. All costs and expenses incurred in connection with any such installation or proposed installation by County, including, without limitation, any cost or expenses incurred by Lessor in connection with review or supervision or obtaining approvals, shall be borne by County.

County shall at all times and at County' s sole expense be responsible for proper maintenance of the Telecommunications Equipment and all governmental permits and approvals required in connection therewith. The Telecommunications

00 1450 1966/655095v7 40 Equipment and the areas on which it is located shall be deemed to be part of the Premises for purposes of County's insurance and indemnification obligations under the Lease. If any use of the Telecommunications Equipment interferes in any manner with the ability of other tenants or occupants of the Project to communicate in any manner (whether by telephone, radio, cable, television, microwave, computer or otherwise), then County shall do whatever is necessary to stop such interference.

32. SALE OF BUILDING. In the event of a sale of the Building or an assignment of this Lease by Lessor, Lessor shall be released from any liability thereafter occurring under this Lease provided the assignee and/or transferee assumed in writing all of Lessor' s obligations under this Lease and a copy of that writing is promptly provided to County.

33. SURVIVAL. County' s and Lessor's obligations shall survive the expiration of the Term or any other termination of this Lease. This Paragraph is intended to supplement and not to limit other provisions of this Lease pertaining to indemnities and attorney's fees.

34. SUCCESSORS BOUND All covenants, agreements, terms and conditions contained in this Lease shall bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, and assigns.

35. WAIVER OF CALIFORNIA CODE PROVISIONS. County waives the provisions of Civil Code Sections 1932(2) and 1933(4 ), and any successor laws and any other laws providing for the termination of a lease upon destruction of the leased property.

36. MORTGAGE PROTECTION. If requested in writing by Lessor, County agrees to provide any mortgagees and/or trust deed holders, identified by Lessor in the writing by name and mailing address, a copy of any Notice of Default that is served on the Lessor by County under the Lease. Those copies shall be sent by Certified-Return Receipt U.S. Mail, or its equivalent.

00 1450 1966/655095v7 41 37. ASSIGNMENT OF CLAIMS. A. The Lessor may assign its rights to be paid amounts due or to become due as a result of the performance of this Lease to a bank trust company, or other financing institution, including any Federal lending agency. The assignee under such an ass1gnment may thereafter further assign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence. B. Any assignment or reassignment authorized under this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract. 38. STATE OF TITLE; SUBORDINATION AND ATTORNMENT. A. Lessor's Warranty and Representation. Lessor warrants and represents to County that, to Lessor' s actual knowledge, there is no recorded and/or nonrecorded matter of any kind whatsoever affecting the Real Property (other than the Hacienda CC&R' s) that restricts or impedes, and/or is in conflict with, the use or occupancy of the Premises, and/or the rights, liabilities, and obligations of the parties to this Lease. B. Future Subordination and Attornment. Subject to the provisions of this paragraph, this Lease and all of County' s rights hereunder shall be subordinate to the lien of any future mortgage, deed of trust or any other security instrument, hereafter affecting or encumbering the Real Property (an "Encumbrance"; the holder of the beneficial interest thereunder being referred to as an "Encumbrancer"). Subordination of this Lease to an Encumbrance shall be effected only pursuant to a subordination, attornment and nondisturbance agreement between Lessor, County and the Encumbrancer under an Encumbrance, in form and substance reasonably acceptable to County ("Subordination Agreement"). In no event shall the provisions of this paragraph, nor any Subordination Agreement, in any manner increase or enlarge the obligations of County under this Lease or diminish or adversely affect County's rights under this Lease. If Lessor, County and an

00 1450 1966/655095v7 42 Encumbrancer have entered into a Subordination Agreement hereunder, then, if such Encumbrancer' s Encumbrance to which this Lease is subordinated is foreclosed, or a deed in lieu of foreclosure is given to the Encumbrancer, County shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure, and such purchaser shall assume Lessor' s obligations under this Lease in accordance with the terms of the Subordination Agreement. An Encumbrancer may subordinate its Encumbrance to this Lease and, if any Encumbrancer so elects by notice to County, this Lease shall be deemed prior to such Encumbrance, now or hereinaftt?r placed on or against the Real Property or on or against Lessor' s interests or estate therein without the necessity of having further instruments on the part of County to effect such subordination. However, as to any such election by an Encumbrancer to subordinate its Encumbrance to this Lease, such election to subordinate shall be effective only ifthe mortgagee or holder of the deed of trust agrees that this Lease shall survive termination of the mortgage or deed of trust by foreclosure, or otherwise, so long as County is not in default with respect to any material provision of this Lease. In the event of the foreclosure of any mortgage or deed of trust, County shall automatically be and become the tenant of and shall attorn to any mortgagee in possession or purchaser at foreclosure. C. Nondisturbance. If any Encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of foreclosure is given to the Encumbrancer thereunder, this Lease shall not terminate and the rights and possession of County under this Lease shall not be disturbed if no default by County then exists under this Lease. 39. QUIET ENJOYMENT BY COUNTY. Lessor covenants that, upon County's performing all of the terms, covenants, and conditions on County's part to be observed and performed hereunder, County shall peaceably and quietly enjoy the Premises hereby demised, free of claims of paramount title or of any Person claiming under or through Lessor and free and clear of all exceptions, reservations, or encumbrances to title, created or suffered by Lessor.

00 14501966/655095v7 43 40. · TIME OF THE ESSENCE. Time is of the essence of this Lease and applies to all times, restrictions, conditions and limitations contained herein.

41. ENTIRE AGREEMENT. This instrument along with any exhibits and attachments hereto constitutes the entire agreement between Lessor and County relative to the Premises and this agreement, and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Lessor and County (and approved by County's Board of Supervisors). Lessor and County agree hereby that all prior or contemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the Premises are merged in or revoked by this agreement. No other document submitted by Lessor for County's execution shall in any manner increase or enlarge the obligations of County under this Lease or diminish or adversely affect County's rights under this Lease. Lessor specifically acknowledges that any modification to the terms of this Lease shall only be by written agreement executed by Lessor and approved by County's Board of Supervisors, pursuant to the public notifications required by ordinance and law. This Lease shall be interpreted under the la:ws ofthe State of California.

42. SIGNS. County shall be granted monument signage and building signage. The wording for the signage shall be "County of Alameda- DCSS" and such signage shall include the County's logo. The location, design, and size of such signage shall be subject to Lessor's reasonable prior written approval and shall be subject to the approval of the City of Pleasanton and the Hacienda CC&R's. Lessor shall cooperate fully with County in securing such signage rights; however, (i) the costs of design, fabrication, installation, permitting and restoration shall be borne by County with respect to the building signage, and (ii) the costs of design, fabrication, installation, permitting and restoration shall be borne by Lessor with respect to the monument signage. All other signs, notices, advertisements and graphics of every kind or character, visible in or from the exterior of the Premises shall be subject to Lessor's prior written approval, which shall not be unreasonably withheld, conditioned, or delayed, and all approved signs, notices,

001450 1966/655095v7 44 advertisements or graphics shall be printed, affixed or inscribed at County's expense by a company selected by Lessor. Notwithstanding the foregoing, any pre-existing monument signage and/or building signage installed during the term of the previous lease are hereby approved by Lessor.

43. NOTICES. A. Method of Delivery. All notices should be sent to:

To County: Real Property Manager Alameda County General Services Agency 1401 Lakeside Drive, 6th Floor Oakland, CA 94612

To Lessor: Hacienda Portfolio Venture, LLC c/o Ellis Partners LLC 111 Sutter Street, Suite 800 San Francisco, CA 941 04 Attn: James F. Ellis

Notice shall be sufficiently given for all purposes as follows:

1. When personally delivered to the recipient, notice is effective on delivery.

2. When mailed first-class to the last address of the recipient known to the party giving notice, notice is effective on delivery.

3. When mailed by certified mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt.

4. When delivered by overnight delivery Federal Express/A irborne/United Parcel/DHL World-Wide Express with charges prepaid or charged to the sender' s account, notice is effective on delivery if delivery is confirmed by the delivery service.

5. When sent by telex or fax to the last telex or fax number of the recipient known to the party giving notice, notice is effective on receipt as long as (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or fax shall be considered to have been received on the next

00 1450 1966/655095v7 45 business day if it is received after 5 p.m. (recipient's time) or on a non business day.

B. Refused, Unclaimed, or Undeliverable Notices. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the notice was refused, unclaimed, or considered undeliverable by the postal authorities, messenger, or overnight delivery service. C. Notices given pursuant to this Paragraph 43 , shall be addressed to the respective parties, as shown in Paragraph 8 ofthe Fundamental Lease Provisions or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days' notice to the notifying party given in accordance with this Paragraph 43. 44. COMPLIANCE WITH ENVIRONMENTAL LAWS. With regard to the Premises, Building, and Property, Lessor represents and warrants to County that, to Lessor' s current and actual knowledge:

A. No Hazard. As of the Term Commencement Date, except as set forth in (i) that certain Environmental Site Assessment (Site 34A, Building B, Hacienda Business Park, Pleasanton, California), dated January 23 , 1990, Job No. 1603.000, prepared by Berlogar Geotechnical Consultants, (ii) that certain Environmental Site Assessment (Site 34A, Building C, Hacienda Business Park, Pleasanton, California), dated January 23 , 1990, Job No. 1603.000, prepared by Berlogar Geotechnical Consultants, (iii) that certain Preliminary Mold and Moisture Assessment (5673 Gibraltar Drive, Suite 100, Pleasanton, California), dated September 15, 2005, PSI Project No. 582-59049, prepared by Professional Service Industries, Inc., (iv) that certain Supplemental Mold and Moisture Assessment (5673 Gibraltar Drive, Suite 100, Pleasanton, California), dated January 13 , 2006, PSI Project No. 582-59049, prepared by Professional Service Industries, Inc., (v) that certain Phase I Environmental Site Assessment, dated May 29, 2007, prepared by Stellar Environmental Solutions, Inc., (vi) that certain Phase I Environmental Assessment, dated January 15, 2008, Property Solutions

00 1450 1966/655095v7 46 Project No. 20077105, prepared by Property Solutions Incorporated, and (vii) that certain Phase I Environmental Assessment, dated June 18, 2014, Property Solutions Project No. 20142256, prepared by Property Solutions Incorporated (collectively, the "Environmental Reports"), no Hazardous Materials (as defined below) have been manufactured, refined, stored, disposed of, produced or processed on or in any part of the Premises or Building. If requested by County, the Environmental Reports shall be made available to County at a mutually acceptable time and place upon County's prior written request to Lessor.

B. Compliance. Lessor is in compliance with all federal, state, county or municipal environmental, pollution, health, safety, fire, or building code laws and has no knowledge and has received no notice of any federal, state, county or municipal environmental, pollution, health, safety, fire, or building code violations.

C. No lawsuits. Neither the Lessor nor any other tenants at the Building have been named as a party in any proceeding or lawsuit for violation of federal, state, or local environmental laws.

D. Not Under Investigation. The Building is not currently subject to investigation for alleged federal, state, county or municipal environmental pollution, health, safety, fire, or building code violations.

E. Indemnity. Lessor will defend, indemnify, and hold harmless County, its directors, officers, employees, and agents, and any assignees, subtenants or successors to County's interest in the Premises from and against any and all losses, claims, damages, penalties, and liability, including all out-of-pocket litigation costs and the reasonable fees and expenses of counsel related directly or indirectly to Lessor's violation or breaches of these warranties and/or representations.

00 1450 1966/655095v7 47 F. Warranty survives expiration oflease. The provisions of this warranty relating to hazardous substances will survive the expiration or termination of this Lease.

G. Abatement. If any cleanup, repair, or similar action is required by any governmental or quasi-governmental agency as a result of the storage, release, or disposal of hazardous substances materials by Lessor, its tenants, agents or contractors at any time, or by any prior owner, and such action requires that the County be closed for business or that access be denied for greater than a 24-hour period, then the rent will be abated entirely during the period beyond 24 hours.

H. Definition ofHazardous Material. As used herein, the term Hazardous Materials shall mean (i) any hazardous or toxic wastes, materials or substances, and other pollutants or contaminants, which are or become regulated by all applicable local, state and federal laws, including but not limited to, 42 U.S.C. 6901 et seq. 42 U.S.C. 9601 et.seq. and California Health and Safety Code Sections 25100 et.seq., and 25300 et. seq.; (ii) petroleum and petroleum-based products, by products and fractions; (iii) asbestos; (iv) polychlorinated biphenyls; and (v) radioactive materials.

I. County' s Compliance. County shall not cause or permit any Hazardous Material to be brought, kept, used, generated, released or disposed in, on, under or about the Premises or the Project by County, its agents, employees, contractors, licensees or invitees (collectively, "County' s Representatives"); provided, however, that County may use, store and dispose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for County's operations in the Premises and customary for similar tenancies in the area of the Project. County hereby indemnifies Lessor from and against (i) any breach by County of the obligations set forth in this provision, or (ii) any claims or liability resulting from County' s use of Hazardous Materials. This indemnification of Lessor by County includes, without limitation, death of or

00 14501966/655095v7 48 injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision because of any Hazardous Material present in, on, under or about the Premises or the Project (including soil and ground water contamination) which results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises or the Project caused or permitted by County results in any contamination of the Premises or the Project, County shall promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of such Hazardous Material; provided that Lessor' s approval of such actions, and the contractors to be used by County in connection therewith, shall first be obtained. This indemnification of Lessor by County shall survive the expiration or sooner termination of this Lease.

45. COMPLIANCE WITH APPLICABLE LAW. Lessor shall comply with all Federal, state and local laws applicable to the Lessor as owner or Lessor, or both, of the Building or Premises, including, without limitation, laws applicable to the construction, ownership, alteration or operation of both or either thereof, and will obtain all necessary permits, licenses and similar items at Lessor' s expense. The County will comply with all Federal, state and local laws applicable to and enforceable against it as a tenant under this Lease. If anything done by County in its use or occupancy of the Premises shall create, require or cause imposition of any requirement by any public authority for structural or other upgrading of or alteration or improvement to the Project or any modifications to the mechanical, electrical, plumbing and life safety systems of the Building because of County's particular use and not applicable to office tenancies generally, County shall, at Lessor' s option, either perform the upgrade, alteration or improvement at County' s sole cost and expense or reimburse Lessor upon demand, as Additional Rent, for the cost to Lessor of performing such work.

46. PARKING. Lessor agrees to provide County for use by the employees, agents, customers and invitees of County the number of parking spaces, at no additional cost, designated on the

00 1450 1966/655095v7 49 Paragraph 10 of the Fundamental Lease Provisions, on an unreserved and unassigned basis on those portions of the Project designated by Lessor for parking. County shall not use more parking spaces than said number of parking spaces. The parking spaces will not be separately identified and Lessor shall have no obligation to monitor the use of the parking area. All parking shall be subject to any and all reasonable rules and regulations adopted by Lessor in its discretion from time to time. Only automobiles no larger than full size passenger automobiles or pick-up trucks or standard business use vehicles (which do not require parking spaces larger than full size passenger automobiles) may be parked in the Project parking area. County shall not permit or allow any vehicles that belong to or are controlled by County or County' s employees, agents, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Lessor for such activities. A failure by County or any of its employees and agents to comply with the foregoing provisions shall afford Lessor the right, but not the obligation, without notice, in addition to any other rights and remedies available under this Lease, to remove and to tow away the vehicles involved and to charge the cost to County, which cost shall be immediately due and payable upon demand by Lessor.

47. STATEMENT OF LEASE (ESTOPPEL CERTIFICATE). A. The County will, within fifteen (15) days next following receipt of a written request from Lessor, execute and deliver to Lessor a letter/estoppel certificate stating that the same is issued subject to the conditions stated in this clause and, if such is the case, that (1) the Lease is in full force and effect; (2) the date to which the rent and other charges have been paid in advance, if any; and (3) whether any notice of default has been issued. Any such letter/estoppel certificate may be relied upon by any such current or potential mortgagee or purchaser of the Project. Failure by County to execute and deliver any such letter/estoppel certificate within the time requested shall be conclusive upon County that (1) this Lease is in full force and effect and has not been modified except as represented by Lessor; and (2) Lessor is not in default under this Lease. B. Letters issued pursuant to this clause are subject to the following conditions: (1) That they are based solely upon a reasonably diligent review of the County' s Lease file as of the date of issuance;

00 1450 1966/655095v7 50 (2) That the County shall not be held liable because of any defect in or condition of the Premises or Building; (3) That the County does not warrant or represent that the Premises or Building comply with applicable Federal, State and local law; and (4) That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre-purchase and pre-commitment inspection of the Premises and Building and by inquiry to appropriate Federal, State and local officials. 48. WINDOW COVERINGS. All window coverings for the Premises shall be those approved by Lessor. County shall not place or maintain any window coverings, blinds, curtains or drapes other than those approved by Lessor on any exterior window without Lessor's prior written approval, which approval Lessor shall not unreasonable withhold, delay or condition. Notwithstanding the foregoing, any pre-existing window coverings installed by County during the term of the previous lease are hereby approved by Lessor.

49. BROKERS. Lessor has been represented in this transaction by CBRE. County has not been represented in this transaction by any agents, brokers, finders or other similar parties. The parties represent and warrant that the brokers named above are the only agents, brokers, finders or other similar parties with whom the parties have had any dealings in connection with the negotiation of this Lease and the consummation of this transaction. Lessor hereby agrees to indemnify, defend and hold the County free and harmless from and against liability for compensation or charges which may be claimed by CBRE, or any of its agents, employees or assigns in connection with the negotiation ofthis Lease and the consummation ofthis transaction, including any costs, expenses and attorney's fees incurred with respect thereto.

50. RULES AND REGULATIONS. County shall comply with the rules and regulations for the Project attached as Exhibit D and such reasonable amendments thereto as Lessor may adopt from time to time with

00 1450 1966/655095v7 51 prior notice to County, so long as such amendments do not materially abridge any right or increase any obligation of County under this Lease.

51. ATTORNEYS' FEES. [intentionally omitted]. 52. ACCESSIBILITY INSPECTION DISCLOSURE. Lessor and County acknowledge and agree that the Premises have not been inspected by a Certified Access Specialist ("CASp") pursuant to Section 1938 ofthe Civil Code ("Code"). The parties further agree, pursuant to subdivision (e) of Section 55.53 ofthe Code that a CASp can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, Lessor may not prohibit County from obtaining a CASp inspection of the Premises for the occupancy of County, if requested by the County. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of the construction-related accessibility standards within the Premises.

53. COUNTERPARTS; SIGNATURES. This Lease may be executed in counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original.

[SIGNATURE PAGES FOLLOW]

001450 1966/655095v7 52 IN WITNESS WHEREOF, the parties have executed this Lease on the dates appearing below their respective signatures.

LESSOR: HACIENDA PORTFOLIO VENTURE, LLC, a Delaware limited liability company

By: HACIENDA PORTFOLIO MEMBER, LLC, a Delaware limited liability company, Co-Managing Member

By: PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited liability company, its authorized signatory ~~JJ4R~ · lnvesunent Or rector T 1t 1e: As~et Management By: EPI HACIENDA LLC, a Delaware limited liability company, Managing Member

By: ELLIS PARTNERS LLC, a California limited liability company, Manager

Date: 2-41)!1

[COUNTY SIGNATURE ON FOLLOWING PAGE]

00 1450 1966/655095v7 53 COUNTY: co

irector General Services gency County of Alameda, State of California Date: ~ l cl'<{ l1

Approved as to Form DONNA ZIEGLER COUNTY COUNSEL

l) r-:eLtzw, ~e..,J.. S>,(ll.IIW ~F~ I hereby certify under penalty of perjury that the PJ:esident of the Bemd of ~aper visors was duly authorized to execute this doc~A e%on behalf of the County of Alameda by a majority vote of the Board on (date) d '=' and that a copy has been delivered to the President as provided by Government Code Section 251 03. Date ~ By ~&ip~lto~ Clerk of the Board County of Alameda, State of California

001450 1966/655095v7 54 Exhibit A Floor Plan of the Premises

f f T I I ' I' '

NOTE: The Floor Plan Depicted in this Exhbit A is as of the date of the lease.

001450 1966/655095v7 A-I Exhibk A-1 : Sunol Center Site Plan

001450 1966/655095v7 A-2 EXHIBIT B

INTENTIONALLY OMITTED

00 14501966/655095v7 B-1 EXHIBITC

CONFIRMATION OF TERM OF LEASE

This Confirmation ofTerm of Lease is made by and between Hacienda Portfolio Venture, LLC, a Delaware limited liability company, as Lessor, and COUNTY OF ALAMEDA, a political subdivision of the State of California, as County, who agree as follows:

1. Lessor and County entered into a Lease dated __, __ (the "Lease"), in which Lessor leased to County and County leased from Lessor the Premises described in the Basic Lease Information sheet of the Lease (the "Premises").

2. Pursuant to Paragraph 4 of the Lease, Lessor and County hereby confirm as follows:

a. __, __ is the Term Commencement Date;

b. __, __ is the Term Expiration Date; and

c. __, __ is the commencement date of Monthly Rent under the Lease.

3. County hereby confirms that the Lease is in full force and effect and:

a. It has accepted possession of the Premises as provided in the Lease;

b. The improvements and space required to be furnished by Lessor under the Lease have been furnished; and

c. The Lease has not been modified, altered or amended, except as follows:

4. The provisions of this Confirmation of Term of Lease shall inure to the benefit of, or bind, as the case may require, the parties and their respective successors, subject to the restrictions on assignment and subleasing contained in the Lease.

///signature page follows///

001450 1966/655095v7 C-1 ///continued from previous page///

DATED: ______

"LESSOR": HACIENDA PORTFOLIO VENTURE, LLC, a Delaware limited liability company

By: HACIENDA PORTFOLIO MEMBER, LLC, a Delaware limited liability company, Co-Managing Member

By: PRINCIPAL REAL EST ATE INVESTORS, LLC, a Delaware limited liability company, its authorized signatory

By: Name: ------Title:

By: EPI HACIENDA LLC, a Delaware limited liability company, Managing Member

By: ELLIS PARTNERS LLC, a California limited liability company, Manager

By: Name: ------Title:

"COUNTY": COUNTY OF ALAMEDA:

By: ______Willie A. Hopkins Jr., Director County of Alameda, State of California

00 1450 1966/655095v7 C-2 EXHIBITD

BUILDING RULES AND REGULATIONS

1. [intentionally omitted].

2. Plumbing fixtures shall be used only for their designated purpose, and no foreign substances of any kind shall be deposited therein. Damage to any such fixtures resulting from misuse by County or any employee or invitee of County shall be repaired at the expense of County.

3. Nails, screws and other attachments to the Building require prior written consent from Lessor, except for the routine hanging of pictures and diplomas or certifications, art or other decorations that are normal and customary for office users. County shall not mar or deface the Premises in any way, beyond ordinary wear and tear over the term of this Lease. County shall not place anything on or near the glass of any window, door or wall which may appear unsightly from outside the Premises.

4. [intentionally omitted].

5. [intentionally omitted].

6. Lessor shall have the right to limit the weight and size of, and to designate the location of, all safes and other heavy property brought into the Building.

7. County shall cooperate with Lessor in maintaining the Premises in the condition required by the Lease.

8. [intentionally omitted].

9. Nothing shall be swept or thrown into the common areas. No birds, fish or animals of any kind shall be brought into or kept in, on or about the Premises, with the e~ ception of service and support animals where necessary.

10. No cooking shall be done in the Premises except in connection with a convenience lunch room for the sole use of employees and guests (on a non-commercial basis) in a manner which complies with all applicable laws.

11. [intentionally omitted].

12. County shall not install or operate on the Premises any electric heater or similar equipment without Lessor's prior written consent. . County shall not use or keep on the Premises any kerosene, gasoline, or inflammable or combustible fluid or material other than limited quantities reasonably necessary for the operation and maintenance of office equipment utilized at the Premises or as permitted above for office parties and receptions, but only for the duration of such events. No explosives shall be brought onto the Project at any time.

00 14501966/655095v7 D-1 13. County shall not waste electricity, water or air conditioning and agrees to reasonably cooperate with Lessor to assure the effective operation of the Building's heating and air conditioning and to comply with any governmental energy-saving rules, laws or regulations of which County has actual notice.

14. [intentionally omitted].

15. [intentionally omitted].

16. Lessor will furnish County with a reasonable number of initial keys for entrance doors into the Premises, and may charge County for additional keys thereafter. All such keys shall remain the property of Lessor. No additional locks are allowed on any door of the Premises without Lessor's prior written consent and County shall not make any duplicate keys. Upon termination of this Lease, County shall surrender to Lessor all keys to the Premises, and give to Lessor the combination of all locks for safes and vault doors, if any, in the Premise·s.

17. Except in connection for individuals with disabilities, County shall not bring into (or permit to be brought into) the Building any motorized or non-motorized vehicles; bicycles may be parked in the bike racks located outside of the Building.

18. Lessor retains the right at any time, without liability to County, to change the name and street address of the Building, except as otherwise expressly provided in the Lease with respect to signage; provided, however, that after an initial such change, Lessor shall reimburse County its actual reasonable costs thereof.

19. Canvassing, peddling, soliciting, and distribution of handbills in or at the Project are prohibited and County will cooperate to prevent these activities.

20. The Building hours of operation are 7:00 a.m. to 6:00 p.m., Monday through Friday, excluding County of Alameda holidays.

21. [intentionally omitted].

22. County shall cooperate fully with the life safety program of the Building as established and administered by Lessor. This shall include participation by County and its employees in exit drills, fire inspections, life safety orientations and other programs relating to fire and life safety that may be established by Lessor.

23. No smoking shall be permitted in the Building.

24. Lessor reserves the right to rescind any of these rules and regulations and to make reasonable future rules and regulations required for the safety, protection and maintenance of the Project, the operation and preservation of the good order thereof, and the protection and comfort of the tenants and their employees and visitors subject to the provisions of the Lease. Such rules and regulations, when made and written notice thereof given to County, shall be binding as if

00 1450 1966/655095v7 D-2 originally included herein. Notwithstanding the foregoing, in the event of a conflict between any such rules and regulations and the terms of this Lease, the terms of this Lease shall control. Lessor shall not be responsible to County for the non-observance or violation of these rules and regulations by any other tenant of the Building. Lessor reserves the right to exclude or expel from the Project any person who, in Lessor's judgment, is under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these rules and regulations.

00 14501966/655095v7 D-3 EXHIBIT E

HACIENDA BUSINESS PARK OWNERS ASSOCIATION CC&R'S

001450 1966/655095v7 E-1 ___/\,___ HACIENDA

CC&Rs (No. 4.1)

MARCH 8, 2016

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR HACIENDA BUSINESS PARK

(No.4)

This printing of the Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 4) is a compilation of the Declaration recorded April 8, 2013 as Instrument No. 2013-1 24373, Official Records of Alameda County, California; as amended by the First Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 4) recorded April 4 , 2016 as Instrument No. 2016-079801 ; Official Records of Alameda County, California.

While this printing is intended to completely and accurately incorporate the amendments into the Declaration, this printing is made for convenience only and no representa_tion or warranty is made as to its accuracy and completeness. Please refer to the Declaration and Amendment as recorded where completeness and accuracy are required.

If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision {p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

TABLE OF CONTENTS

RECITALS ...... •...... 7

FIRST AMENDMENT TO DECLARATION OF CC&R' s FOR HACIENDA BUSINESS PARK (NO . 4) ...... 8

DEFINITIONS...... • ...... 11

ASSOCIATION ADMINISTRATION, MEMBERSHIP AND VOTING RIGHTS ...... •...... •...... 13 2. 1 Common Interest Development...... 13 2.2 Management of Common Areas ...... 13 2.3 Membership ...... 13 2.4 Transfer of Membership ...... •...... • ...... •...... •...... 13 2.5 Membership and Voting Rights ...... 13 2.6 Selection of Board of Directors ...... 13 2.7 Non-Member Affiliates ...... •...... 13

APPROVAL OF PLANS ...... 13 3.1 Design Review Committee ...... 13 3.2 Approval of Plans Required ...... 13 3.3 Basis for Disapproval...... •...... 14 3.4 Approval/Disapproval...... 14 3.5 Result of Inaction ...... • ...... •...... 14 3.6 Proceeding with Work ...... •...... •...... •...... 15 3.7 Limitation of Design Review Committee ...... 15 3.8 Liability ...... 15 3.9 Review Fees ...... •...... 15 3.10 Letter of Compliance...... • ...... 15

ARCHITECTURAL AND DEVELOPMENT STANDARDS ...... 15 4 .1 Parcel Size...... • ...... • ...... 15 4 .2 Development Standards...... 15 4.3 Special Construction Requirements ...... • ...... 16 4.4 Determination of Violation...... • ...... 16

RESTRICTIONS ON OPERATION AND USE ...... •...... 16 5.1 Permitted Uses ...... 16 5.2 Conduct of Permitted Uses ...... •...... 16 5.3 Prohibited Uses ...... 16 5.4 Emissions ...... 17 5.5 Excavation; Water Wells ...... 17 5. 6 Garbage and Refuse Disposal...... • ...... • ...... • ...... 17 5. 7 Antennas and Other Devices. . . • ...... • ...... 17 5.8 Animals...... • ...... • ...... 17 5.9 Nuisances ...... 17 5.10 Truck Movement...... • ...... • . . • . . • ...... 18 5.11 Transportation System Management...... • ...... 18 5.12 Determination of Violation...... 18

MAINTENANCE AND REPAIR...... • ...... 18 6.1 Maintenance of Property...... 18 6.2 Failure to Maintain and Repair ...... 18 6.3 Right to Enter ...... •...... •.. . 18

DEFAULTS IN PAYMENT OF LIENS ...... 18 7. 1 Obligation to Pay Liens...... 18 7.2 Right to Cure...... • ...... 18

MAINTENANCE AND ASSESSMENTS...... 19 8 .1 Creation of the Lien and Personal Obligation of Assessments...... 19 8.2 Purpose of Assessments ...... • ...... 19 8.3 Annual Assessments...... • . . • ...... 19 8.4 Special Assessments ...... 19 8.5 Emergency Assessment ...... 19 8.6 Reserved Right to Form Maintenance District ...... 20 8. 7 Division of Assessments ...... •...... 20 8.8 Date of Commencement of Annual Assessment: Due Dates ...... 20 8.9 Effect of Nonpayment of Assessments...... 20 8 .10 Transfer of Parcel by Sale of Foreclosure ...... •..•...... •...... : . •...... 20 8 .11 Priorities; Enforcement; Remedies...... 20 8.12 Release for Cure ...... • ...... 21 8.13 Cumulative Remedies ...... 21

5 8.14 Unallocated Taxes...... • ...... 21 8.15 Exemption from Assessments ...... 21

DUTIES AND POWERS OF THE ASSOCIATION ...... •...... 21 9.1 Duties ...... 21 9.2 Powers ...... 22

EASEMENTS AND RIGHTS OF ENTRY ...... 23 10 . 1 Public Service Easement...... 23 10.2 Enforcement, Maintenance and Repair ...... 23 10.3 Utilities and Maintenance ...... •...... 23 1 0.4 General...... 23 10.5 Right of Entry ...... 23 1 0.6 Indemnity...... 23

DURATION. MODIFICATION AND TERMINATION ...... •...... 24 11.1 Duration of Restrictions ...... 24 11 .2 Modification and Termination ...... • ...... 24 11 .3 Annexation ...... 24 11 .4 Deannexation...... 24 11 .5 Special Provisions for Governmental Use ...... 25

OWNERS' COVENANTS OF ACCEPTANCE ...... • ...... 25 12.1 Constructive Notice and Acceptance ...... 25 12.2 Project Documents ...... 26 12.3 Leasing of Property, Subject to this Declaration ...... 26 12.4 Supplemental Covenants. Conditions, and Restrictions ...... •...... • ...... 26

GENERAL PROVISIONS ...... 26 13.1 Approvals...... 26 13.2 Exhibits ...... • ...... 26 13.3 Waiver of Liability ...... 26 13.4 Enforcement...... • ...... 26 13.5 Invalidity of any Provision ...... 26 13.6 Mortgage Protection Clause ...... 26 13.7 Owner's Compliance ...... 27 13.8 Attorneys' Fees ...... • ...... •...... •...... 27 13.9 Notices ...... •.....•...... •...... 27

EXHIBIT A-1 ...... •...... • ...... 28

EXHIBIT A-2 ...... • ...... •...... 29

EXHIBIT B...... • ...... • ...... • ...... 30

6 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR HACIENDA BUSINESS PARK (No. 4.1)

THIS DECLARATiON is made this 12th, day of March, 2013, by THE HACIENDA BUSINESS PARK OWNERS ASSOCIATION, a California non-profit mutual benefit corporation (the "Association"):

RECITALS

A. Together, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey Corporation ("Prudential") and CALLAHAN-PENTZ PROPERTIES, PLEASANTON, a California general partnership (''C-P Prop."), as the then Owners of all that real property in the City of Pleasanton, County of Alameda, State of California, commonly known as Hacienda Business Park Phase I ("HBP Phase I") and more particularly described in Parcel Map 3858 recorded in Book 135 of Maps, Pages 49 to 56, inclusive, Official Records of Alameda County, executed and recorded a Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park ("Declaration No. 1 "). which Declaration No . 1 was recorded August 13, 1982, as Instrument No. 82-123014, Official Records of Alameda County, California, and re-recorded September 17, 1982, as Instrument No . 82-141251, Official Records of Alameda County, California.

B. Together, Prudential and C-P Prop., as the only Class B Members of the Association, executed and recorded a Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) ("Declaration No. 2"). which Declaration No. 2 was recorded January 24, 1985, as Instrument No. 85-014396, Official Records of Alameda County, California. Declaration No. 2 superseded Declaration No. 1 in its entirety.

C. Together, Prudential and C-P Prop., as the only Class B Members of the Association, executed and recorded a First Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) ("First Amendment"). which First Amendment was recorded June 29, 1987, as Instrument No. 87-182797, Official Records of Alameda County, California. Among other things, the First Amendment added to the property subject to the Declaration certain· real property commonly known as Hacienda Business Park Phase II ("HBP Phase II"). and more particularly described in Parcel Map No. 3863, recorded May 22, 1986, in Book 161 of Maps, Pages 15-30, inclusive, Official Records of Alameda County and added provisions for detachment of property from the Declaration. HBP Phase I and HBP Phase II together compose Hacienda Business Pa~k (sometimes referred to as the "Park"). At the date of recordation of the First Amendment, the Park comprised of Lots 1 to 37 shown on Parcel Map 3858 described in Recital A and Lots 51 to 60 and Parcels B, C, D. F. and G shown on Parcel Map No. 3863.

D. Together, Prudential and C-P Prop., as the only Class B Members of the Association, executed and recorded a Second Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 2) ("Second Amendment"), which Second Amendment was recorded November 22, 1989, as Instrument No. 89-317183, Official Records of Alameda County, California. Among other things, the Second Amendment made certain provisions of the Declaration inapplicable to Lot 1 E so long as the U.S. Postal Service owns this lot or operates a post office thereon.

E. Together, Prudential and C-P Prop., and C-P Prop. 's successor in interest, Joseph W. Callahan, as the only Class B Member of the Association, executed and recorded a Third Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 2) ("Third Amendment"), which Third Amendment was recorded September 28, 1993, as Instrument No. 93-343173, Official Records of Alameda County, California. Among other things, the Third Amendment (I) eliminated all Class B Members of the Association other than Prudential and made Prudential the sole Declarant and remaining Class B Member, and (ii) made the provisions of the Declaration inapplicable to Lots 54 and 56B so long as such lots are owned by BART and used exclusively for transit related purposes.

F. Prudential, as the only Class B Member of the Association, executed and recorded a Fourth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) ("Fourth Amendment"). which Fourth Amendment was recorded November 30, 1993, as Instrument No. 93-417506, Official Records of Alameda County, California. Among other things, the Fourth Amendment made certain changes to the prohibited uses section of the Declaration. ·

G. Prudential , as the only Class B Member of the Association, executed and recorded a Fifth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 2) ("Fifth Amendment"), which Fifth Amendment was recorded February 16, 1995, as Instrument No. 95-036988, Official Records of Alameda County, California. Among other things, the Fifth Amendment made the provisions of the Declaration inapplicable to Lot 16A during any period in which such lot is used or held solely for governmental purposes.

H. Prudential, as the only Class B Member of the Association, executed and recorded a Sixth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 2) ("Sixth Amendment"). which Sixth Amendment was recorded April 30, 1997, as Instrument No. 97-109714, Official Records of Alameda County, California. The Sixth Amendment amended paragraph 5.3(a) regarding Lots upon which Hotel/Motel/Motor Inn use is permitted.

I. Prudential, as Declarant and the only Class B Member of the Association, executed and recorded a Declaration of Covenants, Conditions and Restrictions For Hacienda Business Park (No. 3) ("Declaration No. 3"). which Declaration No. 3 was recorded May 1, 1998, as Instrument No. 98-146103, Official Records of Alameda County, California.

J. Prudential, as Declarant and the only Class B Member of the Association, executed and recorded a First Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("First Amendment - No. 3 " ). which First Amendment- No. 3 was recorded May 23, 2000, as Instrument No. 2000-153840, Official Records of Alameda County, California.

7 K. Prudential, as Declarant and the only Class B Member of the Association, executed and recorded a Second Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("Second Amendment- No. 3 " ). which Second Amendment­ No. 3 was recorded May 25, 2000, as Instrument No. 2000-157497, Official Records of Alameda County, Cali fornia. The Second Amendment assigned to the Association all rights, powers and obligations of Declarant under the Declaration.

L. The Association executed and recorded a Third Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("Third Amendment - No. 3 " ). which Third Amendment - No. 3 was recorded May 13, 2003, as Instrument No. 2003-277996, Official Records of Alameda County, California. The Third Amendment allowed for the designation of a broad mix of uses, including residential use, on Lot 7D and Lot 23.

M. The Association executed and recorded a Fourth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) (" Fourth Amendment - No. 3"). which Fourth Amendment - No. 3 was recorded June 9, 2005, as Instrument No. 2005-234212, Official Records of Alameda County, California. The Fourth Amendment deleted from the property covered by the Declaration certain property transferred to the City of Pleasanton for roadway purposes, amended Exhibit A-1 to the Declaration so that Exhibit A-1 lists all the property, and only property, now subject to the Declaration, and made other correcting amendments.

N. The Association executed and recorded a Fifth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 31 ("Fifth Amendment- No. 3 " ), which Fifth Amendment - No. 3 was recorded April28, 200B, as Instrument No. 2008-141080, Official Records of Alameda County, California. The Fifth Amendment allowed for the designation of a broad mix of uses, including residential use, on Lot 6.

0 . The Association executed and recorded a Sixth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) (" Sixth Amendment - No. 3" ). which Sixth Amendment - No. 3 was recorded October 6, 2010, as Instrument No . 2010-290243, Official Records of Alameda County, California. The Sixth Amendment allowed for the designation of a broad mix of uses on Lots 16B, 18B and 21 D.

P. The Association executed and recorded a Seventh Amendment to Declaration of Covenants, Cond itions and Restrictions for Hacienda Business Park (No . 3) (" Seventh Amendment- No. 3"). which Seventh Amendment - No. 3 was recorded October 4, 2011, as Instrument No . 2011 -280578, Official Records of Alameda County, California. The Seventh Amendment approved an amendment to the Declaration to adopt the Transit Oriented Development Standards and Design Guidelines for Site 7E , Site 7G and the northerly portion of Site 6 as per Ordinance 2018 as well as a number of other smaller changes to preserve consistency within the document, to allow for selective application of the new Transit Oriented Development Standards and Design Guidelines for sites other than Site 7E, Site 7G and the northerly portion of Site 6, as determined by the City of Pleasanton for those sites where the Association has approved the appropriate use, and to allow for the designation of a broad mix of uses on Lot 31 D.

Q . The Association executed and recorded an Eighth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("Eighth Amendment - No. 3 "). which Eighth Amendment - No. 3 was recorded November 17, 2011 , as Instrument No. 2011-328308, Official Records of Alameda County, California. The Eighth Amendment allowed for the designation of a broad mix of uses, including res idential use, on Lot 18A and Lot 19.

R. The Association executed and recorded a Ninth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("Ninth Amendment- No. 3" ). which Ninth Amendment- No. 3 was recorded May 8, 2012, as Instrument No. 2012-147572, Official Records of Alameda County, California. The Ninth Amendment prohibited animals from being kept w ithin any Parcel except as expressly permitted.

S. Declaration No. 3, as amended , provides ttiat the Declaration may be modified, amended or terminated, as to the whole of Hacienda Business Park, only upon the written consent of the Owners of sixty-six and two-thirds percent (66-%%) of the Property or by the Association upon a vote to modify, amend, or terminate by sixty-six and two-thirds percent (66-%%) of all votes entitled to be cast.

T. The Board of Directors of the Association has conducted a vote of the Members proposing to supersede Declaration No. 3, as amended, in its entirety, the purpose of which was to update the Declaration (i) to reflect internal inconsistencies w ithin the Project Documents and changes in the law, and (ii) to more accurately reflect changes in the operation and management of the Property by the Association.

U. More than sixty-six and two-thirds percent (66-%%) of all votes entitled to be cast having voted in favor of the proposed amendment described in Recital T, the Association has determined to execute and record this Declaration No. 4 to make such amendment and modification effective.

NOW, THEREFORE, The Association hereby covenants, agrees and declares that Declaration No. 4 hereby supersedes Declaration No. 3, as amended, in its entirety, all as more particularly set forth in the attached.

FIRST AMENDMENT TO DECLARATION OF CC&R's FOR HACIENDA BUSINESS PARK (NO . 41

THIS FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR HACIENDA BUSINESS PARK (NO . 41 (this "Amendment" ) is made this 8th day of March, 2016, by THE HACIENDA BUSINESS PARK OWNERS ASSOCIATION , a California non-profit mutual benefit corporation (the "Association," sometimes also referred to as " Declarant" ):

8 RECITALS

A. Together, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey Corporation ("Prudential") and CALLAHAN-PENTZ PROPERTIES, PLEASANTON, a Cal ifornia general partnership ("C-P Prop."). as the then Owners of all that real property in the City of Pleasanton, County of Alameda, State of California, commonly known as Hacienda Business Park Phase I ("HBP Phase I") and more particularly described in Parcel Map 3858 recorded in Book 135 of Maps, Pages 49 to 56, inclusive, Official Records of Alameda County, executed and recorded a Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park ("Declaration No. 1 " ), which Declaration No. 1 was recorded August 13, 1982, as Instrument No . 82-123014, Official Records of Alameda County, Ca lifornia, and re-recorded September 17, 1982, as Instrument No. 82-141251, Official Records of Alameda County, California.

B. Together, Prudential and C-P Prop., as the only Class B Members of the Association, executed and recorded a Declaration of Covenants, Condit ions and Restrictions for Hacienda Business Park (No. 2) ("Declaration No. 2" ), which Declaration No. 2 was recorded January 24, 1985, as Instrument No. 85-014396, Official Records of Alameda County, California. Declaration No. 2 superseded Declaration No. 1 in its entirety.

C. Together, Prudential and C-P Prop., as the only Class B Members of the Association, executed and recorded a First Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) ("First Amendment" ). which First Amendment was recorded June 29, 1987, as Instrument No. 87-182797, Official Records of Alameda County, California. Among other things, the First Amendment added to the property subject to the Declaration certain real property commonly known as Hacienda Business Park Phase II ("HBP Phase II " ), and more particularly described in Parcel Map No. 3863, recorded May 22, 1986, in Book 161 of Maps, Pages 15-30, inclusive, Official Records of Alameda County and added provisions for detachment of property from the Declaration. HBP Phase I and HBP Phase II together compose Hacienda Business Park (sometimes referred to as the "Park"). At the date of recordation of the First Amendment, the Park comprised of Lots 1 to 37 shown on Parcel Map 3858 described in Recital A and Lots 51 to 60 and Pa rcels B. C, D. F. and G shown on Parcel Map No. 3863.

D. Together, Prudential and C-P Prop., as the only Class B Members of the Association, executed and recorded a Second Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) ("Second Amendment"). which Second Amendment was recorded November 22, 1989, as Instrument No. 89-317183, Official Records of Alameda County, Cal ifornia. Among other things, the Second Amendment made certain provisions of the Declaration inapplicable to Lot 1 E so long as the U.S. Postal Service owns this lot or operates a post office thereon.

E. Together, Prudential and C-P Prop., and C-P Prop.'s successor in interest, Joseph W . Ca ll ahan, as the only Class B Member of the Association, executed and recorded a Third Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Bus iness Park (No . 2) ("Third Amendment" ). which Third Amendment was recorded September 28, 1993, as Instrument No. 93-343173, Official Records of Alameda County, California. Among other things, the Third Amendment (I) eliminated all Class B Members of the Association other than Prudential and made Prudential the sole Declarant and remaining Class B Member, and (ii) made the provisions of the Declaration inapplicable to Lots 54 and 56B so long as such lots are owned by BART and used exclusively for transit related purposes.

F. Prudential, as the only Class B Member of the Association, executed and recorded a Fourth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) (" Fourth Amendment" ). which Fourth Amendment was recorded November 30, 1993, as Instrument No. 93-417506, Official Records of Alameda County, California. Among other things, the Fourth Amendment made certain changes to the prohibited uses section of the Declaration.

G. Prudential , as the only Class B Member of the Association, executed and recorded a Fifth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 2) (" Fifth Amendment" ). which Fifth Amendment was recorded February 16, 1995, as Instrument No. 95-036988, Official Records of Alameda County, California. Among other things, the Fifth Amendment made the provisions of the Declaration inapplicable to Lot 16A during any period in which such lot is used or held solely for governmental purposes.

H. Prudential, as the only Class B Member of the Association, executed and recorded a Sixth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 2) (" Sixth Amendment"), which Sixth Amendment was recorded April 30, 1997, as Instrument No. 97-109714, Official Records of Alameda County, California. The Sixth Amendment amended paragraph 5.3(a) regarding Lots upon which Hotel/Motel/Motor Inn use is permitted.

I. Prudential , as Declarant and the only Class B Member of the Association, executed and recorded a Declaration of Covenants, Conditions and Restrictions For Hacienda Business Park (No. 3) (" Declaration No. 3"). which Declaration No. 3 was recorded May 1, 1998, as Instrument No. 98-146103, Official Records of Alameda County, Ca lifornia.

J. Prudential, as Declarant and the only Class B Member of the Association, executed and recorded a First Amendment t o Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) (" First Amendment- No. 3 "). which First Amendment - No . 3 was recorded May 23, 2000, as Instrument No. 2000-153840, Official Records of Alameda County, California.

K. Prudential, as Declarant and the only Class B Member of the Association, executed and recorded a Second Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) (" Second Amendment - No. 3 "). which Second Amendment­ No. 3 was recorded May 25, 2000, as Instrument No. 2000-157497, Official Records of Alameda County, California. The Second Amendment assigned to the Association al l rights, powers and obl igations of Declarant under the Declaration.

L. The Association executed and recorded a Third Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("Third Amendment - No. 3 " ), which Third Amendment- No. 3 was recorded May 13, 2003, as Instrument No. 2003-277996, Official Records of Alameda County , California. The Third Amendment all owed for the designation of a broad mix of uses, including residential use, on Lot 7D and Lot 23.

9 M. The Association executed and recorded a Fourth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) (" Fourth Amendment - No. 3 " ). which Fourth Amendment - No. 3 was recorded June 9, 2005, as Instrument No. 2005-234212, Official Records of Alameda County, California. The Fourth Amendment deleted from the property covered by the Declaration certain property transferred to the City of Pleasanton for roadway purposes, amended Exhibit A, 1 to the Declaration so that Exhibit A-1 lists all the property, and only property, now subject to the Declaration, and made other correcting amendments.

N. The Association executed and recorded a Fifth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No . 3) ("Fifth Amendment- No. 3 " ). which Fifth Amendment - No. 3 was recorded April 28, 2008, as Instrument No. 2008-141080, Official Records of Alameda County, California. The Fifth Amendment allowed for the designation of a broad mix of uses, including residential use, on Lot 6.

0 . The Association executed and recorded a Sixth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 3) ("Sixth Amendment - No. 3"). which Sixth Amendment - No. 3 was recorded October 6, 2010, as Instrument No. 201 0-290243, Official Records of Alameda County, California. The Sixth Amendment allowed for the designation of a broad mix of uses on Lots 16B, 18B and 21 D.

P. The Association executed and recorded a Seventh Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 3) (" Seventh Amendment - No. 3 " ). which Seventh Amendment- No. 3 was recorded October 4, 2011 , as Instrument No. 2011-280578, Official Records of Alameda County, California. The Seventh Amendment approved an amendment to the Declaration to adopt the Transit Oriented Development Standards and Design Guidelines for Site 7E , Site 7G and the northerly portion of Site 6 as per Ordinance 2018 as well as a number of other smaller changes to preserve consistency within the document, to allow for selective application of the new Transit Oriented Development Standards and Design Guidelines for sites other than Site 7E , Site 7G and the northerly portion of Site 6, as determined by the City of Pleasanton for those sites where the Association has approved the appropriate use, and to allow for the designation of a broad mix of uses on Lot 31 D.

Q . The Association executed and recorded an Eighth Amendment to Declaration of Covenants, Condit ions and Restrictions for Hacienda Business Park (No . 3) (" Eighth Amendment - No. 3 " ). which Eighth Amendment - No. 3 was recorded November 17, 2011, as Instrument No. 2011 -328308, Official Records of Alameda County, California. The Eighth Amendment allowed for the designation of a broad mix of uses, including residential use, on Lot 18A and Lot 19.

R. The Association executed and recorded a Ninth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 3) ("Ninth Amendment- No.3" ). which Ninth Amendment- No. 3 was recorded May 8, 2012, as Instrument No. 2012-147572, Official Records of Alameda County, California. The Ninth Amendment prohibited animals f rom being kept within any Parcel except as expressly permitted.

S. The Association executed and recorded a Declaration of Covenants, Condit ions and Restrictions For Hacienda Business Park (No . 4) (" Declaration No. 4 " ). which Declaration No. 4 was recorded April S, 2013, as Instrument No. 2013-124373, Official Records of Alameda County, California.

T. Declaration No . 4 provides that the Declaration may be modified, amended or terminated, as to the whole of Hacienda Business Park, only upon the written consent of the Owners of sixty-six and two-thirds percent (66-o/a %) of the Property or by the Association upon a vote to modify, amend, or terminate by sixty-six and two-thirds percent (66-o/a% ) of all votes entitled to be cast.

U. The Board of Directors of the Association has conducted a vote of the Members proposing an amendment to the Declaration to allow the use of electronic communication w ith owner consent for purposes of delivering Association notices and documents.

V. More than sixty-six and two-thirds percent (66-o/a% ) of all votes entitled to be cast having voted in favor of the proposed amendment described in Recital U, the Association has determined to execute and record this First Amendment to make such amendment and modification effective.

NOW, THEREFORE, The Association hereby covenants, agrees and declares that Declaration No. 4 is hereby amended as set forth in this First Amendment.

1. Amendment to Section 1.29. Section 1.29 of Declaration No . 4 shall be amended to read as follows:

" 1.29 "Owner" means any person or entity which is the record Owner of fee simple title to any Parcel or the record Owner of a Condominium Unit where stated or required by the context. The condominium association or similar entity holding t it le to or managing a parcel developed as a Condominium shall be the owner for purposes of this Declaration. Owner includes a contract seller, but excludes (i) any person of entity holding such interest as security for the payment of an obligation, unless such security holder is in actual possession of a Parcel or Condominium Unit, and (ii) the Association or any public entity to which real property within the Park has been conveyed, sold or dedicated for street, recreation, Common Area, or f lood control purposes. Annually, or however often as requested by the Association, each Owner shall certify in writing its ownership of the respective Parcel, which certif ication shall include the contact information for such Owner. "

2. Amendment to Section 13.9. Section 13.9 of Declaration No. 4 shall be amended to reads as follows:

" 13.9 Notices. Any notice permitted or required herein may be delivered (i) personally, (ii) by first-class mail , postage prepaid, registered or certified mail, express mail, overnight delivery by an express service carrier, or (iii) by email, facsimile, or other electronic means, if the Owner or Association has consented in writing to that method of delivery. Consent to delivery by email , facsimile, or other electronic means may be revoked in writing by an Owner or the Association. If a document or notice is delivered personally, by express mail or overnight delivery, delivery is deemed to be complete upon receipt by the recipient. If a document

10 or notice is delivery by mail, delivery is deemed to be complete on deposit in the United States mail. If a document or notice is delivery by email, facsimile or other electronic means, delivery is deemed to be complete at the time of transmission. All notices shall be sent to the address last shown on the books of the Association or to the address of the applicable Parcel if no address has been given to the Association. All notices to the Association may be sent via email to the Association's manager identified on the Association web site (www.Hacienda.org)."

3. Affirmation. As amended herein. Declaration No. 4 is and remains in full force and effect.

ARTICLE 1

DEFINITIONS

The following terms used in this Declaration shall be applicable to this Declaration and to any amendments hereto and are defined as follows:

1. 1 "Articles" means the Articles of Incorporation of the Association, as amended from time to time.

1.2 " Assessment" means that portion of the costs of maintaining, improving, repairing, operating, and managing the Property and the Common Areas incurred by the Association which is to be paid by each Owner as determined by the Association.

1.3 "Association" means The Hacienda Business Park Owners Association, a nonprofit mutual benefit corporation organized under the laws of the State of California.

1.4 " Board " or " Board of Directors" means the governing body of the Association.

1.5 " Bylaws" means the Bylaws of the Association as amended from time to time.

1.6 "Common Area" or "Common Areas" means those areas, together with the improvements constructed or to be constructed thereon, within or adjacent to the Property (i) dedicated to the City for public street or other public purposes, or (ii) retained by the Owners or conveyed to the Association in fee or by easement for the use and benefit of the Park or all the Owners, or (iii) any other area, within or w ithout the Park, described herein as Common Area or which the Association is required to maintain by agreement with an entity or by the terms of any permit or approval issued to the Park. The Common Areas shall include, but are not limited to, the areas designated as " Common Areas " on the Common Area Map attached hereto as EXHIBIT B. The Common Areas identified on the Common Area Map include areas which are not maintained by the Association. The Association is responsible for maintenance of only those portions of the Comm"on Area subject to an agreement for maintenance thereof, all as more particularly set forth in Section 9 .1.1 (a) . Owners are responsible for maintenance of all areas within their individual Parcel(s) which are not maintained by the Association. Notwithstanding anything to the contrary set forth in this Section 1.6 or elsewhere in this Declaration, the Board may revise and modify the Common Area as necessary to conform to the definitions set forth above. In the event the Common Area is revised or modified, the Board shall prepare and provide to any Owner upon request a new Common Area Map, wl)ich new Common Area Map upon approval by the Board shall be deemed automatically substituted for the Common Area Map attached hereto as EXHIBIT B.

1. 7 "Common Expenses" means the actual and estimated expenses of maintaining and operating the Common Areas (including the Association Manager). the Improvements within the Common Areas, and any Improvements, facilities or services which are provided to all the Owners, but the cost of which cannot reasonably be segregated for each Owner, and any reasonable reserve for such purposes as found and determined by the Association, and all sums designated Common Expenses in this Declaration or in any of the other Project Documents.

1.8 "Condominium" shall mean a project which contains one or more Condominium Units.

1.9 "Condominium Unit" shall mean a nonresidential condominium unit as condominium unit may be defined under the laws of the State of California.

1.10 "Deannexation" means temporary suspension or permanent termination of this Declaration w ith respect to a Parcel or Parcels pursuant to Article 11.

1.11 " Declaration" means this Declaration of Covenants, Conditions, and Restrictions for Hacienda Business Park No. 4 , including the exhibits and tables attached thereto, as the above are amended from time to time.

1. 12 "Design Guidelines" means those guidelines which are contained in a booklet, as amended from time to time, issued by the Association and approved by the City of Pleasanton pursuant to the HBP PUD setting forth mandatory architectural, site development, landscaping, walkway, signage and other standards for improvements on or to any Parcel to be used by all Owners.

1.13 " Detachment" means Deannexation. ·

1.14 "Gross Square Footage" of a building or buildings means the sum of t he area of each floor, excluding mechanical penthouses and subgrade basements, measured horizontally to the outside faces of the exterior walls.

1. 15 "HBP PUD " means the Planned Unit Development (PUD-81 -30/PUD-85-8) approved by the City of Pleasanton for the Hacienda Business Park pursuant to City Ordinance No. 1325 on August 4 , 1987, including the Conditions of Approval attached thereto as Exhibit B, as amended by City Ordinance No. 1596 on June 15, 1993, as further amended by City Ordinance No. 1637 on October 20, 1994, and City Ordinance No. 2018 on March 1, 2011 , and as may be further amended from t ime to time.

11 1.16 "Improvement" or "Improvements" means and includes but is not limited to buildings, outbuildings, tracks, switches, bumpers, roads, driveways, parking areas, fences, screening walls and barriers, retaining walls, stairs, decks, water lines, sewers, electrical and gas distribution facilities, hedges, windbreaks, plantings, planted trees and shrubs, poles, signs, loading areas and all other structures, installations, and landscaping of every type and kind, whether above or below the land surface.

1.17 "Lot" means any Parcel, including Lots 1 through 37, inclusive, and Lots 51 through 60, inclusive, and Parcels B, C, D, F, and G, inclusive, shown on the Map, as such lots may be or may have been further subdivided or as lot lines may be or may have been adjusted.

1.18 "Maximum Floor Area Ratio" means the maximum permitted ratio of the gross square footage of the total area of a building or buildings on a Parcel to the total area of the Parcel, as set forth in the HBP PUD.

1.19 "Maximum Height" means the maximum permitted height of any Improvement on a Parcel, as measured from the top of the highest street curb installed on or immediately adjacent to the Parcel to the top of the highest point of any Improvement on a Parcel, or the vertical distance from the top of the building pad to the top of the highest point of any Improvement, whichever is greater. The Maximum Height for each Parcel is set forth in HBP PUD.

1.20 " Member" means a member of the Association as provided herein.

1.21 "Minimum Landscape Area" means the minimum area which must be landscaped on each Parcel, as set forth in the HBP PUD .

1 .22 "Minimum Landscape Ratio" means the minimum permitted ratio of the square footage of the total landscape area to the total Parcel area, as set forth irP the HBP PUD.

1.23 "Minimum Parking Ratio" means the minimum permitted ratio of the number of ·parking spaces on a Parcel to the Gross Square Footage of a building or buildings on a Parcel, as set forth in the HBP PUD.

1 .24 " Mortgage" means a deed of trust as well as a mortgage.

1.25 "Mortgagee" means a beneficiary or a holder of a deed of trust as well as a mortgagee of a mortgage.

1.26 "Mortgagor" means the trustor of a deed of trust as well as a mortgagor of a mortgage.

1.27 " Non-Member Affiliate" means a Non-Member Affiliate as provided in Section 2. 7 .

1.28 "Noncompliance Expense" means those costs and expenses expended by the Association as the result of an Owner's failure to comply with Section 6.1 .2, 6 .2, 7.2 or as otherwise set forth in this Declaration.

1.29 "Owner" means any person or entity which is the record Owner of fee simple title to any Parcel or the record Owner of a Condominium Unit where stated or required by the context. The condominium association or similar entity holding title to or managing a parcel developed as a Condominium shall be the owner for purposes of this Declaration. Owner includes a contract seller, but excludes (i) any person of entity holding such interest as security for the payment of an obligation, unless such security holder is in actual possession of a Parcel or Condominium Unit, and (ii) the Association or any public entity to which real property within the Park has been conveyed, sold or dedicated for street, recreation, Common Area, or flood control purposes. Annually, or however often as requested by the Association, each Owner shall certify in writing its ownership of the respective Parcel, which certification shall include the contact information for such Owner.

1 .30 "Parcel" means any legal parcel within the Property as shown on any subdivision, tract or parcel map recorded in the Official Records of Alameda County, California; provided that the term Parcel in this Declaration shall not mean individual units of a Condominium but shall include the Parcel of land upon which such Condominium Units are located.

1.31 "Person" means a natural person, a corporation, a limited liability company, a partnership, a trustee, or other legal entity.

1 .32 " Project Documents" means this Declaration, the Exhibits attached hereto, the Articles and Bylaws, the Design Guidelines, and the Rules and Regulations for the Members (defined in Section 9 .2.3). all as they may be amended or established from time to time by the Association.

1.33 "Property Line " means the boundary line of each Parcel. "Front Property Line" means the boundary line on any Street. " Side Property Line" means the boundary line which is not a Front Boundary Line and which intersects a Front Boundary Line. "Rear Property Line" means any other boundary line. References to the front, side, and rear of a yard, building or Parcel, shall be construed in accordance with the provisions of this Section. By way of example, a rectangular Parcel bounded on two sides by Streets shall have two front yards, two side yards and no rear yard.

1.34 " Reimbursement Expense" means those costs and expenses expended by the Association as the result of an Owner's failure to comply w ith Section 9.1. 1 (b) or as otherwise set forth in this Declaration.

1 .35 "Setback" means the minimum permitted distance between a Property Line and an improvement such as a building or a parking area, as set forth in the HBP PUD or Design Guidelines.

1.36 "Street" or "Streets" means any publicly dedicated street, highway, or other publicly dedicated thoroughfare within or adjacent to the Property and shown on any recorded subdivision or parcel map or record of survey, whether designated thereon as a dedicated street, boulevard , place, drive, road, terrace, way, lane, circle or court.

12 1.37 "Visible from Neighboring Property" or "Visible from Streets" means, with respect to any given object, that such object is or would be visible to a person six (6) feet tall having 20/20 vision and standing on any part of such neighboring Parcels or Streets at an elevation no greater than the elevation of the base of the object being viewed.

ARTICLE 2

ASSOCIATION ADMINISTRATION. MEMBERSHIP AND VOTING RIGHTS

2.1 Common Interest Development. The Association is known as Hacienda Business Park Owners Association, a nonprofit mutual benefit corporation, incorporated on September 20, 1982, which was formed to manage Hacienda Business Park, a Planned Unit Development.

2.2 Management of Common Areas . The administration of this Declaration as it applies to the Property and the Common Area and the management of the Common Area shall be vested in the Association in accordance with this Declaration and the Articles of Incorporation and Bylaws of the Association. The Owner of each Parcel, and of each Condominium Unit on any Parcel, covenants and agrees to the foregoing and that such Owner shall cooperate with the Association as requested by the Association. In addition to the power of administration of this Declaration and management of the Common Areas and as part of such powers, the Association shall have the powers set forth in Section 9.2 of this Declaration and elsewhere in this Declaration or the Bylaws, or both.

2.3 Membership. The Owner of a Parcel or of a Condominium Unit, except as provided in Section 2.7, shall automatically be a Member of the Association, and shall remain a Member thereof until such time as such Person ceases for any reason to be an Owner, at which time his membership in the Association shall automatically cease. Membership shall be held in accordance with the Articles and Bylaws. Notwithstanding that membership in the Association is held by the Owner of a Parcel, this Declaration is binding upon every tenant or other occupant of a Parcel as provided in Sections 12.1, 12.2, 12.3, and 12.4.

2.4 Transfer of Membership. Membership in the Association shall not be transferred, pledged , or alienated in any way, except upon the sale or encumbrance of the Parcel or Condominium Unit to which it is appurtenant, and then only to the new Owner, in the case of a sale, or Mortgagee, in the case of an encumbrance of such Parcel or Condominium Unit. A Mortgagee does not have membership rights until he becomes an Owner by foreclosure or deed in lieu thereof. Any attempt to make a prohibited transfer is void . In the event the Owner of any Parcel should fail or refuse to transfer the membership registered in his name to a new Owner, the Association shall have the right to record the transfer upon its books and thereupon any old membership outstanding in the name of the former Owner shall be null and void .

2.5 Membership and Voting Rights . The Association shall have one (1) class of voting membership. Each Owner of a Parcel shall be entitled to one vote for each full one-half ( Y:z ) acre contained in his Parcel. Where a Condominium has been constructed on a Parcel, the number of votes which the Owner of that Parcel would be entitled to cast shall be divided equally among the Owners of Condominium Units unless the Condominium plan provides for a different manner of division . Where the record ownership of fee simple title to a Parcel is jointly held by more than one Person, all such Persons shall jointly constitute one Member. The votes for such Parcel shall be exercised as such Persons shall jointly among themselves determine, but in no event shall more votes be cast with respect to any Parcel than the number of votes to which the Parcel is entitled. The Association shall have no obligation to determine the voting rights among such Persons.

2.6 Selection of Board of Directors . Members of the Board of Directors shall be elected according to the procedures established by the Articles and Bylaws, as amended from time to time. Directors may be, but need not be, Owners.

2.7 Non-Member Affiliates. The Owner, or owners association in the case of any residential development, of real property deannexed from the Park pursuant to Article 11 , shall be a Non-Member Affiliate of the Association so long as such deannexed property is subject to Assessment by the Association or payment or charge in lieu thereof by contract at the time of deannexation or pursuant to the Deannexed Property CC&Rs for such Project (as defined in Article 11.4). Non-Member Affiliates shall have only those voting rights in the Association set forth in their Deannexed Property CC&Rs approved by the Association. References in this Declaration to allocation of Assessments among Owners shall include the allocation to Non-Member Affiliates as well as among Owners. Assessments against Non-Member Affiliates or the Projects deannexed from this Declaration shall be determined as provided in the Deannexed Property CC&Rs or other recorded agreement between the then owner and the Association at the time of deannexation.

ARTICLE 3

APPROVAL OF PLANS

3.1 Design Review Committee. The Design Review Committee ("Committee") shall consist of not less than three (3) members. The Board , in its sole judgment, shall have the power to appoint or remove members of the Committee at any time. Members appointed to the Committee need not be Members of the Association. A majority of the Committee may designate a representative to act for it. In the event of death, incapacity or resignation of any member of the Committee, a successor shall be appointed by the Board. Neither the members of the Committee nor its designated representatives shall be entitled to any compensation for services performed pursuant hereto, provided, however, that the Committee may hire and pay consultants, architects or others to review the plans described in Section 3.2. If the Board does not appoint members of the Committee, the Board shall be and act as the Committee.

3.2 Approval of Plans Required. No Improvement shall be erected, constructed, substantially remodeled, rebuilt or reconstructed on any Parcel until the Preliminary Plans (as defined below) and Final Plans (as defined below) for such erection, construction, remodeling, rebuilding, or reconstruction have been submitted to and approved by the Committee. Preliminary Plans submitted by any person other than the Owner of the affected Parcel (e .g., a lessee of a Parcel) or any portion thereof, shall include therewith the written approval of said plans by the Owner of said Parcel. The Committee shall have no obligation to accept or review any plans which do not include such written approval.

13 3.2.1 Preliminary Plans. The Owner, lessee, or other occupant of the Parcel (the "Applicant") shall submit to the Committee, prior to submission to the City of Pleasanton for the City's review and approval, the preliminary plans and specifications ("Preliminary Plans"). prepared by an architect licensed to practice architecture in the State of California, in such form and containing such information as may be required from time to time by the Committee. Applicants shall obtain the current package of submission requirements and fees ("Submission Package") from the Association prior to making any submission of plans to the Association. Applicant shall be required to pay the appropriate fee (as set forth in the Submission Package) to the Association at the time it makes its first application to the Association.

3.2.2 Final Pli!ns. After the Committee and the City have approved in writing the Preliminary Plans and prior to the submission of Applicant's final plans to the City to obtain building permits, the Applicant shall submit in duplicate to the Committee complete and detailed final architectural, engineering , and landscaping and irrigation plans, specifications, and working drawings ("Final Plans") for the proposed Improvements. The Final Plans shall be in the form as may then be required by the City for review and approval by the City and shall contain such additional information as may be required by the Committee, provided the Final Plans need not include detailing with regard to interior improvements such as interior partitioning walls. The fee required to be paid to the Association by Applicant pursuant to Section 3 .9 shall be submitted with the Final Plans. No Final Plans shall be submitted to the City until this fee has been paid and such Final Plans have been approved by the Committee.

3.2.3 Plan Changes and Plans for Changes to Improvements. Any material changes to approved Preliminary Plans or approved Final Plans also must be submitted to and approved in writing by the Committee prior to submission to the City. Applications submitted to the Association for material changes to previously approved Preliminary or Final Plans ("Revised Plans") shall be submitted in accordance with the requirements of the Submission Package and Applicant shall pay the appropriate fee described therein at the time of the submission. Material changes to Preliminary or Final Plans shall include, without limitation, the following:

(a) Changes to the exterior surface of any Improvement on any Parcel, including the repainting (unless the same color is used) or texturizing of any exterior surface of any Improvement;

(b) alterations, subtractions, additions or changes to any landscaping on any Parcel; and

(c) alterations, subtractions, additions or changes to any paved area on any Parcel.

3.3 Basis for Disapproval. The Committee may disapprove any Preliminary Plans and/or Final Plans or any proposed changes to previously approved plans submitted hereunder on any reasonable ground, including, but not limited to, any of the following:

3.3. 1 Failure to comply with any of the provisions set forth in this Declaration;

3.3.2 Failure to include information in such plans and specifications as specified in the Submission Package or which may have been reasonably requested by the Committee;

3.3.3 Failure to comply with the Design Guidelines;

3.3.4 Incompatibility of the exterior design of proposed Improvements or of the appearance of materials to be used in the construction of any proposed Improvements with any existing Improvements or any Improvements which were previously approved by the Committee;

3.3.5 Inadequacy of the number of on-site parking spaces or objection to the design and location of the parking area;

3.3.6 The location of any proposed building or other Improvements upon a Parcel in relation to other Parcels;

3.3. 7 Objection to the grading plan for any Parcel;

3.3.8 Objection to the color scheme, finished proportions, style of architecture, height, bulk or appropriateness of any proposed Improvement in relation to other improvements, existing or previously approved by the Committee;

3.3.9 Objection to the landscaping plan, including objection to landscape materials in relation to other landscaping materials then used, or proposed for use and approved by the Committee;

3.3. 10 Adverse impacts on local traffic patterns arising from the proposed project;

3.3. 1 1 Failure to pay the applicable review fee described in the Submission Package pursuant to Section 3.9 ; and

3.3. 12 Any other matter which, in the judgment of the Committee, would render the proposed Improvements or use inharmonious with the general plan for improvement of the Park.

3.4 Approval/Disapproval. Subject to Section 3 .5, the Committee will notify the Applicant in writing of its approval or disapproval of Applicant's proposed plans, and in the case of a disapproval the Committee shall note the reasons for its decision. Upon approval by the Committee of any plans and specifications submitted hereunder, one ( 1 ) copy of such plans and specifications as approved shall be retained for permanent record by the Committee, and one ( 1) copy of such plans and specifications bearing such approval in writing shall be returned to the Applicant.

3.5 Result of Inaction. If the Committee fails either to approve or disapprove any of the plans described in this Article 3 within thirty (30) days after such plans have been submitted, it shall conclusively be presumed that the Committee has approved such plans; provided, however,

14- that if within said thirty (30) day period, the Committee gives written notice to the Applicant that additional t ime or information is required for the review of such plans, there shall be no presumption until the expiration of an additional thirty (30) days following the date of such written notice or the Committee's receipt of the additional information, whichever is later. The date of submission for the purposes of this Section 3.5 shall be the date on which the Applicant submits all of the plans and other documents and information required to be submitted pursuant to the requirements set forth in the Submission Package, or the date on which the Committee receives the applicable review fee from Applicant, as required by Section 3 .9, whichever is later.

3.6 Proceeding with Work. Upon receipt of a written notice of approval of the Final Plan described in this Article 3, the Applicant shall as soon as practicable satisfy all conditions of approval and diligently proceed with the commencement and completion of all approved work. In all cases , work shall commence within the later of (i) two (2) years from approval of the Preliminary Plan by the City, or (ii) one (1) year from approval of the Final Plan by the City, or (iii) two (2) years from the date of issuance by the City of the first (or only) building permit for such work, unless completion is prevented within said two (2) year period due to strike , fire, national emergency, natural disaster, or other supervening force beyond the control of Applicant; the goal being to provide the Applicant the greatest period of time to commence the work set forth in the Final Plan approved by the City. If work is not commenced within the time frame set forth above, the approval given pursuant to this Article 3, including any and all entitlements and permits issued in conjunction therewith, shall be deemed revoked, null and void, unless the Committee, pursuant to a request by the Applicant made in writing prior to expiration of the period set forth above, extends in writing the time for commencing work. In order for the Committee to extend the time for commencing work once a building permit has been issued, all plans for work that has not been completed must be resubmitted to the Committee for approval in accordance w ith the provisions of this Article 3 .

