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GRANTOR: GREATER EAST BAY PROPERnEs,LLC APN: 941-1311-1 PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT real property and that no other authorizations are required to implement this Agreement on behalf of GRANTOR. GRANTOR understands that this Agreement is subject.to the, approval of CITY, and this Agreement shall have no effect unless and until the CITY COUNCIL approves it. B. Counterparts Signature. This Agreement may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one agreement. C. Entire Agreement. The parties have here set forth the whole of their agreement. The performance of this Agreement constitutes the entire consideration for the Permanent Easement and TCE and shall relieve CITY of all further obligations or claims on this account. D. Binding on Successors.and Assigns. This Agreement shall be binding on and inure to the ben efi#of the respective heirs, successors and assigns of the parties. E. Jurisdiction and Venue. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California courts with venue in the County of Alameda. F. Cooperation. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to cant' out the purposes and intent of this Agreement including,but not limited to, releases or additional agreements. G. Waiver and Modification. Any waiver, modification,consent or acquiescence with respect to any provision of this Agreement shall.be set forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. H. Notices. Any notice that either party may oris required to give the other shall be in writing, and shall be either personally delivered or sent by regular U.S. Mail or sent by reputable overnight courier, to the following addresses: To GRANTOR: To CITY: Greater East Bay Properties, LLC, City of Pleasanton Engineering Department a California limited liability company P.O. Box 520 1280 Boulevard Way, Ste. 109 Pleasanton, CA 94566-0802 Walnut Creek, CA 94595 Attn: Steve Kirkpatrick, Director of Engineering /City Engineer Notices delivered personally or by reputable overnight delivery shall be deemed delivered upon receipt or refusal of receipt. Notices delivered by regular U.S.shall be deemed delivered three business days after deposit in the U.S. Mail postage prepaid. Either party may change its address for notice by delivering notice in accordance with this section. 1. Severability. If any term or provision of this Agreement shall,to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected, so long as the economic or legal substance of the transactions contemplated hereby is not materially affected in any manner adverse to either.party. Upon such determination that any term or provision is illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the and that transactions contemplated hereby are fulfilled to the greatest extent possible. Page 5 of 7