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<br />12. MECHANICS LIENS.
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<br />12.1 Livermore. In connection with any construction, maintenance or other work
<br />performed by or on behalf of Livermore related to the EI Charro and Intersection Improvements, the
<br />Livermore Additional Improvements, the Temporary License and/or this Agreement, Livermore shall not
<br />permit' any mechanic's, materialtnan's or other liens to be filed against the Vulcan Properties. Livermore
<br />shall, at its sole cost, and expense, promptly cause the release of such lien filed against any of the Vulcan
<br />Properties. In the event that Livermore fails to have such lien released within fifteen (15) days of the date
<br />such lien is recorded, Vulcan shall have the right to take commercially reasonable actions to remove such
<br />lien, including payment of the amount demanded in such lien, and Livermore shall promptly reimburse
<br />Vulcan for all of Vulcan's costs related to such lien, including reasonable attorneys' fees. The provisions
<br />of this Section 12.1 shall survive the expiration or termination of this Agreement.
<br />
<br />12.2 Pleasanton. In connection with any construction, maintenance or other work
<br />pe~formed by or on behalf of Pleasanton related to the Pleasanton Additional Improvements, the
<br />Pleasanton Construction License and/or this Agreement, Pleasanton shall not permit any mechanic's,
<br />materialman's or other liens to be filed against the Vulcan Properties. Pleasanton shall, at its sole cost
<br />and expense, promptly cause the release of such lien filed against any of the Vulcan Properties. In the
<br />event that Pleasanton fails to have such lien released within fifteen (15) days of the date such lien is
<br />recorded, Vulcan shall have the right to take commercially reasonable actions to remove such lien,
<br />including payment of the amount demanded in such lien, and Pleasanton shall promptly reimburse Vulcan
<br />for all of Vulcan's costs related to such lien, including reasonable attorneys' fees. The provisions of this
<br />Section 12.2 shall survive the expiration or termination of this Agreement.
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<br />13. INDEMNITY.
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<br />13.1 Livermore. Livermore shall indemnify, protect, defend (with attorneys
<br />reasonably acceptable to the indemnified party) and hold the other parties and their respective
<br />Representatives, contractors, and licensees from any and all Claims for any personal injury, death,
<br />property damage or other damages that arise directly or indirectly from: (a) Livermore's breach of any
<br />covenant, representation" warranty, obligation or condition of this Agreement; (b) any Livermore Land
<br />Use Approvals; (c) the design, engineering, construction, operation (to the extent under Livermore's
<br />reasonable control) or maintenance of the Improvements; and/or (d) any other subject matter of this
<br />Agreement.
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<br />13.2 Pleasanton. Pleasanton shall indemnify, protect, defend (with attorneys
<br />reasonably ,acceptable to the indemnified Party) and hold the other parties and their respective
<br />Representatives, contractors, and licensees from any and all Claims for any personal injury, death,
<br />property damage,or other damages that arise directly or indirectly from: (a) Pleasanton's breach of any
<br />covenant, representation, warranty, obligation or condition of this Agreement; (b) any Pleasanton Land
<br />Use Approvals; (c) the design, engineering, construction, operation (to the extent under Pleasanton's
<br />reasonable control) or maintenance of the Improvements; and/or (d) any other subject matter of this
<br />A~em~. ' .
<br />
<br />13.3 County. County shall indemnify, protect, defend (with attorneys reasonably
<br />acceptable to the indemnified party) and hold the other parties and their respective Representatives,
<br />contractors, and licensees from any and all Claims for any personal injury, death, property damage or
<br />other damages that arise directly or indirectly from: (a) County's breach of any covenant, representation,
<br />warranty, obligation or condition of this Agreement; (b) the design; engineering, construction, operation.
<br />(to the extent under County's reasonable control) or maintenance of the Improvements; and/or (c) any
<br />other subject tnatter of this Agreement.
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<br />002483.0004\ 793691.13
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