3. 7 limitation of Design Review Committee. In no event shall the Committee disapprove any plans and specifications solely on the basis of the Applicant's proposed use of the Parcel if such use is permitted pursuant to the Planned Unit Development (PUD) applicable to such Parcel, unless such use is specifically prohibited under Section 5.3 of this Declaration.

3.8 liability. In no event shall the Association, Board, or Committee, nor shall any of their employees, officers, directors or agents, be liable to any Owner, Applicant, lessee, licensee or occupant of real property subject to this Declaration for any damage, loss or prejudice suffered or claimed on account of any action or inaction pursuant to this Article 3, including, but not limited to, the following:

3.8.1 The approval or disapproval of any plans, drawings and specifications, whether or not said plans, drawings and specif ications are defective;

3.8.2 The construction of any Improvements or performance of any work, whether or not done pursuant to approved plans, drawings and specifications;

3.8.3 The install ation of any landscaping, whether or not installed pursuant to approved landscaping plans in accordance with the then applicable Design Guidelines; and

3.8.4 The development of any Pa rcel within the Park.

Every Owner, Applicant, lessee, invitee, licensee or occupant of such real property agrees not to bring any action or suit against the Association, Board, Committee, or any of their employees, officers, directors, or agents, to recover damages from or to seek equitable relief by reason of any action or inaction of the above Persons, and each and every Owner, Applicant, lessee, invitee, licensee or occupant hereby waives any right to do so .

3.9 Review Fees. The Applicant shall pay to the Committee the actual costs incurred by the Committee for the review of Preliminary Plans, Final Plans, Revised Plans, and any other plans, documents and materials submitted pursuant to Section 3 .2. The Committee may require the applicant to pay to the Committee with each submission the amount estimated by the Committee to be required , with any additional costs to be paid by or excess payment refunded to the Applicant at the t ime that plans are returned pursuant to Section 3.4.

3.10 Letter of Compliance. The Committee shall , w ithin twenty-one (21) days foll owing written request thereof by an Owner, execute and deliver to such requesting Owner a letter stating that the Preliminary Plans, Final Plans, Revised Plans, plan changes or plans for changes to Improvements specified in said request are in compliance with this Article 3, or, if said plans are not in compliance with this Article 3, a statement of the nature of such noncompliance.

ARTICLE 4

ARCHITECTURAL AND DEVELOPMENT STANDARDS

4.1 Parcel Size. Every Parcel shall be at least two (2) acres in area and no Parcel shall be subdivided into less than two (2 ) acres, provided, however that the Design Review Committee, in its sole judgment, shall have the right to approve the subdivision of a Parcel into Condominium Units or planned unit developments of less than two (2) acres. Any Owner subdividing a Parcel shall obtain a Lot or Parcel number designation from the Association for the Lot or Parcels to be formed by subdivision to maintain consistency in lot and parcel designations. Any Owner subdividing a Parcel shall provide to the Association a copy of the map or other document effecting such subdivision as recorded . Notwithstanding the foregoing, Lots 1E, 1F, 5F, 5G, 21C, 21D, 28, 29, 31C, 31D, 34A, 51C, and Parcel B (of former Lot 58A) as shown on Exhibit A- 1 may be less than two (2) acres in area .

4 .2 Development Standards. The development standards contained in the HBP PUD and in the Design Guidelines prescribe among other matters, Maximum Floor Area Ratios, Maximum Heights, Minimum Landscape Areas, Minimum Landscape Ratios, Minimum Parking Ratios, and Setbacks for each Parcel , according to the specific use of any Parcel and utility, screening, f ire safety, lighting, signage, drainage, and other design criteria. To the extent the development standards contained in the HBP PUD and the Design Guidelines are approved by the City

15 for application to a Parcel, the Board may, at its discretion, approve the same development standards approved by the City for such Parcel regardless of which design standards apply to the Parcel per the terms of the Project Documents, provided in no event may the Board alter or modify a Permitted Use set forth in the HBP PUD or the Design Guidelines for any Parcel without the prior consent of the Association. The Design Guidelines and the HBP PUD and the standards set forth in each of those documents, are an integral part of this Declaration as if fully set forth herein. The Design Guidelines and the standards set forth t herein cannot be subsequently amended w ithout the consent of the City.

4 .3 Special Construction Requirements. If human remains, artifacts or other archaeological or historical materials are encountered during construction activities on any Lot within the Park, the Owner shall promptly notify the City and all construction activities shall be halted until an evaluation by a qualified archaeologist can be made and a method for protecting and/or removing the materials (at such Owners' expense) can be accomplished . Except under exceptional circumstances, construction shall be halted for no longer than four (4) weeks.

4 .4 Determination of Violation. The Association, the Committee, or the designated agent of either, shall have the power to determine, in its sole and absolute discretion and judgment, upon its own initiative, or upon complaint by any Owner, whether a violation of any provision of this Article 4 is occurring upon any Parcel, and any such determination by it shall be conclusive.

ARTICLE 5

RESTRICTIONS ON OPERATION AND USE

5.1 Permitted Uses. The use of every Parcel shall be in compliance with the provisions of this Declaration and the HBP PUD, as each may be amended from t ime to t ime, and w ith the lawful use of sa id Parcel. Where either the lawful use or the use permitted by this Declaration is more restrictive than the other, the more restrictive shall apply. The Property shall be divided into Planning Districts as listed below. Unless otherwise prohibited by this Declaration, the Permitted Uses in each Planning District shall be the uses permitted by City Zoning for the Districts as listed below. Uses which are conditionally permitted under City Zoning shall be permitted only with the express approval of the Design Review Committee, which may be granted in its sole discretion and subject to such conditions as the Design Review Committee may impose.

5.1.1 MOIPD District. The MOIPD District shall include Parcels 2A, 28, 3, 4A, 48, SF, 5G, 9, 108, 1 OC , 1OD , 118, 1 1 E, 11 G, 11 H, 12A, 128, 13E, 148, 15, 16A, 17, 20, 21 B, 21 C, 22, 25A, 258, 28, 29, 30A, 308, 31 A, 31 C, 32, 33, 348, 34C, 340, 34E, 34F, 34G , 34H, 35A, 36, 538, 54, 55F, 568, 59, and Parcel F as shown on EXHIBIT A-2. Permitted Uses in this district shall be uses permitted in the MOIPD Districts by City Zoning .

5.1.2 MCOIPD District. The MCOIPD District shall include Parcels 1 A, 1E C, 1 D, 1 , 1 F, SA, 58, 50, 5E , 13A, 13G, 13H, 14A, 168, 188, 210, 310, 358, 37, 51C, 51G, 52, 53A, 56C, 57, 58A, 588, and 58C as shown on EXHIBIT A-2. Permitted Uses in this district shall be uses permitted in the MCOIPD Districts by City Zoning .

5.1.3 MCOIRPD District. The MCOIRPD District shall include Parcels 6, 7E , 7F, 7G , 18A, 19, 23A and 238 as shown on EXHIBIT A-2. Permitted Uses in this district shall be uses permitted in the MCOIRPD Districts by City Zoning.

5.2 Conduct of Permitted Uses. Except as expressly permitted by the Design Guidelines, all uses shall be performed or carried out entirely w ithin a Build ing designed and constructed for that use. Activities which cannot be carried on or w ithin a Building, other than those expressly permitted by the Design Guidelines, may nonet heless be permitted, but only if the Committee consents in writing to said use and to the location for such activity, and if said use is permitted by the then existing HBP PUD or other applicable land use regulations, and sa id use is not specifically prohibited by Section 5.3; provided, however that any permanent use shall be permitted only if (i) such activity is screened so as to not be Visible from Neighboring Property or Streets, and (ii) all lighting required for such use is shielded from adjacent Streets.

5.3 Prohibited Uses. The following operations and uses shall not be permitted on any Parcel:

(a) Res idential use of any type, except on those Parcels which are detached from this Declaration pursuant to the terms and conditions set forth in Section 11.4 of this Declaration.

(b) Trailer courts, mobile home parks or recreational vehicle camp grounds.

(c) Junk yards or recycling facilit ies .

(d) Drilling for and/or the removal of oil, gas or other hydrocarbon substances (except that this provision shall not be deemed to prohibit entry to the Property below a depth of f ive hundred (500) feet for such purposes) .

(e) Commercial excavation except in the course of approved construction.

(f) Distillation of bones.

(g) Dumping , disposal, incineration or reduction of garbage, sewage, offal, dead animals or refuse.

(h) Fat rendering .

(i) Stockyard or slaughter of an imals.

16 (j) Cemeteries.

(k) Refining of petroleum or its products.

(I) Smelting of iron, tin, zinc, or other ores.

(m) Jail or honor farms.

(n) Labor or migrant worker camps.

(o) Truck or bus terminals.

(p) Petroleum storage yards .

(q) Automobile or truck dealerships (except on Lot 51). wrecking, auto or truck repair or painting.

(r) Storage of radioactive materials, hazardous substances, hazardous wastes and/or medical wastes as such terms are defined in applicable federal, state, reg ional or local laws, rules , regulations or orders governing such matters, as amended from t ime to time, except to the extent the storage of such materials, and any related use or disposal thereof (i) involves only the presence of commercially reasonable quantities of such materials used or held for use in the ordinary course of business, where such use is ancillary or incidental to the on-site conduct of a primary business which is otherwise a permitted use under this Declaration, and (ii) is conducted in compliance with all applicable laws, rules, regulations, orders, permits, licenses and operating authorities having jurisdiction over such materials.

(s) Construction yards.

(t) Any other prohibited uses identified in the Design Guidelines.

5.4 Emissions . No use shall be permitted on any Parcel which:

(a) Emits dust, sweepings, dirt, cinders, fumes, odors, radiation, gases, or vapors;

(b) Discharges liquid or solid wastes or other harmful matter into the atmosphere or any stream, river, canal, flood control channel or other body of water, which may adversely affect (i) the health or safety of persons or (ii) the use or enjoyment of property within the Park, or (i ii) vegetation within the Park;

(c ) Discharges waste or any substance or materials of any kind into any public sewer serving the Park or any part thereof in violation of any regulations of any public body having jurisdiction;

(d) Produces intense glare or heat unless such use is performed only within an enclosed or screened area and then only in such manner that the glare or heat emitted will not be discernible from any property line of said Parcel;

(e) Creates a sound pressure level in violation of any regulation of any public body having jurisdiction;

(f) Allows the visible emissions of smoke or steam (outside any building). other than the exhausts emitted by motor vehicles or other transportation facilities, in violation of any regulation of any public body having jurisdiction; or motor vehicles or other transportation facilities, in violation of any regulation of any public body having jurisdiction; or

(g) Creates a ground vibration that is perceptible, w ithout instruments, at any point along any of the property lines of said Parcel.

5.5 Excavation; Water Wells. No excavation shall be made on, and no sand, gravel, soil, or other material shall be removed from, any Parcel except in connection with the construction of improvements. Upon completion of such construction, exposed openings shall be backfilled to grade, and disturbed ground shall be regularly removed from each Parcel, and shall be graded level and paved or landscaped in conformity with the requirements of the Project Documents. No water wells shall be drilled on any Parcel to obtain groundwater for the purpose of use as drinking water, f ire water, or irrigation or any other use; provided that this sentence shall not be construed to apply to groundwater monitoring activities of the Association.

5.6 Garbage and Refuse Disposal. A ll rubbish , trash and garbage will be regularly removed from each Parcel, and shall not be allowed to accumulate thereon. Trash, garbage and other waste shall not be kept except in sanitary containers. All incinerators or other equipment for the storage or disposal of such materials shall be kept in a clean and san itary condition.

5.7 Antennas and Other Devices . No television, radio or other electronic antenna, microwave or satellite dish one meter (39.37 inches) or greater in diameter; solar panel; or similar device of any type shall be erected, constructed, or permitted to remain on any Parcel unless or until the same shall have been approved in writing by the Committee.

5.8 Animals. Except as expressly permitted by the terms of the Project Documents, no more than one (1) domestic pet is permitted upon any Parcel.

5.9 Nuisances. No noxious, illegal, or offensive activities shall be carried on upon any Parcel, nor shall anything be done thereon which may be or may become an annoyance or nuisance to or which may in any way interfere with the quiet enjoyment of each Owner of his respective Parcel.

17 5.10 Truck Movement. All trucks entering or leaving the Park to or from either Interstate 580 or 680 shall only use Hacienda Drive and shall not use any other road or street for such purposes. Each Owner, lessee or other occupant of a Parcel shall require all truck drivers and operators to observe the foregoing requirement and the parking and traffic ordinances of the City. For purposes of this section a truck shall be any commercial vehicle with a vehicle weight, including load, of more than three (3) tons. The Association intends by this restriction to keep truck use of public streets outside of the Park, to a minimum.

5. 11 Transportation System Management.

5.11 .1 Requirement of TSM Program. Each Owner acknowledges and agrees that it is to the benefit of each and every Owner, that each Owner, lessee or other occupant of a Parcel or portion thereof use its Parcel or portion thereof in a manner which will control, regulate or otherwise minimize the number of automobile trips to and from such Parcel, particularly trips at peak commute hours. To minimize the number of automobile trips generated, each Owner, lessee, or other occupant of a Parcel or portion thereof shall, at its own expense, participate in any Transportation System Management Program ("TSM Program") which may be required by any ordinance adopted by the City.

5.11 .2 Enforcement. If an Owner, lessee, or other occupant of a Parcel or any portion thereof fails to participate in any TSM Program as required above, the Association shall have the right (but not the obligation) to do so, on behalf and at the expense of such Owner, lessee or other occupant. The Association may also bring an action at law or in equity to enforce the requirements of Section 5.11 .1, either in its own name or on behalf of all Owners. In any such action, the relief granted by the court may include damages, penalties, specific performance, or an order to cease the use of all or part of a Parcel not in compliance with the requirements of this Section 5. 11, or any combination thereof.

5.12 Determination of Violation. The Association, the Committee, or the designated agent of either, shall have the power to determine, in its sole and absolute discretion and judgment, upon its own initiative or upon complaint by any Owner, whether a violation or any provision of this Article 5 is occurring upon any Parcel, and any such determination by it shall be conclusive.

ARTICLE 6

MAINTENANCE AND REPAIR

6.1 Maintenance of Property.

6.1 .1 Maintenance Generally. Each Owner shall at all times keep, maintain, repair, and restore its Parcel, excepting any portion thereof within the Common Area which is maintained by the Association, and the Improvements, landscaping, and paving thereon in a sound, safe, clean and attractive condition in a manner which complies with the Project Documents and the HBP PUD . Each Owner shall also keep, maintain, repair, and restore its Parcel and the Improvements, landscaping and paving thereon in compliance with all c;~pplicable laws, ordinances and regulations.

6.1.2 Weed Abatement. Each Owner shall maintain its Parcel in a sightly, weed-free manner and shall maintain a regular program of weed control in compliance with City ordinances and the Rules and Regulations. Without limiting the generality of 6 .1.1, the Association shall maintain the strip of land fifty (50) feet wide along the Front Property Line of each Parcel until the date that the first building permit for construction of Improvements on such Parcel is issued. The Association shall bill the Owner of each Parcel so maintained for such maintenance, and any bill not paid within thirty (30) days after the due date shall be a Noncompliance Expense and shall be a Special Assessment against the Owner and his Parcel as provided in Section 8.4.

6.2 Failure to Maintain and Repair. If any Owner fails to maintain and repair its Parcel according to Section 6.1, the Association· may notify said Owner of the work required to comply with Section 6.1 and request that it be done within a reasonable time, but no more than thirty (30) days from the giving of such notice, or in the case of weed control, not more than ten (1 0) days from the giving of such notice. If the Owner has failed to commence and diligently pursue the required work within that period, the Association shall have the right, but not the obligation, to perform or cause such work to be done at such Owner's expense. If the Association elects not to perform or cause to be performed such work, the Association may bring an action at law or equity to enforce the provisions of Section 6.1. The costs incurred by the Association, including attorneys' fees and costs, shall be a Noncompliance Expense and shall be a Special Assessment against the Owner and its Parcel as provided in Section 8.4.

6.3 Right to Enter. The Association or its agent, and only the Association or its agent, may enter upon any Parcel when necessary in connection with the performance of or causing to be performed the maintenance or repair work described in Section 6.2.

ARTICLE 7

DEFAULTS IN PAYMENT OF LIENS

7 .1 Obligation to Pay Liens. Each Owner shall pay, prior to delinquency, all real property taxes, assessments, special district charges and all other public, governmental, quasi-public or quasi-governmental charges which are or may become a lien upon the Owner's Parcel and al l other liens which may be or become superior to this Declaration or any amendments thereto.

7.2 Right to Cure. If any Owner fails to t imely pay any lien or charge as provided in Section 7 .1, the Association shall have the right (but not the obligation) to cure such default. All costs and expenses, including attorneys' fees and costs, incurred by the Association in connection with such cure shall be a Noncompliance Expense and shall be a Special Assessment against said Owner and its Parcel as provided in Section 8.4.

18 ARTIClE 8

MAINTENANCE AND ASSESSMENTS

8.1 Creation of the lien and Personal Obligation of Assessments . Each Owner of any Parcel by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: ( 1) Annual Assessments or charges, which shall be payable as determined by the Association pursuant to Sections 8.3 and 8. 7, (2) Special Assessments, which shall be established and collected pursuant to Sections 8.4 and 8. 7, and (3) Emergency Assessments, which shall be established and collected pursuant to Sections 8.5 and 8.7. The Annual, Special, and Emergency Assessments, together with interest, costs, and reasonable attorneys' fees and costs incurred by the Association in the collection thereof, shall be a charge on the Parcel and shall be a continuing lien upon the Parcel against which each such Assessment is made, the lien to become effective upon recordation of a notice of Assessment. Each such Assessment, together with interest, costs, and reasonable attorneys' fees and costs incurred by the Association in the collection thereof, shall also be the personal obligation of the person who was the Owner of such Parcel at the time when the Assessment fell due. The personal obligation of an Owner for delinquent Assessments shall not pass to its successors in title unless expressly assumed by them but any lien created hereunder shall remain a charge against the Parcel except as to bona fide purchasers or encumbrances for value without notice and as set forth in Section 8.1 0. No Owner of a Parcel may exempt itself from liability for an Assessment by waiver of the use or enjoyment of the Common Area or by the abandonment of his Parcel.

