Agmt 2010 Chang Income Property Partnership LP

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Seller: City of San Leandro 835 East 14th Street San Leandro, CA 94577 Attn: Community Development Director Buyer: Chang Income Property Partnership, L.P. c/o Westlake Development Partners LLC 520 South El Camino Real, 9th Floor San Mateo, CA 94402 Attn: Sunny Tong, Managing Director 20. Litigation Costs. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which such Party may be entitled. 21. Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 22. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties, subject to the limitation on assignment set forth in Section 18. 23. Provisions Not Merged With Deeds. Except as otherwise provided in this Agreement, none of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Deed, and neither the Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing: (i) all provisions of this Agreement that expressly state that they shall survive the Close of Escrow and the termination of this Agreement, shall do so, and (ii) Buyer and Seller intend that the indemnity provided in Section 17 and the release provided in Section 15 will survive the termination of this Agreement, the Close of Escrow and the transfer of the Property to Buyer. 24. Captions; Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 25. Action or Approval. Where action and/or approval by Seller is required under this Agreement, Seller's City Manager or his designee may act on and/or approve such matter unless the 1331533-6 7