Common use of Severability and Termination Clause in Contracts

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARK, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 IN BLOCK 200 OF THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT “B” PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKPALMETTO HOSPITALITY OF SANTA XXXXXX XX, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARKOWNER: 501 COLORADO INVESTORS LLC, a California corporation a Tenant in Common as to a 50% interest limited liability company By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney EXHIBIT “A” A LEGAL DESCRIPTION 000 XXXXXXXX XXXXXX REAL PROPERTY IN THE CITY OF PROPERTY All that certain real property situated in the County of Los AngelesSANTA XXXXXX, State of CaliforniaCOUNTY OF LOS ANGELES, described as followsSTATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: LOT "M: AND THE SOUTHEASTERLY HALF OF THAT PORTION 10 FEET OF LOT 5 "N" IN BLOCK 200 194 OF TOWN OF SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 3, PAGES 80 AND 81, AND IN BOOK 39, PAGES 45 ET ET. SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS. PARCEL 2: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 40 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE LOT "N" IN BLOCK 194 OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY TOWN OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 3, PAGES 80 AND 81 AND IN BOOK 39, PAGES 45 ET ET. SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: LOT "O" IN BLOCK 194 OF TOWN OF SANTA XXXXXX, DESCRIBED IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS A WHOLE AS FOLLOWS: BEGINNING AT PER MAP RECORDED IN BOOK 3, PAGES 80 AND 81, AND IN BOOK 39, PAGES 45 ET. SEQ., OF MISCELLANEOUS RECORDS, IN THE INTERSECTION OFFICE OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET COUNTY RECORDER OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNINGCOUNTY. ASSESSOR'S PARCEL NUMBER: 0000-000-000 EXHIBIT “B” B PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” C PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARK0000 0xx Xxxxxx LLC 0000 0XX Xxxxxx, LLCXxxxx 000 Xxxxx Xxxxxx, a California limited liability company a Tenant in Common as to a 50% interest XX 00000 By: DRAFT Name: Xxxxx Xxxxxx Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CEO CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Xxxx Xxxx Title: City Manager ATTEST: By: DRAFT Name: Xxxxxx Xxxxxxxx-Xxxxxx City Clerk APPROVED AS TO FORM: By: DRAFT Name: Xxxxx Xxxx Deputy City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL 1Parcel 2 of Parcel Map No. 71418, in the City of Santa Xxxxxx, County of Los Angeles, State of California, as per map filed in Book 371 Pages 35 and 36 of Parcel Maps, in the Office of the County Recorded of said County. APN: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 IN BLOCK 200 OF THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. 0000-000-000 EXHIBIT “B” PROJECT PLANS On file with 711 COLORADO LEGAL DESCRIPTION All that certain real property situated in the County of Los Angeles, State of California, described as follows: The Northeast 75 feet of Lots "M" and "N" in Block 192, of Town of Santa Xxxxxx, in the in the City of Santa Xxxxxx Xxxxxx, County of Los Angeles, State of California, as per Map recorded in Book 3, Page 80 et seq., of Miscellaneous Records and in et seq., of Miscellaneous Records of said County. APN: 0000-000-000 EXHIBIT “C” 711 COLORADO DEED RESTRICTION EXHIBIT “D” PROJECT PLANS EXHIBIT “E” ZONING ORDINANCE (SMMC ARTICLE 9) EXHIBIT “F” PERMITTED FEES AND EXACTIONSEXACTIONS AND CONDITIONS OF APPROVAL

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKSEVENTHANDARIZONA, LLC, LLC a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Xxxxxxx Xxxxxxxxxxx Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: Manager CITY: CITY OF SANTA XXXXXX, a municipal corporation Municipal Corporation By: DRAFT Name: Title: Xxx Xxxxx City Manager ATTEST: By: DRAFT Name: XXXXX X. XXXXXXX City Clerk APPROVED AS TO FORM: By: DRAFT Name: XXXXXX XXXXX XXXXXXX City Attorney EXHIBIT Exhibit “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: Legal Description Of Property PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 “U” IN BLOCK 200 142 OF TOWN OF SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 