8.2 Purpose of Assessments . The Assessments levied by the Association shall be used for the operation of the Association and the performance of any and all powers and duties of the Association set forth in this Declaration, the Bylaws, or required by law. Assessments may be used for, but shall not be limited to, the following :

8 .2.1 Common Area Maintenance. The improvement, operation and maintenance of the Common Area.

8.2.2 Security Measures. The provision of security patrols and other security measures deemed necessary by the Association.

8.2.3 Noise Studies and Mitigation. The preparation of acoustical studies and analyses for various portions of City streets, including but not limited to portions of Santa Rita Road, of West las Positas Boulevard, and of Hopyard Road to determine whether noise mitigation measures are required, and the payment of the cost of installing the noise mitigation measures, as more particularly described in Condition of Approval #16 to City Ordinance No. 1325.

8.2.4 Community Center. The payment of rent, maintenance, staffing, insurance, and other costs and expenses of operating a Community Center.

8.2.5 Air Quality Monitoring. The evaluation of the City of air quality impacts caused by development of the Park, the establishment of air quality standards and the development of a program to monitor and evaluate air quality impacts as the Park is developed.

8.2.6 Noncompliance Expenses. Noncompliance Expenses as provided in Sections 6.1.2, 6.2 and 7 .2.

8.2.7 Common Expenses. Common Expenses as provided in Section 8.10.

8.2.8 Groundwater Monitoring. The performance of groundwater quality studies and monitoring respecting groundwater beneath the Park .

8 .2.9 Maintenance Agreement. The performance of the Association's obligations under any agreement with the City for the maintenance of landscaping, street lighting, and other public improvements.

8.2.1 0 TSM Program. Establishment and operation of a TSM Program.

8.2.11 Reserve Fund . Establishment and maintenance of a reserve fund .

8.2.12 Other Purposes. Any other purpose, which in the reasonable judgment of the Association, shall be for the common good of the Park.

8.3 Annual Assessments. The amount of annual Assessments ("Annual Assessments") to be paid by each Owner to the Association shall be determined by the Association after giving due consideration to the current operation and maintenance costs and future needs of the Association (including any Common Expenses) . Written notice of the amount of the Assessments shall be sent to every Owner and the due date of the payment of same shall be set forth in said notice.

8.4 Special Assessments . In addition to the Annual Assessments, the Association may levy, in any assessment year, one or more special Assessments ("Special Assessments") for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair, or replacement of a capital improvement upon the Common Area or in the Park, or for (i) any Noncompliance Expense incurred by the Association pursuant to Sections 6.1.2, 6.2 and 7.2, (ii) any Reimburs~ment Expense incurred by the Association pursuant to Section 9.1.1 (b). and (iii) disciplinary reasons. Special Assessments shall be levied on the same basis as Annual Assessments, except where the Special Assessment is against one or more Owners for Noncompliance Expenses, as a Reimbursement Expense, or for disciplinary reasons .

8.5 Emergency Assessment. In addition to Annual Assessments and Special Assessments, the Association may levy, in any assessment year, one or more emergency Assessments ("Emergency Assessment") for the purposes of covering the following costs: (i) an extraordinary expense required by an order of the court; (ii) an extraordinary expense necessary to repair or maintain the Common Areas when a threat to personal safety is discovered, and/or (iii) an extraordinary expense necessary to repair or maintain the Common Area that could not have reasonably been foreseen by the Board in preparing and distributing the budget pursuant to Section 7 .5 of the Bylaws, provided, however,

19 that before the imposition or collection of an Assessment under this Section 8.5, the Board shall pass a resolution containing written findings as to the necessity of the extraordinary expenses involved and why the expense was not or could not have been reasonably foreseen in the budgeting process. The Board 's resolution shall be distributed to the Members together with the notice of Assessment. Emergency Assessments shall be levied on the same basis as Annual Assessments, all as more particularly set forth in Section 8 .7 . The Emergency Assessment levied shall be recorded on the Association's Assessment roll. An Emergency Assessment shall be due as a separate debt of the Owner and shall be payable in full to the Association within thirty (30) days after the mailing of the notice of Emergency Assessment or within such extended period as the Board shall determine to be appropriate under the circumstances giving rise to the Emergency Assessment. If an Emergency Assessment is not paid on or before the due date, the Assessment may be enforced in the manner provided for in Section 8.9 below.

8.6 Reserved Right to Form Maintenance District. Notwithstanding Sections 8.3 and 8.4, the Association reserves the right to petition the City for the establishment of a maintenance district, assessment district or other funding mechanism (hereafter referred to in this section as "district") to maintain, repair, restore, manage and operate the Common Area. The costs incurred by the district shall be assessed against each Parcel and collected with real property taxes in the manner provided by law. Each Owner hereby consents to, and waives any and all rights of notice and any and all rights of protest in connection with, the formation of such district and agrees to provide written evidence of such consent and waiver annually upon request of the Association.

8.7 Division of Assessments . All Annual and Special Assessments shall be charged to and divided among the Owners according to the ratio of the number of square feet of land contained within each Parcel to the total square feet of land contained in all Parcels which are subject to Assessments under this Declaration for that year, except for (i) select Non-Member Affiliates subject to separate written agreements, (ii) Special Assessments levied against an Owner for Noncompliance Expenses pursuant to Sections 6.1.2, 6.2 and 7 .2, (iii) Special Assessments levied against an Owner for a Reimbursement Expense pursuant to Section 9.1.1 (b). or (iv) Special Assessments levied against an Owner for disciplinary reasons. Assessments may be collected on a monthly or other basis, as determined by the Association.

8.8 Date of Commencement of Annual Assessment: Due Dates. Subject to the provisions of Section 8 .3 hereof, the Association shall determine and fix the amount of the Annual Assessment against each Parcel and send written notice thereof to every Owner in advance of each Annual Assessment period . The due dates shall be established by the Association. The Association shall , upon receipt of written demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association stating whether the Assessments on a specified Parcel have been pa id and said certificate shall be conclusive evidence of such payment.

8.9 Effect of Nonpayment of Assessments. Any Annual, Special, or Emergency Assessments levied against a Parcel which is not paid w ithin f ifteen (15) days after its due date shall be delinquent. W ith respect to each delinquent Assessment, the Association may, at its option, require the Owner to pay a late charge in the amount determined by law (" Late Charge" ). If any such Assessment is not paid w ithin thirty (30) days after the due date, the Assessment and the Late Charge plus reasonable costs of collection shall thereafter bear interest at the maximum rate permitted by law, and the Association may, at its option, bring an action at law or in equity against the Owner personall y obligated to pay the same, or in compliance with the notice provisions set forth herein, to foreclose the lien against the Parcel, either by power of sale or by an action at law. There shall be added to the amount of such Assessment, the Late Charge, al l costs of foreclosing said lien, including interest at the maximum rate permitted by law, and attorneys' fees and costs. Each Owner vests in the Association, its successors and assigns, the right and power to exercise the power of sa le or to bring all actions at law or in equity or lien foreclosure against such Owner for the collection of such delinquent Assessments.

No action shall be brought to foreclose an Assessment lien or to proceed on the power of sale herein provided until expiration of thirty (30) days after the date of notice of claim of lien is deposited in the United States mail, certified or registered mail, postage prepaid, to the Owner of said Parcel, and a copy thereof is recorded by the Association in the Office of the County Recorder of Alameda County; said notice of claim must recite a good and sufficient legal description of the affected Parcel, the record Owner or reputed Owner thereof, the amount claimed (which may, at the Association's option, include interest on the unpaid Assessments at the maximum rate permitted by law, plus attorneys' fees and costs and all expenses of collection in connection with the debt secured by said lien). the name and address of the claimant, and the name and address of the trustee authorized by the Association to enforce said lien by sale. Said notice of claim of lien shall be signed by the person designated by the Association for that purpose or the Association's President.

8.10 Transfer of Parcel by Sale of Foreclosure. Sale, transfer, lease or assignment ("transfer" ) of any Parcel shall not affect the Assessment lien. However, the transfer of any Parcel pursuant to Mortgage foreclosure shall extinguish the lien of such Assessment as to payments which became due prior to such transfer (except for an Assessment lien recorded prior to the Mortgage). No transfer shall relieve such Parcel from liability for any Assessments thereafter becoming due or from the lien thereof. Such unpaid share of Assessments shall be deemed to be " Common Expenses" collectible from the Owners of all of the Parcels which are then subject to Assessments under this Declaration, including the transferee pursuant to Mortgage foreclosure, his successors and assigns.

8. 11 Priorities; Enforcement; Remedies. When a notice of Assessment has been recorded against a Parcel, such Assessment shall constitute a lien on that Parcel prior and superior to all other liens except (1) all taxes, bonds, assessments and other levies which, by law, would be superior thereto, and (2) the lien or charge of any f irst Mortgage of record (meaning any recorded Mortgage with first priority over other Mortgages) made in good faith and for value.

Such lien, when delinquent, may be enforced by foreclosure by the Association, its attorney or other authorized person, after failure of the Owner to pay such Assessment in accordance with its terms, such foreclosure to be conducted in accordance with the provisions of Sections 2924 et. seq . of the Ca lifornia Civil Code, as they may be amended, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law.

The Association, acting on behalf of the Owners, shall have the right to bid for the Parcel at foreclosure sale, and to acquire and hold, lease, mortgage and convey the same . Suit to recover a money judgment for unpaid Assessments, rent, attorneys' fees, or any combination thereof, shall be maintainable without foreclosure or waiving the lien securing the same.

20 The Association may temporarily suspend the voting rights of a Member who is in default in payment of any Assessment, after notice and hearing as provided in the Bylaws.

8.12 Release for Cure. Upon the timely curing of any default for which a notice of claim of lien was recorded by the Association, the Association may record an appropriate release of such notice upon payment by the defaulting Owner of a fee determined by the Association, not to exceed Five Hundred Dollars ($500.00). to cover the costs of preparing and recording said release.

8.13 Cumulative Remedies. The Assessment lien and the rights to foreclosure and sale hereunder shall be in addition to and shall not exclude any other rights and remedies which the Association may have hereunder or at law or in equity.

8.14 Unallocated Taxes. Taxes assessed against the Common Area or the personal property of the Association shall be included in the Assessments made under the provisions of Section 8.1 and, if necessary, a Special Assessment may be levied against the Parcels in an amount equal to such taxes, to be paid in installments, thirty (30) days prior to the due date of each tax installment.

8.15 Exemption from Assessments. All property conveyed, sold or dedicated to the Association or any public entity, for street, recreation, Common Area or flood control purposes shall be exempt from the Assessments created herein .

ARTICLE 9

DUTIES AND POWERS OF THE ASSOCIATION

9.1 Duties. In addition to the duties enumerated in its Articles and Bylaws, or elsewhere in this Declaration, and without limiting the generality thereof, the Association shall perform the following duties:

9.1 .1 Maintenance of Common Area.

(a) Subject to the provisions of Section 9.1.1 (b). the Association shall maintain, repair, replace, restore, operate and manage all of the Common Area and all facilities, Improvements, furnishings, equipment and landscaping thereon which it is required to maintain, repair, replace, restore, operate and manage pursuant to the terms and conditions set forth in separate written agreements or by the terms of any permit or approval issued to the Park . Maintenance may include, but not be limited to: painting, maintaining, repairing and replacing of the Common Area (and other property which may be acquired by the Association) and the facilities, Improvements, furnishings, equipment and landscaping thereon.

(b) The Association shall not be responsible for maintenance and repair of the Common Area (or any other property) arising out of or caused by the willful or negligent act or neglect of an Owner, or his guests, tenants or invitees. The repair or replacement of any portion of the Common Area (or any other property) shall be the responsibility of the Owner whose act or neglect, or whose guests, tenants, or invitees, by act or neglect, occasioned such repair or replacements. Except in the event of emergency repair or replacement, at least fifteen (15) days before a decision is made regarding what type of repair or replacement is necessary, the Owner shall be given notice of the pending decision and an opportunity to be heard by the Association, either orally or in writing, not less than five (5) days before a decision to so repair or replace is made. Documentation pertaining to the type and cost of repair or replacement shall be included with the notice to the Owner. The Association shall have the right, but not the obligation, to make such repairs or replacements, the cost of which shall be a Reimbursement Expense chargeable to the responsible Owner and payable to the Association by the responsible Owner as a Special Assessment.

9.1.2 Insurance. The Association shall maintain such policy or policies of insurance as it deems necessary for the Common Areas.

9.1.3 Discharge of Liens. The Association shall discharge by payment, if necessary, any lien against the Common Area, and assess the cost thereof to the Owner or Owners responsible for the existence of said lien, provided that said Owner or Owners are given notice at least fifteen (15) days prior to the proposed discharge and the reasons therefor, and the opportunity to be heard by the Association, either orally or in writing, not less than five (5) days before the proposed discharge, before a decision to discharge is made.

9.1.4 Assessments. The Association shall fix, levy, collect and enforce Assessments as set forth in Article 8, subject also to the provisions of Section 9.1.1 (b) .

9.1.5 Payment of Expenses. The Association shall pay all expenses and obligations incurred by the Association in the conduct of its business, including, without limitation, all licenses, taxes or governmental charges levied or imposed against the property of the Association.

9.1.6 Maintenance District. Notwithstanding the provisions of Sections 9.1.1 through 9.1.5, the Association reserves the right to establish or cause to be established a maintenance district, assessment district or other funding mechanism (hereafter referred to in this section as "district") to maintain, repair, restore, manage and operate the Common Area pursuant to Section 8.6. Upon formation of the district, the duty of the Association to maintain, repair, restore, operate and manage the Common Area or portions thereof included in the district shall terminate.

9.1 .7 Weed Control. The Association shall maintain the strip of land fifty (50) feet wide along the Front Property Line of each Parcel until the date that the first building permit for construction of Improvements on such parcel is issued.

21 9.2 Powers. In addition to the powers enumerated in its Bylaws, or elsewhere herein, and without limiting the generality thereof, the Association shall have the following powers:

9.2.1 Easements and Rights of Way. The Association shall have the authority to grant, modify and terminate easements or rights of way where necessary for utilities and sewer facilities over the Common Area to serve the Common Area and the Parcels.

9.2.2 Manager. The Association shall have the authority to employ a manager or other person and to contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Association, provided that any contract with a firm or person appointed as a manager or managing agent shall not exceed a one ( 1) year term and may provide for the right of the Association to terminate the same immediately for cause and otherwise on thirty (30) days written notice.

9.2.3 Adoption of Rules. The Association shall have the power to adopt reasonable rules and regulations ("Rules and Regulations") not inconsistent with this Declaration relating to the use of the Common Area and all facilities thereon, and to the conduct of Owners and their tenants and invitees with respect to the Property and other Owners, and such rules shall be binding on all Owners and their tenants and invitees.

9.2.4 Access. For the purpose of performing any act reasonably related to the performance by the Association of its responsibilities, the Association's agents or employees shall have the right to enter any parcel in case of emergency.

9.2.5 Assessments, Liens and Fines. The Association shall have the power to levy and collect Assessments in accordance with the provisions of Article 8 hereof. The Association may impose penalties against any Owner for failure to pay assessments or for violation of any provision of the Project Documents or the HBP PUD . Penalties may include but are not limited to: fines, temporary suspension of voting rights, or other appropriate disciplinary action, or any combination thereof, provided that the accused Member is given notice at least fifteen ( 15) days before the proposed effective date of the imposition of said penalties and the opportunity to be heard by the Association, either orally or in writing, at least five (5) days before the proposed effective date of the imposition of said penalties, before a decision to impose the penalties is made.

9.2.6 Enforcement. The Association shall have the authority to enforce this Declaration in accordance with the provisions of Section 13.4.

9.2.7 Acquisition of Property. The Association shall have the power to acquire (by gift, purchase or otherwise). own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association.

9.2.8 Dedication. The Association shall have the power to dedicate, sell or transfer all or any part of the Common Area in which it holds an interest to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Board .

9.2.9 Contracts. The Association shall have the power to contract for goods and/or services for the Common Area facilities and interests or for the performance of any power or duty of the Association, subject to limitations elsewhere set forth in the Project Documents.

9.2.1 0 Security Services. The Association shall have the power to provide, or to contract for the provision of, security patrols or other security measures, or both, as the Association deems necessary or as required by the City.

9.2.11 Environmental Monitoring Programs. The Association shall have the power to establish or to participate in the estab!ishment of programs to monitor air quality, groundwater quality, noise levels, or traffic levels of service for Hacienda Business Park or for the surrounding region .

9.2.12 Delegation. The Association shall have the power to delegate its authority and powers to committees, officers or employees of the Association.

9.2.13 Variances.

(a) The Association, the Design Review Committee, or the designated agent of either shall have the exclusive right to grant to any Parcel or Owner thereof such variances from the covenants, conditions, restrictions and provisions set forth in the Project Documents as it, in its sole discretion, determines is in the best interest of the Park, except as otherwise provided herein, and provided that variances from the provisions of Sections 5.10 and 5.11 cannot be granted without the consent of the City of Pleasanton.

(b) Any variance granted hereunder shall be effective only if made in accordance with applicable law, and in writing.

9.2.14 Transportation System Management. The Association shall have the power to establish a Transportation System Management Program ("TSM Program") for the Park. The TSM Program may include dissemination of information on public transit, dissemination of information on and the establishment of carpooling, vanpooling and related programs and of subscription bus services. The TSM Program may include the projection of traffic levels likely to be generated by the use of Parcels or within the Park in the Association's sole judgment and the assignment to each Owner, lessee, or other occupant of a Parcel, of a target traffic generation reduction to be achieved through such programs. Each target traffic generation reduction shall be made on such basis as the Association reasonably deems appropriate.

22 9.2.15 Newspaper. The Association shall have the power to periodically publish and distribute, or contract for the publishing or distribution of, a newspaper.

9.2.16 Day Care Center. The Association shall have the power to establish and operate, or to contract for the establishment and operation, of licensed child care service centers located within the Park to provide child care services for children of employees of Owners, lessees, or other occupants of Parcels and others. The power granted herein shall include the power to purchase or lease any necessary space, equipment or supplies, to employ staff, and to incur such other costs and expenses as are reasonably necessary or desirable. The Association shall establish in its discretion charges for such service, which may vary according to the income of the employee using such service, as the Association shall deem desirable. The charges established by the Association need not cover the total costs of establishing and operating the day care center, and if not, any deficit may be paid by the Association from annual Assessments.

9.2.17 Ownership Charges. The Association shall have the power to pay any ownership charges or similar charges based on minimum revenues required under contracts for the provision of electricity and gas services to the Property by Pacific Gas and Electric Company.

9.2.18 Common Utility Contracts. The Association shall have the right to negotiate electricity, telecommunications, or other such contracts on behalf of all Owners, but no Member shall be required to join such pooled contract.

9.2.19 Development Agreement. The Association shall have the power to assume the obligation of delivering to the City of Pleasanton annual reports required under the development agreements with the City of Pleasanton for the Park and any other reports required from time to time regarding development of the Park . ·

ARTICLE 10

EASEMENTS AND RIGHTS OF ENTRY

1 0.1 Public Service Easement. The Association has reserved, granted, and recorded a Public Service Easement along the Front Property Line of all Parcels. The Public Service Easement shall be utilized for landscaping, walkways, driveway access to Streets, connections to all underground public utilities, monument signs, utility trench, and/or any other use permitted by the Design Guidelines, as more particularly set forth in the Design Guidelines.

10.2 Enforcement, Maintenance and Repair. The Association reserved and reserves for itself, its successors and assigns. together with the right to grant and transfer the same, nonexclusive easements over the Common Area and the Parcels as necessary to maintain, repair, restore. manage and operate the Common Area and to perform all other tasks, including the enforcement of this Declaration, in accordance with the provisions of this Declaration. Such easements shall be established and used so as not to unreasonably interfere w ith the use and enjoyment by the Owners of their Parcels and any damage caused thereby shall be repaired by the Association, at its expense.

10.3 Utilities and Maintenance. Easements over and under the Property for the installation, repair, and maintenance of electric, telephone, water, gas, and sanitary sewer lines and facilities, drainage facilities, walkways, and landscaping as shown on the parcel maps encumbering all or any portion of the Property or any subsequent parcel map further dividing or resubdividing any Parcels of the Property and as may be hereafter required or needed to service the Property, were reserved and are hereby reserved by the Association and its successors and assigns, together with the right to grant, modify, terminate, and transfer the same.

10.4 General. Each of the easements provided for in this Declaration shall be deemed to be established upon the Recordation of this Declaration, and shall henceforth be deemed to be covenants running with the land for the use and benefit of the Parcels and the Owners thereof and the Common Area superior to all other encumbrances applied against or in favor of any portion of the Property. Notwithstanding anything herein expressly or impliedly to the contrary, this Declaration shall be subject to all easements heretofore or hereafter granted by the Association or its successors or assigns, including those shown on the parcel maps encumbering the Property or any subsequent parcel map further dividing or resubdividing any Parcels of the Property, for the installation, repair and maintenance of public services and utilities that are necessary for the development and operation of the Property, including without limitation sanitary sewer, water and drainage systems.

10.5 Right of Entry. The Association, the Board , the Design Review Committee, and their authorized agents, representatives, assignees and employees shall have the right to enter upon and inspect any Parcel for the purpose of ascertaining whether or not the provisions of this Declaration have been or are being complied with, and taking whatever corrective action may be deemed necessary or proper, consistent with the provisions of this Declaration, and shall not be deemed guilty of or liable for trespass by reason on such entry. However, nothing herein shall be construed to impose any obligation upon the Association, the Board, or the Design Review Committee to maintain or repair any portion of any Parcel or Improvement thereon which is to be maintained or repaired by the Owner thereof. Nothing in this Section shall in any manner limit the right of any Owner to the exclusive occupancy and control over its Parcel. However, each Owner shall permit access to such Owner's Parcel by any Person authorized by the Association, the Board, or the Committee as reasonably necessary, such as in the case of any emergency originating on or threatening such Parcel or the Property, whether or not such Owner is present.

10.6 Indemnity. Each grantee of any easement granted under Section 10.2 shall indemnify and hold the grantor harmless from and against all claims, liabilities and expenses arising out of or in any way connected with or resulting from the grantee's use of any easement hereby granted. Each grantee agrees that the use of the easement granted under Section 10.2 shall not unreasonably interfere with the business operations of the grantor.

23 ARTICLE 11

DURATION, MODIFICATION AND TERMINATION

11.1 Duration of Restrictions. This Declaration shall continue and remain in full force and effect at all times with respect to any and all real property now or hereafter made subject to this Declaration (subject, however, to the right to amend and repeal as provided for herein) until and including December 31, 2039. Thereafter, this Declaration shall be automatically renewed for successive periods of twenty (20) years each unless at least one (1) year prior to such renewal the Owners of sixty-six and two-thirds percent (66-%%) of the Property, or the Association upon vote of Members owning sixty-six and two-thirds percent (66-%%) of the Property, record a notice that this Declaration shall not be renewed and shall expire.

11.2 Modification and Tarmination. This Declaration or any provision hereof, or any covenant, condition or restriction contained herein, may be modified, amended or terminated, as to the whole of Hacienda Business Park, only upon the written consent of the Owners of sixty-six and two-thirds percent (66-%%) of the Property or by the Association upon a vote to modify, amend, or terminate by sixty-six and two-thirds percent (66-%%) of all votes entitled to be cast.

11.3 Annexation . The Association shall have the right to cause additional real property to be added to the real property governed by this Declaration. The Association shall do so by executing and recording an amendment to this Declaration with the Alameda County Recorder stating that said real property is added to the real property governed by this Declaration. All real property added to the real property governed by this Declaration shall be included in the definition of "Property" and "Park."

11.4 Deannexation. The Association shall have the right to temporarily suspend or permanently terminate this Declaration with respect to any portion of the Property. All real property otherwise subject to the terms of this Declaration which is zoned, or becomes zoned, for residential uses will be deannexed from the Association upon the occurrence of all of the following events:

(a) The City approving a plan for residential development of any portion of the subject property;

(b) The Committee approving Final Plans for development of the subject property per the terms of Section 3.2.2 of this Declaration;

(c) The Owner of the subject property recording against the subject property a Deannexation Agreement, all as more particularly set forth below; and

(d) The Owner of the subject property recording against the subject property either (i) new Covenants, Conditions, and Restrictions ("Deannexed Property CC&Rs"). or (ii) an agreement requiring the Owner to record new Deannexed Property CC&Rs against the subject property prior to the first certificate of occupancy being issued for any residential unit w ithin the subject property, all as more particularly set forth below.

11 .4 .1 Deannexation Agreement. Prior to the subject property being deannexed from the Association (each "Deannexed Property"), the Owner thereof shall enter into a Deannexation Agreement with the Association. Each Deannexation Agreement shall include terms which (i) provide for the provision of the same services offered by the Association to all Owners, which the Owner of the Deannexed Property may elect to or not to receive from the Association, (ii) regardless of the services selected by the Owner of the Deannexed Property, provide for the Owner to pay the same Assessments as an Owner based on the formula established in Section 8 . 7 of this Declaration, (iii) require the Owner, pursuant to the terms and conditions set forth in Article 3, to obtain approval of all plans to erect, construct, substantially remodel, rebuild, or reconstruct any Improvements located within the Deannexed Property which are adjacent to or visible from other Property within the Project, (iv) provide for the payment of Attorneys' Fees to the prevailing party in the event of a dispute regarding the terms and conditions of the Deannexation Agreement between the Owner of the Deannexed Property and the Association, and (v) provide for a term concurrent with this Declaration. If the Owner of the Deannexed Property elects to record the Deannexed Property CC&Rs required below following deannexation of the Deannexed Property from the Project, the Deannexation Agreement shall also include terms requiring that the Deannexed Property CC&Rs incorporate those terms set forth below.

11.4.2 Deannexed Property CC&Rs. The Owner of the Deannexed Property shall prepare and record against the Deannexed property a set of Deannexed Property CC&Rs which shall be approved by the Board prior to being recorded. In addition to those terms normally contained in covenants, conditions and restrictions, the Deannexed Property CC&Rs shall include terms which: (i) provide for the provision of the same services offered by the Association to all Owners, which the association may elect to or not to receive from the Association, (ii) regardless of the services selected by the association, provide for the association to pay the same Assessments as an Owner based on the formula established in Section 8 .7 of this Declaration, (iii) require the association, pursuant to the terms and conditions set forth in Article 3, to obtain approval of all plans to erect, construct, substantially remodel, rebuild, or reconstruct any Improvements located within the Deannexed Property which is adjacent to or visible from other Property within the Project, (iv) provide for the payment of Attorneys' Fees to the prevailing party in the event of a dispute regarding the terms and conditions of the Deannexation Agreement between the association and the Association, and (v) provide for a term concurrent with this Declaration, (vi) reserve to the Association any and all easements and other property interests deemed necessary by the Association for continued operation of the Park; (vii) identify the voting rights of the association, if any, in the Association, and which officer of the association shall be the voting representative; and (viii) establish the Association as a third party beneficiary to the Deannexed Property CC&Rs. Notwithstanding the foregoing, in the event the Deannexed Property is not run by a separate association, but rather that the Owner of the Deannexed Property or a subsequent owner continues to own and operate the Deannexed Property, the Deannexation Agreement shall continue to control with respect to those obligations that require the existence of a single entity and shall include those additional provisions which would normally be included in Deannexed Property CC&Rs. In such case, the requirement to record Deannexed Property CC&Rs against the De annexed Property may be waived by the Board .

24 1 1.5 Special Provisions for Governmental Use.

1 1 .5. 1 Lot 1 E; United States Postal Service. Notwithstanding any provision in this Declaration to the contrary, certain provisions of this Declaration shall not apply to the Owner of Lot 1 E in the Hacienda Business Park during any period in which the Postal Service is the owner or user of Lot 1 E.

11 .5. 1.1 Period During which Postal Service is the Owner of Lot 1E. For the period during which the Postal Service is the owner of Lot 1 E, the following provisions of this Declaration shall not apply to the Postal Service:

(i) 4 .14 re Special Construction Requirements; (ii) 4 .1 5 re Determination of Violation; (iii) 5.1 re Permitted Uses; (iv) 5.2 re Conduct of Permitted Uses; (v) 5.10 re Truck Movement; (vi) 5.1 1 re Transportation System Management; (vii) 5. 1 3 re Determination of Violation; (viii) Article VI re Maintenance and Repair; provided, however, that any conveyance by the Postal Service shall be subject to Article VI ; and (ix) Article VIII re maintenance and Assessments; provided however, that the Postal Service pays its "fair share" , based upon the square footage of Lot 1 E of Assessments (including special assessments) imposed by the Association promptly upon receipt of a bill for such Assessments from the Association.

11 .5. 1.2 Period During which the Postal Service is the Occupant of Lot 1E. For purposes of this provision, the Postal Service shall be deemed to be the "occupant" of Lot 1 E if it maintains and operates a U.S. Post Office on Lot 1 E. For the period during which the Postal Service is the occupant of Lot 1 E, the following provisions of this Declaration shall not apply to the Owner of Lot 1 E:

(i) 4.14 re Special Construction Requirements; (ii) 4.1 5 re Determination of Violation; (iii) 5.10 re Truck Movement; and (iv) 5.1 1 re Transportation System Management.

1 1 .5.2 BART. Notwithstanding any provision in this Declaration to the contrary, so long as Lots 54 and 56B ("BART Land") is owned by Bay Area Rapid Transit ("BART") and used by BART exclusively for transit related purposes, the provisions of the Declaration shall not apply to either BART or the BART Land . This Section 1 1 .5.2. shall (i) not be amended (notwithstanding any language in Section 1 1 .2 to the contrary) without BART's prior written consent, (ii) be for BART's sole benefit, and (iii) enforceable only by BART.

1 1 .5.3 Deannexation of Lot 16A. Notwithstanding any provision of this Declaration to the contrary, during any period in which Lot 1 6A is used or held solely for governmental purposes, Lot 1 6A shall not be subject to this Declaration or obligated to pay the Assessments imposed hereunder, subject to the following terms and conditions:

1 1 .5.3 . 1 If Lot 1 6A (or any portion of Lot 1 6A) is not used or held for governmental purposes, then Lot 1 6A (or the relevant portion thereof) shall immediately and automatically again become liable for the Assessments imposed hereunder and shall comply fully with the Declaration. For purposes of this Section 1 1 .5.3, the incidental or occasional use of a portion of Lot 1 6A by a private organization pursuant to the standard policies of the governmental agency, shall not constitute a nongovernmental use. For example, if public school classrooms and recreational facilities are constructed on Lot 1 6A, the occasional use of those facilities by Hacienda Owners and their tenants shall not constitute a nongovernmental use.

1 1 .5.3.2 During any period in which Lot 1 6A (or any portion thereof) is deannexed from the Declaration pursuant to this Section 1 1 .5.3, the Owner of Lot 1 6A shall maintain this Lot and the improvements thereon (including , without limitation, landscaping, building exteriors, paved areas , equipment and other improvements) in a sound , safe, clean and attractive condition. If such Owner fails to perform such maintenance, then the Association shall have the right to enter Lot 1 6A to make reasonable maintenance and repairs at such Owner' s expense, provided that the Association has given at least thirty (30) days prior written notice to such Owner (in the manner and to the persons indicated in the Rider to the Grant Deed recorded on Lot 1 6A on February 16, 1 995). If the Owner of Lot 1 6A fails to pay the Association for the expenses it incurs pursuant to this Section 1 1 .5.3 .2 within thirty (30) days of such Owner's receipt of an invoice for such expenses, the Association shall have the right to employ any and all legal remedies which may be available to enforce the collection of the debt.

1 1 .5.3 .3 This Section 1 1 .5.3. shall not be amended without the written consent of the Pleasanton Unified School District.

1 1 .5.4 Lot 25A and Parcel F; Recreational Park. Notwithstanding any provision in this Declaration to the contrary, so long as Lot 25A or Parcel F are owned by the City of Pleasanton and used for park and recreational purposes, the provisions of this Declaration shall not apply to the City of Pleasanton or Lot 25A or Parcel F.

ARTICLE 12

OWNERS' COVENANTS OF ACCEPTANCE

1 2.1 Constructive Notice and Acceptance. Every Person who now or hereafter owns, occupies or acquires any right, title or interest in or to any portion of the Property subject to this Declaration is and shall be conclusively deemed to have consented and agreed to every covenant,

25 condition and restriction contained herein, whether or not any reference to this Declaration is contained in the instrument by which such person acquired an interest in said property. In the event an Owner encumbers all or any portion of one (1) or more Parcels with any financial debt, notice of which is recorded against such Parcel(s) in the Alameda County Records, the Owner responsible for the same shall provide a copy of the recorded document to the Association within thirty (30) days of the same being recorded .

12.2 Project Documents. By its acceptance of a deed to a Parcel, each Owner and every other Person who now or hereafter occupies any Parcel or portion thereof is and shall be conclusively deemed to have examined and accepted this Declaration and any amendments thereto, the Articles, the Bylaws, the Design Guidelines and any or all other Project Documents, whether or not said deed contained any reference to the Project Documents.

12.3 Leasing of Property, Subject to this Declaration. Every lease or other agreement for the hire ("lease") of any portion of the Property subject to this Declaration shall be subject to the provisions of this Declaration, and every tenant or occupant of a Parcel or a portion thereof shall in all applicable respects comply with the provisions of this Declaration. Every Owner shall:

12.3.1 Include in any agreement for the lease of all or any portion of his Parcel a specific provision that said lease is subject to this Declaration that the tenant or occupant of the Parcel will comply with the provisions of this Declaration, and that such provisions are an integral part of the lease; and

12.3.2 Not execute a lease to any portion of the Property without complying with the provisions of Section 12.3.1; provided, however, that an Owner's failure to do so shall not diminish the effect of this Declaration with respect to any such lease. No lease shall become effective until a tenant or occupant has executed a lease containing the provision required in Section 12.3 .1; and

12.3.3 Notify the Association of the transferred interest, which notice shall include the name and address of the tenant, the location of the Property being leased, the square footage of the property being leased, and the term of the lease.

12.4 Supplemental Covenants, Conditions, and Restrictions. In the event any Parcel(s). other than a Parcel which is deannexed from the Association pursuant to the terms of Section 11.4 above, is encumbered with supplemental covenants, conditions and restrictions or any other restrictive covenant applicable to only the Parcel(s) identified in such document, the supplemental covenants, conditions, and restrictions or other restrictive covenant (the "Supplemental Document") shall (i) include a provision which requires the parties subject to the terms of the Supplemental Document to comply with the terms of the Project Documents, (ii) be consistent with the terms of the Project Documents, (iii) provide for the Project Documents to control in the event of any conflict between the Supplemental Document and the Project Documents, (iv) identify how the voting interests in the Association are being allocated among all of the parties subject to the Supplemental Document so as to insure protection of the voting rights of all such parties in the Association, all as more particularly set forth in the Project Documents, and (v) identify the voting member(s) of the Parcel(s) and where notices should be sent to the voting member(s). The Owner creating or responsible for the creation of a Supplemental Document shall provide a copy thereof to the Association prior to final approval and recordation of the same. The Association shall have the right, but not the obligation, to approve all such Supplemental Documents. A copy of the final Supplemental Document shall be kept on file by the Association. The terms and conditions of this Section 12.4 shall apply to any and all new Supplemental Documents, and all amendments, modifications, or revisions to existing Supplemental Documents encumbering one (1) or more Parcels.

ARTICLE 13

GENERAL PROVISIONS

13.1 Approvals. Any formal or informal consent, approval or permission given by the Board or the Association, or any ostensible agent thereof, shall not be construed as consent, approval or permission by the City or any other government agency, entity or authority.

13.2 Exhibits. All exhibits are attached to, and are made an integral part of, this Declaration.

13.3 Waiver of Liability. In no event shall the Association, the Board, the Design Review Committee, or any of their employees, directors, officers, or agents, be liable to any Owner, lessee, licensee, guest or occupant of real property subject to this Declaration by reason of any mistake in judgment, nonfeasance, action or inaction, or for the enforcement or failure to enforce any provision of this Declaration. Every Owner, lessee, licensee or occupant of such real property by acquiring his interest therein agrees not to bring any action or suit against the Association, the Board , the Design Review Committee, or any of their employees, directors, officers or agents to recover damages from or to seek equitable relief by reason of the foregoing, and each and every Owner, lessee, licensee or occupant hereby waives any right to do so .

13.4 Enforcement. The Association shall have the right, but not the obligation, to enforce the provisions of this Declaration. If the Association or the City determines that there is a breach or violation of any of the provisions of this Declaration and the Association fails to act with respect thereto within thirty (30) days after written demand by the City or by any Owner to take such action, then the Association shall have no liability whatsoever which may arise out of or in connection with the Association's failure to so act. The City or any Owner shall then have the right to enforce the provisions of this Declaration, provided that (i) if a variance has been granted pursuant to Section 9.2.13 with respect to such alleged violation such variance shall be conclusive that no violation is occurring, and (i i) if the Association determines that no violation is occurring, and determination shall be conclusive upon every Owner, but not the City, that the alleged violation is not occurring. In any action brought by the Association, the City, or an Owner to enforce the provisions of this Declaration, the Association, the City, or the Owner, as the case may be, shall be entitled to recover its attorneys' fees and costs.

13.5 Invalidity of any Provision. Should any provisions or portion hereof be declared invalid or in conflict w ith any law of any jurisdiction where the Property is situated, the validity of all other provisions and portions hereof shall remain unaffected and in full force and effect.

13.6 Mortgage Protection Clause. No breach of any of the covenants, conditions and restrictions herein contained, nor the enforcement of any lien provisions herein, shall render invalid the lien of any first Mortgage (meaning a Mortgage with first priority over any other Mortgage)

26 on any Parcel made in good faith and for value, but all of said covenants, conditions and restrictions shall be binding upon and effective against any Owner whose title is derived through foreclosure or trustee's sale, or otherwise.

13.7 Owner's Compliance. Each Owner, tenant or occupant of a Parcel shall comply with the provisions of this Declaration, and to the extent they are not in conflict with the Declaration, the Articles or Bylaws, decisions and resolutions of the Board, the Association, or its duly authorized representatives, as amended from time to time, and failure to comply with any such provisions, decisions, or resolutions shall be grounds for an action to recover sums due, for damages, for injunctive relief or for other relief. Each Owner, tenant or occupant of a Parcel shall also comply with aU applicable laws, statutes, ordinances and regulations, including any ordinances approving a development plan for a planned unit development of the Property and shall defend, indemnify and hold harmless the Association from any loss, claim, liability or expense, including attorneys' fees, arising out of or in connection with its failure to comply therewith or with the provisions of this Declaration.

All agreements and determinations made by the Association in accordance with the voting procedures established in this Declaration, the Articles of Bylaws, shall be deemed to be binding on all Owners, their successors and assigns.

13.8 Attorneys' Fees. In the event of any controversy, claim, or dispute arising out of or relating to this Declaration or the interpretation or breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees, and costs, as determined by the court.

13.9 Notices. Any notice permitted or required herein may be delivered (i) personally, (ii) by first-class mail, postage prepaid, registered or certified mail, express mail, overnight delivery by an express service carrier, or (iii) by email, facsimile, or other electronic means, if the Owner or Association has consented in writing to that method of delivery. Consent to delivery by email, facsimile, or other electronic means may be revoked in writing by an Owner or the Association. If a document or notice is delivered personally, by express mail or overnight delivery, delivery is deemed to be complete upon receipt by the recipient. If a document or notice is delivery by mail , delivery is deemed to be complete on deposit in the United States mail. If a document or notice is delivery by email, facsimile or other electronic means, delivery is deemed to be complete at the time of transmission. All notices shall be sent to the address last shown on the books of the Association or to the address of the applicable Parcel if no address has been given to the Association. All notices to the Association may be sent via email to the Association's manager identified on the Association web site (www.Hacienda.org).

IN WITNESS WHEREOF, the undersigned has executed this Declaration.

Date: March 12, 2013 HACIENDA BUSINESS PARK OWNERS ASSOCIATION

By: Greg Canfield

Its: President

By: Roland Yamanaka

Its: Secretary

ACKNOWLEDGMENTS

27 EXHIBIT A-1

DESCRIPTION OF PARCELS SUBJECT TO THIS DECLARATION lots 1 through 7, 9 through 23, 25, and 28 through 37 shown on Parcel Map No. 3858, recorded in Book 135 of Maps, Pages 49 to 56, Official Records of Alameda County, California. lots 51 through 59, Parcels B, C, 0, F, and G shown on Parcel Map No. 3863, recorded in Book 161 of Maps, Pages 15-30, Official Records of Alameda County, Ca li fornia. Parcels 50 and 5E shown on Parcel Map No . 6946, recorded in Book 232 of Maps, Pages 78-80, Official Records of Alameda County, California. Excepting therefrom the real property described on Schedule 1 to this Exhibit A-1.

SCHEDULE 1 to EXHIBIT A-1 PROPERTY EXCEPTED FROM EXHIBIT A-1

PARCEL 1: All THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF LOT 56B, AS SAID LOT IS DELINEATED AND SO DESIGNATED ON THAT CERTAIN MAP ENTITLED, "PARCEL MAP 3863" ETC ., FILED MAY 22, 1986, IN BOOK 161 OF MAPS, AT PAGES 15 THROUGH 30 THEREOF, RECORDS OF ALAMEDA COUNTY, CALIFORNIA; THENCE ALONG THE NORTHERN LINE OF SAID LOT 56B, NORTH 89° 11 ' 41 " WEST !THE BEARING OF SAID NORTHERN LINE BEING TAKEN AS NORTH 89° 11 ' 41 " WEST FOR THE PURPOSE OF MAKING THIS DESCRIPTION). SAID LINE BEING ALSO THE SOUTHERN LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL ONE IFEEI IN THE DEED FROM PRUDENTIAL INSURANCE COMPANY OF AMERICA, A NEW JERSEY CORPORATION, TO ALAMEDA COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, DATED FEBRUARY 23, 1984 AND RECORDED MARCH 28, 1984, AS SERIES NO . 84-059954, OFFICIAL RECORDS OF ALAMEDA COUNTY, CALIFORNIA, 34.83 FEET; THENCE CONTINUING ALONG SAID LINE, NORTH sa• 28' 14" WEST, 126.10 FEET; THENCE LEAVING SAID LINE, NORTH 1° 31' 46" EAST, 60.00 FEET; THENCE NORTH 83° 57' 03" WEST, 38.54 FEET TO A POINT ON THE NORTHERN LINE OF SAID PARCEL OF LAND 184-0599541 , SAID POINT HAVING COORDINATES Y =440412.94 AND X = 1597082.08; THENCE ALONG SAID NORTHERN LINE, SAID LINE BEING ALSO THE SOUTHERN LINE OF INTERSTATE HIGHWAY IV-ALA-580, AS SHOWN ON SAID MAP OF PARCEL MAP 3863, SOUTH sa• 27' 41 " EAST, 164.00 FEET; THENCE CONTINUING ALONG SAID LINE, SOUTH 88• 49' 11" EAST, 1209.49 FEET TO A POINT ON THE BOUNDARY LINE COMMON TO SAID PARCEL OF LAND (84-0599541 AND PARCEL J, AS SAID COMMON LINE IS SHOWN ON SAID MAP OF PARCEL MAP 3863, LAST SAID POINT BEING COORDINATES Y=440383.63AND X = 1598455.26; THENCE ALONG SAID COMMON BOUNDARY LINE, THE FOLLOWING SEVEN 171 COURSES AND DISTANCES: SOUTH 1° 10' 49" WEST, 23.65 FEET; THENCE SOUTH 79° 52' 13" WEST, 56.94 FEET; THENCE WESTERLY AND SOUTHWESTERLY ON THE ARC OF A CURVE TO THE LEFT, TANGENT TO LAST SAID COURSE; THE RADIUS OF WHICH CURVE IS 26.56 FEET, THROUGH A CENTRAL ANGLE OF 40° 41' 34", A DISTANCE ON SAID ARC OF 18.87 FEET TO A POINT OF REVERSES CURVATURE, TANGENT AT LAST SAID POINT TO A COURSE WHICH BEARS SOUTH 39° 10' 39" WEST, THENCE SOUTHWESTERLY AND WESTERLY ON THE ARC OF A CURVE TO THE RIGHT, TANGENT TO LAST SAID COURSE, THE RADIUS OF WHICH CURVE IS 54.99 FEET, THROUGH A CENTRAL ANGLE OF 52° 30' 21 ", A DISTANCE ON SAID ARC OF 50.40 FEET; THENCE TANGENT TO LAST SAID CURVE, NORTH sa• 19' 00" WEST, 341 .56 FEET; THENCE NORTH 88° 30' 28" WEST, 299.83 FEET; THENCE NORTH 89° 00' 39" WEST, 135.72.FEET TO A POINT ON THE NORTHERN LINE OF LOT 56A, AS SAID LOT IS SHOWN ON SAID MAP OF PARCEL MAP 3863; THENCE ALONG SAID NORTHERN LINE, BEING ALSO SAID SOUTHERN LINE OF SAID PARCEL OF LAND (84-0599541, NORTH 89° 00' 39" WEST, 164.14 FEET; THENCE CONTINUING ALONG LAST SAID LINE, NORTH 89° 11 ' 41 " WEST, 117.93 FEET TO THE POINT OF COMMENCEMENT.

ASSESSOR 'S PARCEL NO. 941 -2778-001 -01

PARCEL2: THAT PARCEL OF LAND IN THE CITY OF PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, LOCATED UPON PARCEL J OF PARCEL MAP 3863, FILED DECEMBER 22, 1988, IN MAP BOOK 180, PAGE 82, RECORDS OF SAID COUNTY OF ALAMEDA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY TERMINUS OF THE LINE DESCRIBED AS "S. 44° 45' 15" E., 205.05 FEET " OF THE NORTHEASTERLY LINE OF PARCEL A AS DESCRIBED IN THE CORPORATION GRANT DEED RECORDED FEBRUARY 13, 1990, AS SERIES NO . 90-043567 OF OFFICIAL RECORDS OF SAID COUNTY OF ALAMEDA, THE BEARING OF SAID LINE BEING SOUTH 44° 46' 01 " EAST FOR THE PURPOSES OF THIS DESCRIPTION; THENCE ALONG SAID LINE , SOUTH 44° 46' 01 " EAST, 105.06 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION ; THENCE CONTINUING SOUTH 44° 46' 01 " EAST, 99.97 FEET; THENCE ALONG A 372.00-FOOT RADIUS CURVE CONCAVE TO THE NORTHEAST, THROUGH A CENTRAL ANGLE OF 43° 26' 01", AN ARC DISTANCE OF 282.00 FEET, TO A POINT OF REVERSE CURVATURE; THENCE ALONG A 15.00-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST, THROUGH A CENTRAL ANGLE OF 78° 27' 47", AN ARC DISTANCE OF 20.54 FEET; THENCE ALONG A NON-TANGENT LINE, NORTH sa• 12' 02" WEST, 14.70 FEET; THENCE ALONG A 384.00-FOOT RAD IUS CURVE CONCAVE TO THE NORTHEAST, THROUGH A CENTRAL ANGLE OF 43° 26' 01 ", AN ARC DISTANCE OF 291 .09 FEET; THENCE ALONG A NON-TANGENT LINE, NORTH 37• 55' 20" WEST, 100.69 FEET TO THE POINT OF BEGINNING .

ASSESSOR 'S PARCEL NO . 941 -2778-003-04

PARCEL3: All THAT REAL PROPERTY SITUATED IN THE CITY OF PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, DESCRIBED AS .FOLLOWS:

BEING PORTIONS OF PARCEL J,LOT 56A AND LOT 58, AS SHOWN ON AMENDED PARCEL MAP 3863, FILED DECEMBER 22, 1988, IN BOOK 180 OF MAPS, AT PAGE 82, OFFICIAL RECORDS OF ALAMEDA COUNTY, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST NORTHWEST CORNER OF SAID LOT 58, BEING A POINT ON THE EAST LINE OF HACIENDA DRIVE , AS HACIENDA DRIVE IS SHOWN ON SAID AMENDED PARCEL 3863; THENCE LEAVING SAID EAST LINE, ALONG THE SOUTH BOUNDARY OF PARCEL J, NORTH sa• 52' 01 " WEST, 66.50 FEET; THENCE SOUTH 1° 07' 59" WEST, 15.00 FEET; THENCE NORTH sa• 52' 01 " WEST, 66.50 FEET TO THE WEST LINE OF SAID HACIENDA DRIVE ; THENCE ALONG SAID WEST LINE, SOUTH 1° 07' 59" WEST, 1.89 FEET; THENCE NORTH 83° 51 ' 28" WEST, 21.62 FEET TO THE SOUTH BOUNDARY OF PARCEL J; THENCE CONTINUING NORTH 83° 51 ' 28" WEST, 17.02 FEET; THENCE NORTH 3° 14' 04" EAST, 58.00 FEET; THENCE ALONG ON A CURVE TO THE LEFT, HAVING A RADIUS OF 15.00 FEET, SUBTENDING A CENTRAL ANGLE OF 91 ° 26' 06", AN ARC DISTANCE OF 23.94 FEET TO A POINT OF REVERSE CURVATURE; THENCE ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 372.00 FEET, SUBTENDING A CENTRAL ANGLE OF 43° 26' 01 ", AN ARC DISTANCE OF 282.00 FEET; THENCE NORTH 44° 46' 01 " WEST, 205.03 FEET; THENCE ON A CURVE TO THE LEFT, HAVING A RADIUS OF 300.00 FEET, SUBTENDING A CENTRAL ANGLE OF 39° 11 ' 02", AN ARC DISTANCE OF 205.17 FEET; THENCE NORTH 83° 57' 03" WEST, 221.73 FEET TO THE NORTH BOUNDARY OF SAID PARCEL J; THENCE EASTERLY ALONG SAID NORTH BOUNDARY, SOUTH 88° 30' 28" EAST, 180.67 FEET; THENCE SOUTH sa• 19' 00" EAST, 341 .56 FEET; THENCE ON A CURVE TO THE LEFT HAVING A RADIUS OF 54.99 FEET, SUBTENDING A CENTRAL ANGLE OF 52° 30' 21", AN ARC DISTANCE OF 50.40 FEET TO A POINT OF REVERSE CURVATURE; THENCE ON A CURVE TO THE RIGHT, HAVING A RADIUS OF 26.56 FEET, SUBTENDING A CENTRAL ANGLE OF 40° 41 ' 34", AN ARC DISTANCE OF 18.87 FEET; THENCE NORTH 79° 52' 13" EAST, 56.94 FEET; THENCE NORTH 1° 10' 40" EAST, 23.65 FEET TO THE SOUTHERN LINE OF INTERSTATE ROUTE 580, SAID POINT HAVING COORDINATES OF Y = 440,383.63 AND X • 1,598,455.26; THENCE EASTERLY ALONG THE SOUTHERN LINE OF ROUTE 580, SOUTH sa• 49' 11 " EAST, 2804.48 FEET TO THE MOST EASTERLY CORNER OF SAID PARCEL J, SAID POINT HAVING COORDINATES OF Y = 440,325.86 AND X = 1,601,259.14; THENCE WESTERLY ALONG THE EAST BOUNDARY OF SAID PARCEL J, SOUTH 1• 02' 45" EAST, 28.02 FEET TO THE NORTHEAST CORNER OF PARCEll, AS SHOWN ON SAID AMENDED PARCEL MAP 3863; THENCE WESTERLY ALONG THE NORTH BOUNDARY OF SAID PARCELL, NORTH sa• 49' 11 " WEST, 913.42 FEET TO THE NORTHWEST CORNER OF SAID PARCELL; THENCE SOUTHERLY, ALONG THE WEST BOUNDARY OF PARCEll, SOUTH 1• 10' 49" WEST, 5.68 FEET; THENCE WESTERLY, LEAVING SAID WEST BOUNDARY, NORTH 89° 57' 56" WEST, 365.62 FEET; THENCE SOUTH 85° 58' 25" WEST, 409.82 FEET; THENCE FROM A BEARING OF SOUTH 2° 05' 45" EAST TO THE RADIUS POINT, ON A NON-TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 2925.00 FEET, SUBTENDING A CENTRAL ANGLE OF 1° 57' 32", AN ARC DISTANCE OF 100.00 FEET; THENCE NORTH 67" 43' 25" WEST, 33.47 FEET; THENCE FROM A BEARING OF SOUTH 4 ° 38' 21" EAST TO THE RADIUS POINT, ALONG A NON TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 2940.00 FEET, SUBTENDING A CENTRAL ANGLE OF 6• 06' 55", AN ARC DISTANCE OF 313.79 FEET TO THE BEGINNING OF A NON-TANGENT CURVE; THENCE FROM A BEARING OF SOUTH 24° 21 ' 30" EAST TO THE RADIUS POINT, ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 1000.00 FEET, SUBTENDING A CENTRAL ANGLE OF a• 04' 36", AN ARC DISTANCE OF 140.96 FEET TO A POINT OF COMPOUND CURVATURE; THENCE ON A CURVE TO THE LEFT, HAVING A RADIUS OF 320.00 FEET, SUBTENDING A CENTRAL ANGLE OF 27° 45" 10", AN ARC DISTANCE OF 155.00 FEET; THENCE SOUTH 28° 39' 34" WEST, 50.83 FEET TO THE BEGINNING OF A NON-TANGENT CURVE; THENCE FROM A BEARING OF SOUTH 69° 14' 23" EAST TO THE RADIUS POINT, ON A CURVE TO THE LEFT, HAVING A RADIUS OF 755.00 FEET, SUBTENDING A CENTRAL ANGLE OF 10• 52' 32", AN ARC DISTANCE OF 143.31 FEET; THENCE NORTH 87° 44' 20" WEST, 40.33 FEET TO SAID EAST LINE OF HACIENDA DRIVE; THENCE NORTHERLY ALONG SAID EAST LINE, NORTH 1• 07' 59" EAST, 16.89 FEET TO THE POINT OF BEGINNING .

ASSESSOR 'S PARCEL NOS . 941 -2779-001 -04 941 -2780-010 941 -2780-011 941 -2780-012 z 0 i= <( a: <( .... u w Q I I I 10 0 N 1- 1- ci: u ,.... 1- w 13 1 0'1 I~ 2A I ,oc v iii ;;! I I : ~ II E U ~ \ \ \ ___.-\~A"-..VI ~ \ \ I N i: ::::l >< Cl) w Cl) .... w u a: <( a. u. 0 a. <( :E

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A CJL OCDe ·An nexed as per Artlde 11 N EXHIBIT B

COMMON AREA MAP

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30

4305 Hacienda Drive, Suite 330, Pleasanton, California 94588-2738 Phone (925) 734-6500 Fax (925) 734-6501 e-mail [email protected] www www.hacienda.org . COVER PHOTO BY DON CORNING PHOTOGRAPHY