STAPLES RANCH COST SHARING AGREEMENT

made, and the AUTHORITY shall not be obligated to make any further payments and LIVERMORE agrees to take full financial responsibility for the Road and/or Flood Protection Improvements. AUTHORITY and PLEASANTON also reserve all rights in law and equity for such a breach as described in Paragraph 8 below. 7.8 If AUTHORITY is constructing any of the improvements covered by this Agreement and LIVERMORE breaches the non-interference provisions of this Agreement prior to full payment by LIVERMORE to AUTHORITY for LIVERMORE's share of the Road-and/or Flood Protection Improvements, t LIVERMORE shall immediately pay AUTHORITY $3.2 million for the El Charro Road Improvements and the Freisman Road Relocation Improvements and $1 million for the Livermore Flood Protection Improvements. AUTHORITY also reserves all rights in law and equity for such a breach as described in Paragraph 8 below. 8. BREACH OF AGREEMENT. Any party's failure to comply with material terms and conditions of this Agreement, including but not limited to the Non-Interference provisions of Section 7, shall constitute a breach .The non-breaching party shall provide written notice to the party in breach describing (1) the failure to comply with the terms and conditions of the Agreement ("Default") and (2) the actions required by the party in breach to cure the Default. The party in breach shall have 30 days after the date of the notice to cure the Default or, if the Default is such that it cannot be cured within the 30 day period, the party in breach shall have commenced the actions necessary to cure such Default and shall be diligently proceeding to complete such actions necessary to cure such Default within 30 days from the date of the notice. If such a breach of this Agreement occurs, any party not in breach, in addition to following the Dispute Resolution procedures under this Agreement, may take any action in law or equity to protect its rights, including, but not limited to, enjoining the party in breach from proceeding with any approvals in its respective Specific Plan Area. 9. INDEMNITY. LIVERMORE, PLEASANTON, and AUTHORITY shall indemnify, protect, defend (with attorneys reasonably acceptable to the indemnified party) and hold the other parties and their respective elected and appointed officers, agents, contractors, licensees, employees, and representatives from any and all claims, costs, causes of action, liabilities for any personal injury, death, property damage or other damages that arise directly or indirectly from: (a) each party's breach of any covenant, representation, warranty, obligation or condition of this Agreement; (b) to the extent under each party's reasonable control, the construction, operation or maintenance of the Improvements; and/or (c) each party's performance of its obligations under the Agreement. 10. MAINTENANCE OF LEVEL OF SERVICE. 16 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton