CENTEX HOMES AGREEMENT CONCERNING USE OF FEES

AGREEMENT CONCERNING USE OF FEES THIS AGREEMENT is made August 16, 2005 between the City of Pleasanton ("City") and Centex Homes ("Centex") concerning the use of certain fees. RECITALS A. Centex is the developer of Tract 7385 in the City of Pleasanton, (the Property) which property is part of the Vineyard Avenue Corridor Specific Plan. B. The Property was subject to a Williamson Act contract, which contract was tentatively cancelled by City on December 7, 2004. C. By reason of the cancellation of the contract, Centex, unless the fees are waived by City and by the State Resources Agency, is obligated to pay a cancellation fee of $562,500. D. Located in the vicinity of Tract 7385 is an asphalt plant, operated by Granite Construction. E. City has had discussions with Granite Construction about the feasibility and timing of moving the asphalt plant. F. Centex has also discussed with City the possibility of enhancing the energy efficiency of the homes within Tract 7385. G. Centex has prepared for City's approval the final map for Tract 7385. NOW THEREFORE, in consideration of the following promises, the parties agree as follows: 1. Centex promptly shall pay to City $562,500 as the cancellation fee for the Williamson Act contract that was on the Property and, within thirty days thereafter, City shall complete the final cancellation of the Williamson Act contract. 2. Centex shall also promptly deposit with the City $500,000 to be used as provided herein. 3. If, following cancellation of the Williamson Act contract, City agrees to waive the Williamson Act cancellation fees, City and Centex promptly shall request the State Resources Agency also to waive such fees. 4. If the State waives the fees on or before January 31, 2006, such fees may be used by City toward the relocation costs of the asphalt plant and the $500,000 referenced in paragraph 2 shall be used by Centex in enhancing the energy efficiency of some or all of the homes within