AND IN BOOK 39 PAGES PAGE 45 ET SEQ., OF MISCELLANEOUS RECORDSMAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS. PARCEL 2: BEGINNING AT THE MOST NORTHERLY CORNER LOT "V" IN BLOCK 142 OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY TOWN OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 AND IN BOOK 39 PAGES PAGE 45 ET SEQ., OF MISCELLANEOUS RECORDSMAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT Exhibit “B” PROJECT PLANS On file with City of Santa Xxxxxx Project Plans EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKFSTAR 1601, LLCLLC 00000 Xxxxxxxx Xxxxxxxxx, a California limited liability company a Tenant in Common as to a 50% interest Xxxxx 000 Xxx Xxxxxxx, XX 00000 By: DRAFT Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Xxxxxxx Xxxxxxxxxxx Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: _Xxxx Xxxx Title: City Manager ATTEST: By: DRAFT Name: Xxxxxx Xxxxxxxx-Xxxxxx City Clerk APPROVED AS TO FORM: By: DRAFT Name: Xxxxxx Xxxxx-Xxxxxxx City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated Lots 1 to 7 inclusive of Tract No. 8949, in the City of Santa Xxxxxx, County of Los Angeles, State of California, as per Map recorded in Book 169, Pages 46 and 47 of Maps, in the office of the county recorder of said county, together with Lots B to 10 inclusive of the Standard Tract, in said city, county and state, as per map recorded In Book 5, Page 83 of Maps, records of said county, also together with that portion of Lot 15 of said Standard Tract, described as a whole as follows: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT Beginning at the intersection of the southwesterly line of said Lot IS with a line parallel with and distant southeasterly 20.00 feet, measured at right angles, from a straight line extending northeasterly from the southeasterly terminus of that certain course shown on the map of said Standard Tract having a Length of 18. 5 IN BLOCK 200 OF THE CITY OF SANTA XXXXXXfeet in the southwesterly boundary line of said lot 15 and which passes through the southeasterly terminus of that certain course shown on the map of said Standard Tract as having a length of 10.4 feet in the northeasterly boundary line of said Lot 15; thence northeasterly along said parallel line to the southeasterly prolongation of the northeasterly line of said Lot 10; thence northwesterly along said prolongation and said last mentioned northeasterly line to the most northerly corner of said Lot 10; thence southwesterly along the northwesterly boundary line of said Tract No. 8949, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5to the most westerly corner of Lot 1 of said Tract No. 8949; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNINGthence southeasterly along the southwesterly line of said Lot to and along the southwesterly line of said Lot 15 to the point of beginning. EXHIBIT “B” PROJECT PLANS On file with the City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPERXXXXX: VILLAGE TRAILER PARKXXXXX 26TH STREET, LLC, a California Delaware limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los AngelesREAL PROPERTY IN THE CITY OF SANTA XXXXXX, State of CaliforniaCOUNTY OF LOS ANGELES, described as followsSTATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF THE RANCHO SAN XXXXXXX SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 955 PAGE 142 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT THEREON NORTH 75° 32' 40" EAST, 232.38 FEET FROM THE NORTH WESTERLY CORNER THEREOF, SAID POINT ALSO BEING THE MOST EASTERLY CORNER OF LOT 5 OF TRACT NO. 9774, AS PER MAP RECORDED IN BLOCK 200 BOOK 140 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 75° 32' 40" EAST 816.62 FEET; THENCE SOUTH 17° 14' 04" EAST 221.91 FEET TO THE POINT OF INTERSECTION WITH THE NORTHERLY LINE OF OLYMPIC BOULEVARD, 110 FEET WIDE, AS ESTABLISHED BY DEED RECORDED IN BOOK 22850 PAGE 90 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID NORTHERLY LINE BEING A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1945.00 FEET AND THE RADIAL LINE FROM SAID POINT OF INTERSECTION HAVING A BEARING OF NORTH 27° 26' 18" WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE 281.29 FEET TO ITS POINT OF TANGENCY WITH A CURVE CONCAVE SOUTHEASTERLY, HAVING RADIUS OF 11,778.