LIVERMORE CITY OF (EL CHARRO ROAD)

5. License to Enter. (a) As of the effective date of this Agreement, Pleasanton grants to Livermore, its employees, agents and contractors a license to enter onto Pleasanton right-of-way, easement and property as needed by Livermore to construct and maintain the items defined in Section 3, above. (b) As of the effective date of this Agreement, Livermore grants to Pleasanton its employees, agents and contractors a license to enter upon Livermore right-of-way, easement and property to maintain the items defined in Section 2, above. 7. Enforcement Actions. Since some of the storm water within the future El Charro Road storm drain system within Pleasanton will originate on private property within Livermore, Livermore shall be responsible for any enforcement actions necessary for violations originating within its respective jurisdictional boundaries in compliance with the National Pollution Discharge Elimination System permit in effect at the time of such violation. 8. Indemnity. Each party shall indemnify, defend and hold harmless the other party, its officers, employees and agents against and from any and all claims or suits for damages or injury or fines arising from its breach or default of any obligation under this Agreement, excepting such claims or suits for damages or injury arising from the sole negligence or willful misconduct of the other party. 9. Notices. All notices herein required shall be in writing and shall be delivered in person,by facsimile, email or sent by U.S. mail, postage prepaid. Notices required to be given shall be addressed as follows, unless one party advises the other of any change: City of Livermore City of Pleasanton Attn: Cheri Sheets- City Engineer Attn: Steve Kirkpatrick-City Engineer 1052 South Livermore Avenue P.O. Box 520 (123 Main Street) Livermore, CA 94550 Pleasanton, CA 94566 Fax: (925) 960-4510 Fax: 925-931-5478 Email: crsheets @cityof livermore.net Email: skirkpatrick @cityofpleasantonca.gov 10. Term. This Agreement shall be in effect while the Improvements remain in the design and configuration first constructed. If there is a significant change in design or configuration, the parties agree to meet and discuss maintenance obligation of each party with regard to the reconstructed Improvement(s). 11. Miscellaneous. (a) The parties expressly acknowledge and agree that the requirements and obligations of this Agreement supplement and expand upon the provisions of the Cooperation Agreement but to the extent there are conflicts between this Agreement and the Cooperation Agreement, the provisions of this Agreement shall control El Charm Maintenance Agreement/Livermore/Pleasanton Page 3 of 4