SUMMERHILL ROSE REIMBURSEMENT AGREEMENT TRACT 7143

Section 2. Reimbursable Costs The cost for the construction of the Improvements is $273,222.68, as set forth more particularly in the attached Exhibit B. Developer has submitted to the City Engineer the actual costs of the construction work and related items incurred for the Improvements, certified by Developer ("Statement of Costs"). The City Engineer has reviewed the Statement of Costs for appropriateness and determined the items in the Statement of Costs are appropriate. Section 3. Ownership of Improvements. Developer shall dedicate the Improvements to the City upon completion, and City shall own the Improvements after acceptance by the City Council. Thereafter, Developer shall have the right to connect to and use the Improvements in accordance with City regulations and the right to reimbursement for the Reimbursable Costs for the Improvements, as provided herein. Section 4. Reimbursement. Upon completion and acceptance of the Improvements by the City, the City shall pay the Reimbursable Costs to Developer within thirty (30) days. 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 Reimbursement Fees due to the Developer pursuant to this Agreement shall be payable to the Developer and mailed to: SummerHill Rose, Ltd. c/o SummerHill Homes 777 California Street Palo Alto, CA 94304 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. C:\windows\TEMP\NOLAN REIMBURSEMENT AGREEMENT FOR IMPROVEMENT.doc.sm Page 2 of 4