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, 613.92 FEET TO ITS POINT OF INTERSECTION WITH A CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 892.00 FEET AND THE RADIAL LINE TO SAID LAST MENTIONED CURVE FROM SAID POINT OF INTERSECTION HAVING A BEARING OF NORTH 84° 10' 12" WEST; THENCE NORTHERLY ALONG SAID LAST MENTIONED CURVE, 336.15 FEET; THENCE NORTH 60° 49' 01" EAST, 5.67 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION OF SAID LAND INCLUDED WITHIN THE LAND DESCRIBED IN THE DEEDS TO CITY OF SANTA XXXXXX, RECORDED MAY 15, 1959 AS INSTRUMENT NO. 471 IN BOOK D-467 PAGE 892 AND RECORDED OCTOBER 14, 1977 AS INSTRUMENT NO. 00-0000000, BOTH OF OFFICIAL RECORDS. ALSO EXCEPT ALL OF THE MINERALS, HYDROCARBON SUBSTANCES AND MINERAL RIGHTS OF EVERY CLASS, CHARACTER AND KIND WHATSOEVER, PERTAINING TO OR LYING BELOW THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON SAID SURFACE OR THE RIGHT TO USE SAID SURFACE, AS GRANTED IN THE DEED FROM BIRCH INVESTMENT, INC., A CORPORATION, TO WESTERN REPUBLIC CO., LTD., A LIMITED PARTNERSHIP, DOING BUSINESS AS FAR WESTERN HEMISPHERE OIL EXPLORATION CO., RECORDED MARCH 3, 1959 IN BOOK D-386 PAGE 472, OFFICIAL RECORDS. PARCEL 2: THAT PORTION OF THE RANCHO SAN XXXXXXX Y SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 955 PAGE 142 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT THEREON NORTH 75° 32' 40" EAST 1049.00 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND, SAID POINT ALSO BEING DISTANT NORTH 75° 32' 40" EAST, 816.62 FEET FROM THE MOST EASTERLY CORNER OF LOT 5 OF TRACT NO. 9774. AS PER MAP RECORDED IN BOOK 104 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 75° 32' 40" EAST 298.38 FEET; THENCE SOUTH 20° 51' 48" EAST, 140.62 FEET TO THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 110 FEET WIDE, AS ESTABLISHED BY DEED RECORDED IN BOOK 22850 PAGE 90, OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 60° 06' 22" WEST 230.84 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE 83.35 FEET TO A LINE THAT BEARS SOUTH 17° 14' 04" EAST FROM THE POINT OF BEGINNING; THENCE NORTH 17° 14' 04" WEST 221.91 FEET TO POINT OF BEGINNING. EXCEPT THERE FROM ALL OF THE MINERALS, HYDROCARBON SUBSTANCES AND MINERAL RIGHTS OF EVERY CLASS, CHARACTER AND KIND WHATSOEVER, WHATSOEVER, PERTAINING TO OR LYING BELOW THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON SAID SURFACE OR THE RIGHT TO USE SAID SURFACE, AS GRANTED IN THE DEED FROM BIRCH INVESTMENT, INC., A CORPORATION, TO WESTERN REPUBLIC CO., LTD., A LIMITED PARTNERSHIP, DOING BUSINESS AS FAR WESTERN HEMISPHERE OIL EXPLORATION CO., RECORDED MARCH 3, 1959 IN BOOK D-386 PAGE 472, OFFICIAL RECORDS. PARCEL 3: A NON EXCLUSIVE EASEMENT FOR RAILROAD SPUR PURPOSES, OVER THE FOLLOWING DESCRIBED LAND: THAT PORTION OF PARCEL 3 OF LOS ANGELES COUNTY ASSESSOR'S MAP NO. 74, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 1 PAGES 38 AND 39 OF LOS ANGELES COUNTY ASSESSOR'S MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: THE RIGHT, PRIVILEGE AND EASEMENT TO USE FOR RAILROAD SPUR PURPOSES A STRIP OF LAND OF A UNIFORM WIDTH OF 20.00 FEET LYING 10.00 FEET ON EITHER SIDE OF THE FOLLOWING DESCRIBED CENTER LINE: BEGINNING AT A POINT ON THE NORTHERLY BOUNDARY OF PARCEL 2, AS SHOWN ON SAID ASSESSOR'S MAP NO. 74, DISTANT THEREON NORTH 45° 14' 35" EAST 15.00 FEET FROM THE MOST WESTERLY CORNER OF SAID PARCEL 2; THENCE PARALLEL WITH THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SOUTH 44° 54' 25" EAST 461.19 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 345.00 FEET, SAID CURVE BEING TANGENT AT ITS POINT OF ENDING TO A CURVE HAVING A RADIUS OF 11,788.44 FEET, CONCENTRIC AND DISTANT NORTHWESTERLY 10.00 FEET FROM THE CURVE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 3, SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE EASTERLY, ALONG SAID CURVE, 400.15 FEET TO THE END THEREOF; THENCE, NORTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 11,788.44 FEET, AN ARC DISTANCE OF 164.00 FEET, MORE OR LESS, TO THE WESTERLY SIDE LINE OF 26TH STREET AS DESCRIBED AS PARCEL 2 IN DECREE OF CONDEMNATION ENTERED AS CASE NO. S. M. C. 6063 IN THE SUPERIOR COURT OF THE COUNTY OF LOS ANGELES. EXCEPT FROM THE ABOVE DESCRIBED PARCEL OF LAND THAT PORTION LYING SOUTHWESTERLY OF A LINE PARALLEL AND/OR CONCENTRIC WITH AND 10.00 FEET NORTHEASTERLY MEASURED RADIALLY OR AT RIGHT ANGLES FROM THE NORTHEASTERLY LINE OF PARCEL 2 OF SAID L. A. C. A. MAP NO. 74. PARCEL 4: PARCEL 8 OF LOS ANGELES COUNTY ASSESSOR MAP #74 IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDSLOS ANGELES COUNTY ASSESSOR MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO THAT PORTION OF PARCEL 9 OF SAID LOS ANGELES COUNTY ASSESSOR MAP #74 DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY SOUTHERLY CORNER OF SAID LOT 5PARCEL 9, THENCE NORTH 20° 51' 48" WEST ALONG THE WESTERLY LINE OF PARCEL 9 A DISTANCE OF 140.62 FEET TO THE NORTHERLY LINE OF SAID PARCEL; THENCE NORTH 75° 32' 40" EAST ALONG THE NORTHERLY LINE DISTANCE OF 166.00 FEET TO A POINT ON THE WESTERLY LINE OF XXXXXXX STREET POINT BEING ON A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 460.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, 20.91 FEET TO A POINT, A RADIAL LINE TO SAID POINT BEARS NORTH 59° 06' 12" EAST, THENCE SOUTH 75° 32' 40" WEST PARALLEL WITH THE NORTHEASTERLY NORTHERLY LINE OF SAID LOT, PARCEL 9 A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING111.23 FEET; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, SOUTH 29° 53' 38" EAST A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, 103.41 FEET TO THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 117 FEET WIDE, THENCE SOUTH 60 DEG 06' 22" WEST ALONG THE SOUTHEASTERLY 85 NORTHWESTERLY LINE OF OLYMPIC BOULEVARD 75.70 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOFPARCEL 5: THAT PORTION OF PARCEL 9 OF LOS ANGELES COUNTY ASSESSOR MAP #74, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDSLOS ANGELES COUNTY ASSESSOR MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT A POINT ON THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET SOUTHEASTERLY BOUNDARY OF SAID LOT 4 WITH PARCEL 9, DISTANT THEREON NORTH 60° 06' 22" EAST, 75.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID PARCEL 9, THENCE ALONG SAID SOUTHEASTERLY BOUNDARY, ALSO BEING THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 OLYMPIC BOULEVARD, 117 FEET WIDE, NORTH 60° 06' 22" EAST 82.29 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 25 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO NORTHERLY ALONG SAID NORTHWESTERLY LINE, 120.00 CURVE AN ARC DISTANCE OF 39.27 FEET; THENCE NORTHEASTERLYNORTH 29° 53' 38" WEST, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET 40.75,FEET TO THE TRUE POINT BEGINNING OF BEGINNING; THENCE SOUTHEASTERLY 519.85 A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 460 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY CURVE AN ARC DISTANCE OF 8.05 FEET TO A POINT, A RADIAL LINE 640.00 FEETTO SAID POINT BEARS NORTH 59° 06' 12" EAST, MORE OR LESS, TO THENCE SOUTH 75° 32' 40" WEST PARALLEL WITH THE NORTHWESTERLY NORTHERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; PARCEL 9 A DISTANCE OF 232.32 111.23 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 SOUTH 29° 53' 38" EAST 103.41 FEET TO THE TRUE POINT OF BEGINNING. APN: 0000-000-000 and 0000-000-000 EXHIBIT “B” PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARK1415NMS, LLC, a LLC A California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Xxxx Xxxx Xxxxxxx Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: Manager CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Xxxx Xxxx Title: City Manager ATTEST: By: DRAFT Name: Xxxxxx Xxxxxx-Xxxxxxxx Acting City Clerk APPROVED AS TO FORM: By: DRAFT Name: Xxxxxx Xxxxx Xxxxxxx City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL Parcel 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 IN BLOCK 200 OF THE CITY OF SANTA XXXXXXLots “T" and “U" in Block 169 of Town of Santa Xxxxxx, COUNTY OF LOS ANGELESin the City of Santa Xxxxxx, STATE OF CALIFORNIACounty of Los Angeles, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQState of California, as per map recorded in Book 3, Pages 80 and 81, of Miscellaneous Records, and in Book 39, Pages 45, et seq., OF MISCELLANEOUS RECORDSof Miscellaneous Records, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTYin the Office of the County Recorder of said County. Assessor’s Parcel Number: 0000-000-000, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. 0000-000-000 EXHIBIT “B” PROJECT PLANS On file with the City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKPALMETTO HOSPITALITY OF SANTA MONICA I, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARKOWNER: 0000 0XX XXXXXX LLC, a California corporation a Tenant in Common as to a 50% interest limited liability company By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney EXHIBIT “A” A LEGAL DESCRIPTION 1550 AND 0000-00 XXXXX XXXXXX AND 000 XXXXXXXX XXXXXX REAL PROPERTY IN THE CITY OF PROPERTY All that certain real property situated in the County of Los AngelesSANTA XXXXXX, State of CaliforniaCOUNTY OF LOS ANGELES, described as followsSTATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 LOTS J, K AND L IN BLOCK 200 195 OF TOWN OF SANTA XXXXXX IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 3, PAGES 80 AND 81 AND IN BOOK 39, PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS. APN: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. 0000-000-000 EXHIBIT “B” B PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKPALMETTO HOSPITALITY OF SANTA MONICA I, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARKOWNER: 0000 0XX XXXXXX LLC, a California corporation a Tenant in Common as to a 50% interest limited liability company By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney EXHIBIT “A” A LEGAL DESCRIPTION 1550 AND 0000-00 XXXXX XXXXXX AND 000 XXXXXXXX XXXXXX REAL PROPERTY IN THE CITY OF PROPERTY All that certain real property situated in the County of Los AngelesSANTA XXXXXX, State of CaliforniaCOUNTY OF LOS ANGELES, described as followsSTATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 LOTS J, K AND L IN BLOCK 200 195 OF TOWN OF SANTA XXXXXX. IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 3, PAGES 80 AND 81 AND IN BOOK 39, PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS. APN: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. 0000-000-000 EXHIBIT “B” B PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKLantana South Xxxxx Development, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation City of Santa Xxxxxx By: DRAFT Name: Title: ATTEST: By: DRAFT Name: Xxxxx Xxxxxxx, City Clerk APPROVED AS TO FORM: By: DRAFT Name: Xxxxxx Xxxxx Moutrie, City Attorney EXHIBIT “A” A”1 LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los AngelesPARCELS 1, State of California2 AND 3 OF PARCEL MAP NO. 24589, described as followsIN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP FILED IN BOOK 277 PAGES 62, 63 AND 64 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID LAND IS ALSO KNOWN AS FOLLOWS: ALL THAT CERTAIN PIECE OR PARCEL 1: THE SOUTHEASTERLY HALF MAP OF THAT PORTION OF LOT 5 LAND SITUATED IN BLOCK 200 OF THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH INTERSECTION OF THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET PARCEL OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS LAND DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATIONSOUTHERN PACIFIC RAILROAD COMPANY, RECORDED AUGUST 11IN VOLUME 955 OF DEEDS, 1955 AS INSTRUMENT NO. 414AT PAGE 142, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER RECORDS OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT WITH THE INTERSECTION NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY SOUTHERLY LINE OF DORCHESTER AVENUE, 60 FEET WIDE, AS SHOWN ON MAP OF TRACT NO. 7993, RECORDED IN BOOK 98 PAGES 89 TO 91 OF MAPS, RECORDS OF SAID COUNTY; THENCE ALONG THE EASTERLY LINE OF THE SOUTHWESTERLY 120.00 PARCEL OF LAND DESCRIBED IN THE INDENTURE DATED SEPTEMBER 19, 1941, RECORDED IN BOOK 18890 PAGE 141, OFFICIAL RECORDS, NORTH 13 DEGREES 55 MINUTES WEST 300 FEET OF SAID LOT 4 TO A POINT IN A LINE THAT IS PARALLEL WITH AND DISTANT 50 FEET SOUTHERLY AT RIGHT ANGLES FROM THE NORTHWESTERLY CENTER LINE OF SAID LOT 4THE SOUTHERN PACIFIC RAILROAD COMPANY’S MAIN TRACT; THENCE NORTHEASTERLY NORTH 76 DEGREES 05 MINUTES EAST ALONG SAID NORTHWESTERLY LINE 110.40 PARALLEL LINE, 726 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 SOUTH 13 DEGREES 55 MINUTES EAST 300 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY SOUTHERLY LINE OF THE NORTHEASTERLY 137.50 FEET PARCEL OF LAND DESCRIBED IN SAID LOT 5DEED RECORDED IN VOLUME 955 OF DEEDS, AT PAGE 142; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEETSOUTHERLY LINE, MORE OR LESS, SOUTH 76 DEGREES 05 MINUTES WEST 726 FEET TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT “B” PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS.

