08 ATTACHMENT 5 - Laserfiche WebLink

7.6 If PLEASANTON breaches the non-interference provisions of this Agreement, LIVERMORE shall have the right to demand that PLEASANTON immediately reimburse LIVERMORE for its $1.0 million advance for the El Charro Interchange Improvements as provided in paragraph 2.3, if the advance has been made by LIVERMORE. LIVERMORE reserves the right to take any action in law or equity for such breach as described in Paragraph 8 below. 7.7 If LIVERMORE is constructing any improvements covered by this Agreement and LIVERMORE breaches the non-interference provisions prior to full payment by AUTHORITY to LIVERMORE for AUTHORITY'S share of the Road and/or Flood Protection Improvements, the AUTHORITY shall have the right to demand that LIVERMORE immediately reimburse AUTHORITY for any payments 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 also reserves 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, AUTHORITY shall have the right to demand that LIVERMORE 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. Failure by any party to pay for the El Charro Road Improvements, the Freisman Road Relocation Improvements or the Flood Protection Improvements as required under this Agreement, or failure by any party to require the payment of the reimbursement as a condition of project approval or building permit as agreed upon in this Agreement, shall constitute a breach . If such a breach of this Agreement occurs, the non-breaching party 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 their respective Specific Plan Area. 9. INDEMNITY. Each Party to the Agreement, 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, agents 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) the 15 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton