STAPLES RANCH COST SHARING AGREEMENT

permits under the control of LIVERMORE, including, but not limited to, the use of LIVERMORE owned property (including lease payment, if any, and maintenance costs), encroachment permits and grading permits. At the time AUTHORITY deems it necessary to proceed with the Livermore Flood Protection Improvements, the parties agree to meet and confer to mutually agree upon a new completion schedule based on the AUTHORITY's and LIVERMORE's schedules for development in their respective Specific Plan areas (El Charro and Staples Ranch). 5.3 If AUTHORITY takes over the construction of the Livermore Flood Protection Improvements pursuant to Paragraph 5.2, above, the AUTHORITY shall seek to obtain a Reimbursement Agreement with Zone 7 for the Livermore Flood Protection Improvements. If Zone 7 (a) fails to enter into a Reimbursement Agreement with the AUTHORITY that is satisfactory to the AUTHORITY, (b) requires that the Livermore Flood Protection Improvements be part of a larger flood control project that would cost more than a total of $7 million, or (c) does not agree to reimburse AUTHORITY for all costs associated with the Livermore Flood Protection Improvements, with the exception of no more than a total of $2 million in non- reimbursable costs, LIVERMORE and AUTHORITY agree as follows: AUTHORITY shall have the right to design, permit and construct a "Minimum Livermore Flood Protection Improvements" project on LIVERMORE property within the El Charro Specific Plan Area that will include only those elements necessary to (1) remove all of the Staples Ranch Property and that portion of the El Charro Specific Plan area designated for commercial development from the 100-year flood zone, and (2) mitigate for any associated impacts provided that there are no new negative impacts to LIVERMORE. A conceptual "Minimum Livermore Flood Protection Improvements" is illustrated in Exhibit F and is currently assumed to consist solely of a North Overbank Area and a South Bank Detention Basin, located to the west of the existing golf course on property owned by LIVERMORE. 5.4 If the AUTHORITY, pursuant to Paragraph 5.3, above, designs and constructs the "Minimum Livermore Flood Protection Improvements "project, LIVERMORE shall cooperate with AUTHORITY, including, but not limited to providing AUTHORITY with all studies, drawings, permits, agreements, permit applications and draft agreements relating to the design, permitting and construction of a "Minimum Livermore Flood Protection Improvements "project. LIVERMORE shall also cooperate, to the fullest extent possible, in permitting the AUTHORITY to construct the "Minimum Livermore Flood Protection Improvements" project by providing AUTHORITY with all necessary permits under the control of LIVERMORE, including, but not limited to, the use of LIVERMORE owned property ,encroachment permits and grading permits. LIVERMORE agrees to permit AUTHORITY to stockpile any excess excavation material generated by the "Minimum Livermore Flood Protection Improvements" project as close to the areas of work as practical that will not conflict with flood protection, that are acceptable to any affected agencies and any affected land owners and is consistent to the El Charro Specific Plan Improvements. The parties agree to negotiate the placement of the 11 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton