STAPLES RANCH COST SHARING AGREEMENT

PLEASANTON and LIVERMORE have a mutual interest in maintaining a Level of Service (LOS) D or better at the intersection of El Charro Road/Jack London Boulevard and Auto Mall Place. If at any time in the future a LOS D is not maintained at that intersection, PLEASANTON and LIVERMORE shall identify, plan, design and fund additional roadway improvements to maintain the intersection at an appropriate LOS. For determining funding for such improvements, LIVERMORE and PLEASANTON shall meet and determine the nature of the trips at the intersection as either Pleasanton orgin/destination, Livermore origin/destination or regional through trips. To the extent that actual vehicle trips to/from Livermore exceed the number of Livermore projected traffic trips in the LIVERMORE El Charro Specific Plan EIR, LIVERMORE shall fund those improvements made necessary by those excess trips. To the extent that actual vehicle trips to/from Pleasanton exceed the number of Pleasanton projected traffic trips in the LIVERMORE El Charro Specific Plan EIR, PLEASANTON shall fund those improvements made necessary by those excess trips To the extent that vehicle trips using the intersection cannot be identified as trips from either Livermore or Pleasanton, they shall be considered regional trips and the cost of improvements shall be shared equally. 11. Effective Date. Notwithstanding any provision herein to the contrary, this Agreement shall not become effective unless and until signed and delivered by all parties. 12. Term and Termination: This Agreement shall remain in effect until (a) construction of all public improvements, including Road Improvements and Flood Protection Improvements, described in this Agreement have been completed and accepted by the party responsible for accepting the public improvements; and (b) the reimbursement and payment provisions of this Agreement have been performed and satisfied by all parties to this Agreement. If no public improvements have been constructed by 2012, this Agreement shall terminate. 13 Conflict with Other Contracts and Agreements. In the event this Agreement or any provisions hereof conflict with any other contract, agreement or memorandum of understanding to which LIVERMORE, AUTHORITY, or PLEASANTON is a party, as between LIVERMORE, AUTHORITY or PLEASANTON, this Agreement shall govern and control over any such conflicting provision. 14. Entire Agreement. This Agreement, including all recitals, exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, negotiations, representations, promises and agreements, oral or written, by or between the parties, with respect to the subject matter hereof. No representations, inducements, promises, or agreements have been made in connection with this Agreement by any party, or anyone acting on behalf of any party, other than those expressly set forth in this Agreement. 15. Amendment. This Agreement may be amended, modified or supplemented only by a writing signed by all parties. 17 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton