HEINZ, ROBERT AND SHAREN - DEVELOPMENT AGRMNT

NOW THEREFORE, it is agreed by the City and Property Owner as follows: Property Subject to the Development Agreement; Successors and Assigns. All of the Property shall be subject to this Development Agreement. The parties intend that this Development Agreement shall constitute covenants which shall run with the Property, and its benefits and burdens shall bind and inure to all of the successors in interest to the Property and to the City. II. Term. The term of this Development Agreement shall commence upon the date of execution and shall continue in full force and effect for ten (10) years thereafter. III. Construction of Improvements. A. The City shall fund construction of the roadway improvements and associated utilities shown in Exhibit B (the "Phase I Improvements). The City shall make good faith efforts to ensure the timely construction of these improvements insofar as it is within its power to do so. The intent of the parties is to have these improvements completed by September 1, 2003. B. Phase II and Phase III improvements will be constructed in accordance with the Specific Plan and conditions of approval. The funding of these improvements is described in the Vineyard Avenue Corridor Specific Plan Heinz Development Agreement Page 5 of 14