Salesforce.com 2010 Annual Report Download - page 169

CONFIDENTIAL TREATMENT REQUESTED
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
taxes assessed against the Land may be reduced as a result of such occupancy by a Tax Exempt Entity, or (iv) Buyer obtains the written consent of the
Infrastructure Developer, the Redevelopment Agency, and the City, in their respective sole discretion.
28.8.3 Exceptions. The foregoing restriction shall not apply to (i) any Transfer of common areas to a non-profit owners' association or
similar entity or association formed to manage, own, operate, and/or maintain such common areas, or (ii) any Transfer to a natural person eligible for a partial
exemption from property taxes solely on the basis of such person's entitlement to a homeowners' exemption or disabled veteran's exemption.
28.8.4 No Adjustments To Base Year Value. Buyer and Seller each hereby agrees not to request an adjustment to the "Base Year Value"
for the South Project Area as a result of any Transfer permitted under this Agreement to any entity for a Tax Exempt Use. For purposes hereof, the term "Base
Year Value" means the aggregate assessed value of property within the South Project Area on the assessment roll last equalized prior to the effective date of
the ordinance adopting the Redevelopment Plan, and the term "last equalized" has the meaning set forth in Section 2052 of the California Revenue and
Taxation Code.
28.8.5 Inclusion In Future Agreements. Buyer shall include in all agreements for the Transfer of all or any portion of the Land a
contractually binding provision substantially in the form of this Paragraph 28.8 (or such other provision as may be reasonably approved by the Redevelopment
Agency and the City).
28.8.6 Survival. Buyer's obligations under this Paragraph 28.8 shall survive the recordation of the Grant Deed and the Close of Escrow
and shall not be deemed merged into the Grant Deed upon its recordation.
28.8.7 Recorded PILOT. In order to impose against the Land the covenants and agreements set forth in the preceding Paragraphs 28.8.1
through 28.8.4, Seller and FOCIL, with the consent and agreement of the Redevelopment Agency, have entered into the Tax Payment Agreement. Buyer
expressly acknowledges that Buyer has received and, before the Termination Deadline, Buyer will have reviewed, such Tax Payment Agreement.
28.9 Excavation Costs. Buyer acknowledges and agrees that Buyer has the sole responsibility and liability, at Buyer's sole cost, for developing
and constructing the Project in accordance with all Applicable Laws. Without limiting the foregoing, if Buyer's development of the Project generates excess
soil that cannot be re-used on the Property, either because such re-use would be inconsistent with the provisions of the RMP or for geotechnical reasons,
Buyer shall be responsible, at Buyer's sole cost, for transporting and disposing of such excess soil off-site.
28.10 Master Association and TMA. Without limiting the generality of the foregoing provisions of this Paragraph 28, Buyer acknowledges that
the Land is included within the property covered by the Master Commercial Declaration and that the owner of the Land is
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