GHC BERNAL INVESTORS - REIMBURSEMENT AGMT WEST SIDE BERNAL PROPERTY

Section 4. Reimbursement. A. Upon acceptance of the Improvements by the City Council, the City shall pay the approved Reimbursable Costs to Developer within thirty (30) days. B. With regard to item "A", Developer acknowledges that City will seek subsequent reimbursement from Zone 7 for a portion of the costs for this Improvement. However, such reimbursement from Zone 7 shall not effect the City's responsibility to pay Developer for item "A" as provided in this Agreement. Section 5. Manner of Disbursement. The right to the Reimbursable Costs shall be personal to Developer and shall continue notwithstanding the subsequent sale or transfer of the Property. Developer shall have the right, in its sole discretion, to assign its interest to the Reimbursable Costs to another person or entity at any time by providing City written notice of such assignment. The Developer hereby directs that any Reimbursable Costs due to the Developer pursuant to this Agreement shall be payable to the Developer and mailed to: GHC Bernal Investors LLC c/o Greenbriar Homes Communities 43160 Osgood Road Fremont, CA 94539 Attn: Mike Harlan The Developer may change the payee and/or address of payments by notice in writing to City, such notice to be effective upon receipt by City. Section 6. Term Upon payment by City to Developer in full after the date of acceptance of the Improvements by the City, this Agreement shall terminate. Section 7. Amendments. Any amendment, modification, suspension or cancellation of this Agreement must be in writing agreed upon by all parties. Section 8. Disputes. Disputes arising under this Agreement shall be filed with the City Manager, who shall be authorized to resolve such disputes. Any decision made by the City Manager with respect to this Agreement may be appealed to the City Council. Any such appeal to GHC Bernal Investors LLC -west Side of Bernal Property Page 3