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKNMS1550LINCOLN, LLC, a LLC A California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Xxxx Xxxx Xxxxxxxx Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: Manager CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: XXXX XXXX City Manager ATTEST: By: DRAFT Name: XXXXXX XXXXXXXX-XXXXXX City Clerk APPROVED AS TO FORM: By: DRAFT Name: XXXXXX XXXXX XXXXXXX City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los AngelesTHE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA XXXXXX, State of CaliforniaCOUNTY OF LOS ANGELES, described as followsSTATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 LOTS “H”, “I”, “J”, “K” AND “L”, IN BLOCK 200 192 OF SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 3, PAGES 45 80 AND 81 AND IN BOOK 39, PAGE 45, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS. APN: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. 0000-000-000 EXHIBIT “B” PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKNMS1430LINCOLN, LLC. 0000 0XX Xxxxxx, a California limited liability company a Tenant in Common as to a 50% interest Xxxxx 000 Xxxxx Xxxxxx, XX 00000 By: DRAFT Name: Xxxxx Xxxxxx Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CEO CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Xxxx Xxxx Title: City Manager ATTEST: By: DRAFT Name: Xxxxxx Xxxxxxxx-Xxxxxx City Clerk APPROVED AS TO FORM: By: DRAFT Name: Xxxxx Xxxx Deputy City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION NORTHWESTERLY. 25 FEET, FRONT AND REAR, OF LOT 5 "H" IN BLOCK 200 167 OF TOWN OF SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 INCLUSIVE, OF MISCELLANEOUS RECORDS AND IN BOOK 39 PAGES 45 ET SEQ.THROUGH 51 INCLUSIVE, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: LOT "I" IN BLOCK 167 OF TOWN OF SANTA XXXXXX, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATIONCOUNTY OF LOS ANGELES, STA TE OF CALIFORNIA, AS PER MAP RECORDED AUGUST 11IN AND 81 INCLUSIVE, 1955 AS INSTRUMENT NO. 414OF MISCELLANEOUS RECORDS AND IN BOOK 39 PAGES 45 TIIROUGH 51 INCLUSIVE, OFFICIAL OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 23: THOSE PORTIONS LOT "G" IN BLOCK 167 OF LOTS 4 AND 5TOWN OF SANTA XXXXXX, IN BLOCK 200THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 INCLUSIVE, OF MISCELLANEOUS RECORDS AND IN THROUGH 51 INCLUSIVE, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 4: THE SOUTHEASTERLY 25 FEET, FRONT AND REAR, OF LOT "H'' IN BLOCK 167 OF TOWN OF SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 INCLUSIVE, OF MISCELLANEOUS RECORDS AND IN BOOK 39 PAGES 45 THROUGH 51 INCLUSIVE, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 5: LOT "F" IN BLOCK 167 OF TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., AND 81 AND IN TO 51 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 0000-000-000, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY007, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE008, 120.00 FEET; THENCE NORTHEASTERLY009, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. 010 EXHIBIT “B” PROJECT PLANS On file with 711 COLORADO LEGAL DESCRIPTION All that certain real property situated in the County of Los Angeles, State of California, described as follows: The Northeast 75 feet of Lots "M" and "N" in Block 192, of Town of Santa Xxxxxx, in the in the City of Santa Xxxxxx Xxxxxx, County of Los Angeles, State of California, as per Map recorded in Book 3, Page 80 et seq., of Miscellaneous Records and in et seq., of Miscellaneous Records of said County. APN: 0000-000-000 EXHIBIT “C” 711 COLORADO DEED RESTRICTION EXHIBIT “D” PROJECT PLANS EXHIBIT “E” ZONING ORDINANCE (SMMC ARTICLE 9) EXHIBIT “F” PERMITTED FEES AND EXACTIONSEXACTIONS CONDITIONS OF APPROVAL

