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AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT This AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT is made on or as of this 17th day of July , 2000, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO (hereinafter "Agency ") and CREEKSIDE ASSOCIATES, LLC, a California limited liability company (the "Developer "). RECITALS 1. Pursuant to its authority granted under California law, the Agency has the responsibility to carry out the Plaza Redevelopment Plan, which was approved and adopted in December, 1967 by the City Council of the City of San Leandro by Ordinance No. 67 -62 and subsequently amended. Said redevelopment plan as described, and as thereafter from time to time amended, is referred to herein as the "Redevelopment Plan" and is incorporated into this Amended and Restated Disposition and Development Agreement (the "Agreement ") by reference. 2. In furtherance of the Redevelopment Plan, the Agency selected Developer to develop an upscale office complex with amenities on certain real property located at 960 San Leandro Boulevard within the City of San Leandro (the "City "). In addition, the Developer shall install and shall thereafter maintain over the life of the Redevelopment Plan certain improvements (the "Adjacent City Property Improvements ") to certain property generally adjacent to the Property (the "Adjacent City Property ") all as more particularly provided herein. 3. The Developer and the Agency entered into a Disposition and Development Agreement (the "February Agreement"), pursuant to Agency authorization given following conduct of a joint public hearing of the Agency and the City Council on February 22, 2000 (the "February Approval Date "). 4. Subsequent to the February Approval Date, the Developer has proposed to Agency that the February Agreement be replaced or cancelled and that the parties instead enter into this Agreement. In connection with that request, the Developer has submitted a development concept plan (the "Development Concept Plan ") for the development of the "Property" (which is that certain property described in Exhibit "A" hereto, which is incorporated herein by reference), including certain amenities to adjacent City property along the creek, which Development Concept Plan is attached as Exhibit "B" and incorporated herein by reference. It is contemplated that the Development Concept Plan will be revised and refined into the Final Development Plan in accordance with Section 1.03 below. Agency approval shall be required for every aspect of architectural design, including but not limited to, site development, signage, and creek enhancements in accordance with Section 1.03 below. The Development Concept Plan as described herein provides for a different and more intense development of the Property than that which had been provided for under the February Agreement, and which shall specifically include a parking structure. 5. The purposes of this Agreement are to provide a mechanism whereby the Developer shall acquire, own, and develop the Property and develop and maintain landscaping and related features on the Adjacent City Property in accordance with this Agreement and to effectuate the provisions of the Redevelopment Plan. the development of the Property contemplated by this Agreement is consistent with the Redevelopment Plan, the Five Year Implementation Plan, and the City of San Leandro General Plan. DOCS0074604 I v4\24258.0002