(7)AR 052008 Valley Blvd/BNSF Grade Separation project

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Cooperative Agreement No. C08161 i) This Agreement shall terminate upon completion of PROJECT PA&ED and PS&E obligations of AUTHORITY and the delivery of required PROJECT documents to the CITY, or on December 31, 2013, whichever is earlier in time. Should any claims arising out of PROJECT be asserted against one of the PARTIES, the PARTIES agree to extend the fixed termination date of this Agreement, until such time as the claims are settled, dismissed or paid. j) Termination i) Termination for Cause (1) Any Party to this Agreement may declare a breach hereof by serving written notice describing the nature of the breach to the other Party. The Party alleged to have breached the Agreement shall be afforded thirty (30) days from service of the notice of breach to take whatever steps necessary to cure the breach. If the breach is not cured within the time parameters set forth herein, this Agreement may be terminated as to that Party deemed to be in breach of this Agreement. ii) Termination for Convenience (1) In the event either Party terminates the agreement for convenience, the Party terminating the agreement for convenience shall furnish a thirty (30) day written notice to the other Party. iii) Force Majeure (1) If, due to act of God, fire, flood, storm, inclement weather, earthquake, drought, acute restrictions or riot, war or insurrection, plant or animal infestation or disease, sudden or severe energy shortage, strike, work stoppage, work slowdown or other concerted job action, terrorist action or other condition of emergency or disaster beyond the control of either Party which makes performance of any of its obligations under this Agreement impossible or extremely impracticable, such obligations shall be suspended during such time any such condition or conditions exist. iv) Termination Costs (1) If CITY terminates this Agreement, CITY shall pay to AUTHORITY all costs incurred by AUTHORITY, including AUTHORITY's share paid to date, and costs to be incurred as a result of terminating the agreement. If AUTHORITY terminates this Agreement, AUTHORITY shall pay to CITY all costs incurred by CITY, including costs to be incurred as a result of terminating the agreement SECTION H Financial Responsibilities a) The total cost for Project Management/Administration, PA&ED and PS&E, including Right of Way Engineering, is estimated at three million four hundred eighty-eight thousand twenty-six dollars ($3,488,026). These cost components are subject to different cost share percentages. The CITY is 100% financially responsible for the Project Management/Administration costs estimated to be four hundred fifty-nine thousand seven hundred twenty-eight dollars ($459,728). The PA&ED/PS&E costs are subject to a development mitigation fair share percentage as determined by Measure 12010-2040 and require 19.6% to be funded by developer contributions. The City's share of PA&ED/PS&E costs, including Right of Way Engineering, is estimated to be five hundred ninety three thousand five hundred forty-seven dollars ($593,547). The remaining 80.4%, which is estimated to be two million four hundred thirty-four thousand seven hundred c08161,docx 3 of 10