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. DEVELOPER: VILLAGE TRAILER PARKLantana North Xxxxx Development, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation City of Santa Xxxxxx By: DRAFT Name: Title: ATTEST: By: DRAFT Name: Xxxxx Xxxxxxx, City Clerk APPROVED AS TO FORM: By: DRAFT Name: Xxxxxx Xxxxx Moutrie, City Attorney EXHIBIT “A” ”* LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 XXXX 0, 0 XXX 0, XX XXXXX 199 OF THE AMENDED MAP OF THE TOWN OF SANTA XXXXXX, IN BLOCK 200 OF THE CITY OF SANTA XXXXXX, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., TO 51 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE MOST NORTHERLY CORNER LINE OF THE LAND DESCRIBED IN THE DEED TO THE LOS ANGELES AND INDEPENDENCE RAILROAD, RECORDED OCTOBER 14, 1875 IN BOOK 40 PAGE 282 OF DEEDS, RECORDS OF SAID LOT 5COUNTY, DISTANT THEREON SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST 700 FEET FROM THE EASTERLY LINE OF THE LAND DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED AUGUST 11, 1894 1N BOOK 955 PAGE 000 XX XXXXX, XXXXXXX XX XXXX XXXXXX; THENCE SOUTHEASTERLY CONTINUING SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST, ALONG SAID NORTHERLY LINE, 561 FEET; THENCE NORTH 14 DEGREES 24 MINUTES 36 SECONDS WEST 233 FEET TO A POINT IN THE NORTHEASTERLY SOUTHERLY LINE OF SAID LOTLAND DESCRIBED AS PARCEL 1 IN THAT CERTAIN FINAL ORDER OF CONDEMNATION. CASE NO. 496651, A DISTANCE ENTITLED "THE PEOPLE OF 200 THE STATE OF CALIFORNIA VS. SOUTHERN PACIFIC RAILROAD COMPANY, ET AL.," DATED JULY 23, 1945, RECORDED JULY 27, 1945 IN BOOK 22205 PAGE 147, OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTH 75 DEGREES 35 MINUTES 24 SECONDS EAST, ALONG SAID SOUTHERLY LINE, 561 FEET; THENCE SOUTH 14 DEGREES 24 MINUTES 36 SECONDS EAST 233 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 EASTERLY 180 FEET THEREOF. ALSO EXCEPT THE TITLE AND EXCLUSIVE RIGHT TO ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED THEREFROM INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES AND PRODUCTS DERIVED THEREFROM, TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID SOUTHERN PACIFIC COMPANY, ITS SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS BENEATH THE SURFACE OF SAID LAND TO EXPLORE FOR, EXTRACT, MINE AND REMOVE THE SAME, AND TO MAKE SUCH USE OF THE SAID LAND BENEATH THE SURFACE AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH, WHICH USE MAY INCLUDE LATERAL OR SLANT DRILLING, BORING, DIGGING OR SINKING OF XXXXX, SHAFTS OR TUNNELS; PROVIDED, HOWEVER, THAT SAID SOUTHERN PACIFIC COMPANY, ITS SUCCESSORS AND ASSIGNS, SHALL NOT USE THE SURFACE OF SAID LAND IN THE EXERCISE OF ANY OF SAID RIGHTS AND SHALL NOT DISTURB THE SURFACE OF SAID LAND OR ANY IMPROVEMENT THEREON, AS DESCRIBED RESERVED BY SOUTHERN PACIFIC COMPANY, IN THE DEED TO THE CITY OF SANTA XXXXXXRECORDED APRIL 9, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 4141959 IN BOOK D-427 PAGE 275, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS THAT PORTION OF LOTS 4 AND 5XXXX 0, IN BLOCK 200, 0. 0 XXX 0 XX XXXXX 199 OF THE AMENDED MAP OF THE TOWN OF SANTA XXXXXX, IN THE CITY OF SANTA XXXXXX, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., TO 51 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT A POINT ON THE INTERSECTION NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE LOS ANGELES AND INDEPENDENCE RAILROAD, RECORDED ON OCTOBER 14, 1875 IN BOOK 40 PAGE 282 OF DEEDS, RECORDS OF SAID COUNTY, DISTANT THEREON SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST 1261 FEET FROM THE EASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED AUGUST 11, 1894 IN BOOK 955 PAGE 142 OF DEEDS, RECORDS OF SAID COUNTY; THENCE ALONG SAID NORTHERLY, LINE SOUTH 75 DEGREES 35 MINUTES 24 SECONDS WEST 975 FEET: THENCE WESTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 10.928.97 FEET; THROUGH A CENTRAL ANGLE OF 03 DEGREES 09 MINUTES 28 SECONDS (TANGENT TO SAID CURVE AT THE LAST MENTIONED POINT IS THE LAST DESCRIBED CORNER), AN ARC DISTANCE OF 602.34 FEET TO A POINT IN THE SOUTHERLY LINE OF LAND DESCRIBED AS PARCEL 1 IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, XXXX XX, 000000, ENTITLED "THE PEOPLE OF THE STATE OF CALIFORNIA VS. SOUTHERN PACIFIC RAILROAD COMPANY, ET AL.," DATED JULY 23, 1945, RECORDED JULY 27, 1945 IN BOOK 22205 PAGE 147, OFFICIAL RECORDS OF SAID COUNTY; THENCE LEAVING SAID NORTHERLY