PLEASANTON UNIFIED SCHOOL DISTRICT - FINANCING

(including all fees received under its "gift agreement" with developers) in accordance with Exhibit 3. If, in any fiscal year, District does not receive sufficient school impact fees to meet the projected project expenses as shown on Exhibit 3, District may draw on the City's two million dollars to pay for those project expenses in an amount not to exceed the Vineyard Avenue infrastructure improvements debt service for that year. 5. If City funds are used by District as provided in paragraphs 3 and 4, District shall repay City, with interest (at the State's Local Agency Investment Fund rate, compounded quarterly). 6. If City uses any portion of the two million dollars as provided in paragraphs 3 and 6, City shall replenish the fund such that on June 30 of each fiscal year there will be funds sufficient to equal the District's Vineyard Avenue infrastructure improvements debt service for the following fiscal year. 7. When all the Phase I, If and III infrastructure improvements have been constructed and accepted by the City, if District's pro rata share (currently estimated to be a total of $4.16 million) is more than its share as determined by using the allocation of infrastructure costs to the District as set forth in the Specific Plan, which are incorporated herein by reference, District shall within 60 days of such acceptance provide such additional funds to City. If District's pro rata share is less than its allocated share as set forth in the Specific Plan, District shall be reimbursed for the difference as provided in the Vineyard Avenue Specific Plan Financing Program. In either event, City shall provide to District a detailed accounting of how its funds were spent. 8. Nothing provided herein precludes the parties from pursuing alternative methods of financing (or refinancing), including separate or a joint financing such as a joint powers agreement, the Vineyard Avenue infrastructure improvements. 9. This Agreement may be modified or amended only in writing upon mutual agreement of the parties. 10. In the event that any of the Parties to this Agreement should bring an action or other proceeding to enforce any of the terms or provisions of this Agreement, then the prevailing party shall be entitled to receive an award of reasonable fees and costs, including attorneys fees.