TRANSPORTATION CORRIDOR PURCHASE AGREEMENT 2008

THE PARTIES AGREE THAT THE AMOUNTS FORFEITED BY CITY AND PAID TO COUNTY UNDER THIS SECTION_1.7 CONSTITUTE LIQUIDATED DAMAGES PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES AND THAT THE FOREGOING AMOUNTS ARE REASONABLE ESTIMATES OF THESE DAMAGES, AND THAT COUNTY SHALL RETAIN THE AMOUNTS AS COUNTY'S SOLE AND EXCLUSIVE REMEDY. THE PARTIES WITNESS THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION BY INITIALING BELOW. CITY'S INITIALS: COUNTY'S INITIALS: 1.8 Extension of Time. he County may, at its discretion, extend the date of the Second Closing Date for two additional years beyond the five years provided in Section 1.4 if progress is being made towards satisfying the conditions identified in Section 1.4. The parties must agree to extensions of time to satisfy the conditions identified in Section 1.4 beyond the two additional years. 1.9 Creation of New Easements/License. County will reserve an easement for fiber optics purposes and telecommunications purposes for the purpose of a fiber optics license agreement with Time Warner, and/or its successors or assigns with County permission. This reservation shall be in the Grant Deed whereby the Properties are conveyed. The language of the easement reservation and the legal description thereof are attached hereto as Exhibit C. If County grants an easement and/or license to third parties in connection with the remediation or clean up activities on Segment 7, City shall review and approve the form of this easement/license. 1.10 Retention of Revenue from Easements. Notwithstanding the County's sale of the Properties to City, County shall retain the revenues from the fiber optic and telecommunication easement described in Paragraph 1.9. Kinder Morgan Pipeline, Inc. or its successors and assigns, will retain all revenues from the pipeline and incidental purposes easement. 1.11 Assignment of License Agreements. There exists on the Properties certain license agreements between the County and Hap's Restaurant, the Old Ice House, Pleasanton Specialty Cars and various cable television companies. Each of these license agreements may be terminated with 30 days written notice to the licensee. The City has reviewed each of these license agreements. County assigns to City its right, title and interest to such license agreements and City accepts same as of the first Closing Date. 1.12 Exceptions to Title. County has provided to City preliminary title reports to the Properties. The City has reviewed such reports and agrees to take title subject to the exceptions listed therein. 1.13 Closin Costs. Closing costs shall be shared as follows: Each party shall pay its own attorneys' fees in connection with negotiating this Agreement and closing the escrow. City shall pay recording costs, any escrow fees, and if City chooses to acquire title insurance, the title insurance premiums associated with such insurance. County shall pay the documentary transfer taxes, if any, incurred in connection with this transaction. There will be no brokers fees or commissions paid on this transaction. An escrow has been opened at North American Title in Pleasanton, CA, Escrow #54606-709644.