LINE AND ALONG SAID SOUTHERLY LINE, AS FOLLOWS: NORTHEASTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 2062 FEET, THROUGH A CENTRAL ANGLE OF 00 DEGREES 17 MINUTES 25 SECONDS (TANGENT TO SAID CURVE AT THE LAST MENTIONED POINT BEARS NORTH 60 DEGREES 25 MINUTES 36 SECONDS EAST), AN ARC DISTANCE OF 10.45 FEET, NORTH 60 DEGREES 00 MINUTES 11 SECONDS EAST, TANGENT TO LAST SAID CURVE, 663.43 FEET TO A POINT, NORTHEASTERLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 1938 FEET THROUGH A CENTRAL ANGLE OF 15 DEGREES 27 MINUTES 13 SECONDS, (TANGENT TO SAID CURVE AT THE LAST MENTIONED POINT IS THE LAST DESCRIBED COURSE) AN ARC DISTANCE OF 522.71 FEET AND NORTH 75 DEGREES 35 MINUTES 24 SECONDS EAST, TANGENT TO LAST SAID CURVE, 411.10 FEET TO A POINT DISTANT NORTH 14 DEGREES 24 MINUTES 36 SECONDS WEST 233 FEET FROM THE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHERLY LINE, SOUTH 14 DEGREES 24 MINUTES 36 SECONDS EAST 233 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION OF SAID LAND LYING SOUTHWESTERLY OF THE NORTHEASTERLY LINE OF XXXXXXX STREET AS DESCRIBED IN THE SOUTHWESTERLY 120.00 FEET DEED TO THE CITY OF SANTA XXXXXX, RECORDED ON AUGUST 15, 1968 AS DOCUMENT NO. 2955, OFFICIAL RECORDS OF SAID LOT 4 COUNTY. ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED IN THE DEED TO XXXXX XXXXXX AND XXXXXX XXXXXXXXX, RECORDED JULY 27, 1977 AS INSTRUMENT N0. 77-910569 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPTING AND RESERVING THE TITLE AND EXCLUSIVE RIGHT TO ALL OF THE MINERALS AND MINERAL ORES OF EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES AND PRODUCTS DERIVED THEREFROM, TOGETHER WITH THE NORTHWESTERLY LINE EXCLUSIVE AND PERPETUAL RIGHT OF SAID LOT 4; THENCE NORTHEASTERLY ALONG GRANTORS, THEIR SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS BENEATH THE SURFACE OF SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLYLAND TO EXPLORE FOR, AT RIGHT ANGLES EXTRACT, MINE AND REMOVE THE SAME AND TO MAKE SUCH USE OF THE SAID NORTHWESTERLY LINELAND BENEATH THE SURFACE AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH, 120.00 FEET; THENCE NORTHEASTERLYWHICH USE MAY INCLUDE LATERAL OR SLANT DRILLING BORING, PARALLEL WITH DIGGING OR SINKING OF XXXXX, SHAFTS OR TUNNELS, PROVIDED, HOWEVER, THAT SAID NORTHWESTERLY LINEGRANTORS, 79.88 FEET TO THEIR SUCCESSORS AND ASSIGNS, SHALL NOT USE THE TRUE POINT SURFACE OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEETSAID LAND IN THE EXERCISE OF ANY OF SAID RIGHTS AND SHALL NOT DISTURB THE SURFACE OF SAID LAND OR ANY IMPROVEMENTS THEREON, MORE OR LESSAS RESERVED BY SOUTHERN PACIFIC COMPANY AND PACIFIC ELECTRIC RAILWAY COMPANY, IN A DIRECT LINE TO A POINT DEED RECORDED DECEMBER 7, 1959 IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLYBOOK D-685 PAGE 3, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNINGOFFICIAL RECORDS. * To be revised pursuant to Section 2.10 above upon recordation of the Parcel Map No. 060785. EXHIBIT “B” PROJECT PLANS On file with City of Santa Xxxxxx PARCEL MAP [To be provided] EXHIBIT “C” PERMITTED PROJECT PLANS [To be provided] EXHIBIT “D” CONSTRUCTION PERMIT FEES AND EXACTIONSDeveloper shall pay the following fees and charges that are within the City’s jurisdiction and at the rate in effect at the time applications are made:

Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. {signatures on next page} This Agreement is executed by the Parties on the date first set forth above below and is made effective on and as of the Effective Date. DATED: , 2013 DEVELOPER: VILLAGE TRAILER PARK, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: DRAFT Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: DRAFT Name: Title: CITY: CITY OF SANTA XXXXXX, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 IN BLOCK 200 OF THE CITY OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA XXXXXX, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA XXXXXX, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT “B” PROJECT PLANS On file with City of Santa Xxxxxx EXHIBIT “C” PERMITTED FEES AND EXACTIONS