SUMMERHILL ROSE DEFERRED IMPROVEMENT AGREEMENT

2. The Developer has posted a bond with the City in the amount of Sixty-Thousand Dollars ($60,000.00), which represents the Developer's pro-rata share of the estimated cost of obtaining the easement for the improvements. 3. When the City, or its agent, commences acquisition of the easement for the improvements, the Developer shall pay to the City, in cash, its pro-rata share of the easement costs. Upon receipt of payment from the Developer, the City shall release the bond. If the City, or its agent, is able to acquire the easement without cost, the bond shall be returned to the Developer. 4. Developer shall indemnify, defend, and hold harmless the City, its employees, Council, commissions, and agents from any loss, claims, liability, or expenses, including reasonable attorney's fees and costs, for personal injury or death, or property damage, arising out of or in connection with the activities of the Developer or its employees or agents in the performance of its obligations, or lack thereof, under this Agreement. 5. This Agreement shall be binding upon the successors, general partners and assigns of the parties hereto. 6. Notice to the parties shall be sent via U.S. Mail to the following addresses: To City: City of Pleasanton 123 Main Street P.O. Box 520 Pleasanton, CA 94566 Attn: City Manager To Developer: Summerhill Rose Ltd. c/o SummerHill Homes 777 California Avenue Palo Alto, CA 94304 Attn: Mark Beskind, Counsel 7. Time is of essence to this Agreement. 8. Amendments may occur by written consent of both parties. 9. The venue for any action to interpret or enforce this Agreement shall be the appropriate court in Alameda County, California.