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NEIGHBORHOOD PARK MITIGATION AGREEMENT THIS NEIGHBORHOOD PARK MITIGATION AGREEMENT ("Agreement") is entered as of the 16th day of September, 1997 by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential" or "Seller"), a New Jersey corporation, and THE CITY OF PLEASANTON, a California municipal corporation ("City" or "Buyer"). RECITALS A. When the City approved the rezoing of approximately 79 acres in the Hacienda Business Park to permit residential uses it imposed the requirement (the "Neighborhood Park Condition") that an approximately 5-acre park be established on or within the vicinity of the 79-acres. (See Condition "C" of the Conditions of Approval to City Ordinance No. 1533, the ordinance which rezoned approximately 79 acres of land in Hacienda from "OMPD" and "CPD" to "HDR"). The Neighborhood Park Condition is set forth in its entirety below: The City and developer mutually shall seek to establish an approximately 5-acre neighborhood park on or in the vicinity of the Project. Should it be determined that land within the 79-acre site shall be utilized for park purposes, said land shall be dedicated for that purpose. Residential developments on this site which are not accounted for in the dedication of park land shall be subject to payment of the City of Pleasanton park in-lieu fees, with said fees to be determined annually by the City Council, per municipal Code Section 19.44.070. Each development shall pay the fee rate in effect at the time the building permits are issued. B. Prudential and Security Capital Pacific Trust ("SCPT") have entered into a contract in which Prudential would sell the remaining undeveloped portion ("Lot 60") of the 79-acre tract (approximately 26 acres) to SCPT. SCPT plans to construct in phases a 540 unit apartment complex on Lot 60 (the "Project"). A condition to SCPT's obligation to purchase Lot 60 from Prudential is that SCPT obtain all of the necessary approvals from the City (including growth management approval for 540 units) to construct its Project (collectively the "Project Approvals"). C. Prudential is the owner of certain unimproved real property ("Land") located immediately adjacent to the 79-acre tract. The Land, which consists of approximately 6.639 acres (exclusive of streets), is more particularly described in Exhibit A, attached hereto. D. Prudential desires to satisfy the Neighborhood Park Condition on the terms and conditions set forth herein. ARTICLE 1 -PURCHASE 1.1 PurchaselClosing Date. Prudential shall sell the Land to City, and City shall purchase the Land from Prudential, on all of the mutual terms, covenants and conditions hereinafter set forth. City and Prudential shall mutually agree on the closing date ("Closing Date"); provided, however, in no event shall the Closing Date occur on a date later than December 1, 1997. If the Land has not been transferred to City by the outside Closing Date, this Agreement shall terminate and neither party shall have any further rights or obligations thereunder, except as expressly provided herein. Neighborhood Park Agreement 8/27/97