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ARTICLE 1. GENERAL PROVISIONS 1.1. Parties and Responsibilities. 1.1.1. Com. City is a California charter city, with offices located at 835 East 14th Street, San Leandro, CA 94577-3767. "City," as used in this Agreement, includes City and any assignee of or successor to its rights, powers and responsibilities. 1.1.2. Developer. Developer is a Delaware corporation with offices located at 11755 Wilshire Blvd. Suite 1660, Los Angeles, California 90025. "Developer," as used in this Agreement, includes any permitted assignee or successor -in -interest as herein provided. 1.1.3. Responsibilities of City Generally. The Parties acknowledge and agree that Developer's agreement to perform and abide by its covenants and obligations set forth in this Agreement, including Developer's decision to develop the Project in the City, is a material consideration for City's agreement to perform and abide by the long term covenants and obligations of City set forth herein. City shall cooperate with Developer and shall undertake such actions as may be reasonably necessary to ensure that this Agreement remains in full force and effect. 1.1.4. Responsibilities of Developer Generally. The Parties acknowledge and agree that the Developer's agreement to perform and abide by the covenants and obligations of Developer set forth in this Agreement is a material consideration for City's agreement to perform and abide by its long term covenants and obligations, as set forth herein. The Parties acknowledge that many of Developer's long term obligations set forth in this Agreement are in addition to Developer's agreement to perform all the mitigation measures identified in the EIR and the Mitigation Monitoring and Reporting Program. 1.2. Property Subject to this Agreement. The Property consisting of approximately seventy-five (75) acres located within the City limits in the Shoreline -Marina area, as depicted in Exhibit A, is subject to this Agreement. The Developer shall prepare and obtain City approval of a vesting tentative map as a Project Approval pursuant to the Subdivision Map Act, Government Code Section 66410, et seq., to create the parcels listed below. a. Parcel A - Library. City shall retain title to parcel A. b. Parcel B - Golf Course. City shall retain title to parcel B. c. Parcel C - Single Family Homes (Townhome and Detached). Subject to the Developer satisfying all conditions precedent to conveyance as set forth in the Single Family PSA, City shall transfer fee title to parcel C to Developer. d. Parcel D - Existing Pump Station. City shall retain title to parcel D.