PLEASANTON CREEK ASSOCIATES SETTLEMENT AGREEMENT

Page 6 of 12 of Pleasanton, and their respective related Affiliates, in full force and effect in accordance with its terms. The representations and warranties set forth above shall endure forever and shall survive any investigation made by or on behalf of the ASSOCIATION, PACWEST, DEVELOPERS, and the City of Pleasanton, or any of them, regardless of any actual or constructive knowledge on the part of the ASSOCIATION, PACWEST, DEVELOPERS, and the City of Pleasanton, or any of - them, with respect to the truth or accuracy of any such representation or warranty. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign, and each agrees to indemnify, defend and hold harmless each other party hereto against all claims, suits, actions and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, in which it may be successfully asserted that he or she was not competent or so authorized to execute this Agreement and to receive the consideration therefor. 12. Compromise. This Agreement is the result of a compromise and shall never at any time or for any purpose be considered an admission of liability or responsibility on the part of any party herein released, nor shall the payment of any sum of money in consideration for the execution of this Agreement constitute or be construed as an admission of any liability whatsoever by any party herein released, all of which continue to deny such liability and to disclaim such responsibility. 13. Attorneys' Fees and Costs. Except for the payment provided in paragraph 3 hereof,the parties hereto acknowledge and agree that each of them shall bear their own costs, expenses and attorneys' fees arising out of or connected with the Action, the negotiation, drafting and execution of this Agreement, and all matters arising out of or connected therewith,except that in the event any action or proceeding is brought to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs against the non-prevailing parties in addition to all other relief to which that party or those parties may be entitled. 14. Notwithstanding anything to the contrary herein, as between PACWEST and DEVELOPERS, this release only affects the rights of DEVELOPERS and the obligations of PACWEST relating to DEVELOPERS performance,payment and maintenance bonds numbered 234922S. 15. Construction of Agreement. This Agreement is the product of negotiation and preparation by and among each party hereto and their respective attorneys. Accordingly, all parties hereto acknowledge and agree that this Agreement shall not be deemed prepared or drafted by one party or another, or the attorneys for one party or another, and shall be construed accordingly. 16. Governing Law. This Agreement shall be interpreted in accordance with and SETTLEMENT AGREEMENT, MUTUAL RELEASE AND COVENANT NOT TO SUE Canyon Creek of Pleasanton v. Pacwest Development, et al.