JENSEN / MANNING - MEMORANDUM OF UNDERSTANDING-PLEASANTON GOLF COURSE

(ii) The actual Infrastructure costs will be known and fixed upon award of a contract by the City Council for such work. If the Landowners obtain a building permit or there is a Close of Escrow prior to the time the infrastructure costs are actually determined, the Landowners shall then pay the most current estimated amount. At such later time that the costs are fixed through the award of an actual construction contract, the City will have 60 days to refund any overpayment, if any, to the Landowners; or the City will send the Landowners an invoice for any underpayment, if any, with payment of the difference due in 60 days. (iii) For the final 10 new residential lots for which a building permit is to be obtained, or there is a Close of Escrow, the City shall pay the Pro Rata Share of Infrastructure costs. (e) The City has made the grading, engineering and geotechnical plans available to the Landowners, and their agents and expert consultants, for review and comment. The City shall direct its golf course construction contractor to grade the Lots in accordance with the approved grading, engineering and geotechnical plans, and to compact the building pad portions of the Lots to 90% relative compaction. As an element of the construction contract for the development of the Golf Course Property and the grading of the Lots, the City shall require that the construction contractor indemnify, defend and hold harmless the Landowners, and name the Landowners as additional insureds, for any work done by the construction contractor on the Lots. In addition, the City shall require that its on-site geotechnical engineer, who will have responsibility to ensure that the grading of the Lots and the Golf Course property is accomplished as provided in the approved plans, also indemnify, defend and hold harmless the Landowners, and name the Landowners as additional insureds, for any work related to the Lots. (f) The components identified in paragraphs 1(a) to 1(d) above shall be the only compensation to the Landowners for the Golf Course Property and the City hereby makes no guarantee that the sale of the new lots will in fact generate $7,200,000 (or any other amount) for the Landowners. Except as provided in this subsection 1(e), in no event is the City obligated to make any further or additional payments to the Landowners, create additional lots for their benefit or take any other action for or on Landowners' behalf. The only additional consideration shall be as follows: (i) as to Manning: The items set forth in the attached Exhibit D. (ii) as to Jensen: The items set forth in the attached Exhibit E. Page 4 of 8