PLEASANTON UNIFIED SCHOOL DISTRICT - FINANCING

G. The estimated cost of the Phase I infrastructure improvements, as more fully described in the attached Exhibit 1, is $6.6 million; the overall estimated cost for the Vineyard Avenue Corridor core infrastructure improvements (including Phase 1), as more fully described in Exhibits 1 and 2, is between 17 and 18 million dollars; the District's estimated share for the overall improvements is 4.16 million dollars based on the allocation of costs set forth in the Specific Plan. H. City intends to enter into an agreement with one of the Vineyard Avenue developers by which that developer (or a licensed general contractor hired by that developer) shall construct the Phase I infrastructure improvements, subject to the City's reimbursing such developer for such work. NOW, THEREFORE, in consideration of the following mutual promises, City and District agree as follows: 1. District will provide $4.16 million towards the Phase I infrastructure improvements. City shall provide to District copies of all construction documents related to the Phase I infrastructure improvements. As City receives and approves invoices from developer for work as described in Recital H, District shall provide to City funds, up to $4.16 million, for payment to the developer. 2. City appropriates $2.44 million towards the Phase I infrastructure improvements and will use those funds to reimburse the developer for work as described in Recital H once District has provided to City the District's $4.16 million. 3. City also appropriates an additional two million dollars (to be appropriated in a noninterest bearing capital improvement fund). District may use these funds if (a) District generates some or all its share of Phase I infrastructure costs through bond (or similar) financing and (b) the conditions in paragraph 4 below are met. City may use these funds for the grading (and related work) of the Phase I infrastructure improvements and if the Phase I infrastructure costs exceed $6.6 million. In order for either District or City to use these funds, the District Superintendent and the City Manager must meet and confer to determine if the requirements for use of the two million dollars have been satisfied by the District or City. District and City agree to act in good faith and not unreasonably deny, delay, or condition the District's or City's right to use the fund as provided herein. 4. Attached hereto is Exhibit 3 which shows the District's school facilities projects, the amount of school impact fees projected to be spent on each project through the year ending June 30, 2013 and the projected debt service for such years assuming that the District finances its share of the Vineyard Avenue infrastructure improvements. District may revise Exhibit 3 (a) to reflect the actual debt service for the years in question and (b) with 30 days notice to city, to add or delete school facilities projects and/or to revise the amount of school impact fees projected to be spent on each project. District agrees to allocate all of the school impact fees it receives 2