STAPLES RANCH COST SHARING AGREEMENT

Specific Plan Area, that are necessary to remove the commercial development portions of the El Charro Specific Plan area and the entire Staples Ranch Property from the 100 year flood zone. Exhibit F illustrates the conceptual Minimum Livermore Flood Protection Improvements. 1.5 "Constructing Agency" is defined as the agency responsible for constructing or causing to construct the El Charro Road Improvements including obtaining permits, bid, award and acceptance. 1.6 "Ultimate Interchange" is defined as the project set forth in the document entitled "Cost Sharing Agreement between City of Dublin, City of Livermore, and City of Pleasanton regarding Funding for the Design, Construction, and Landscape Maintenance of Phase II of the I-580/Fallon Road/El Charro Road Interchange" and generally consistent with the City of Dublin's Concept Plan entitled "I-580/Fallon Road Interchange Plan Line for Ultimate Geometry" and dated February 18, 2004. 2. CONSTRUCTION OF ROAD IMPROVEMENTS BY LIVERMORE: 2.1 a. If LIVERMORE is the initial Constructing Agency as provided in Section 3.1 of the Pre-Development and Cooperation Agreement (El Charro Specific Plan and Prime Outlets Project, Livermore, California; Staples Ranch, Pleasanton, California) dated September 24, 2007 ("Vulcan Agreement") and, if LIVERMORE has not commenced construction or installation of the El Charro Road Improvements by the date, if any, that PLEASANTON's annexation of Staples Ranch Property becomes effective, then PLEASANTON thereupon shall become the Constructing Agency unless LIVERMORE and PLEASANTON have mutually agreed otherwise in writing. If PLEASANTON is the Constructing Agency, the provisions of Section 4 shall apply. Provided that LIVERMORE is the Constructing Agency, LIVERMORE shall provide AUTHORITY with written notice that it has received one or more responsive bids for the El Charro Road Improvements. Within 10 working days of LIVERMORE'S written notification to AUTHORITY of LIVERMORE's receipt of the bid, AUTHORITY shall provide LIVERMORE-with written evidence that the funds are allocated and committed for the Improvements. Thereafter, AUTHORITY agrees to pay LIVERMORE $2.0 million within 30 days of LIVERMORE'S written notification to AUTHORITY that a contract has been awarded and a notice to proceed given for the construction of the El Charro Road Improvements. AUTHORITY'S payment of $2.0 million shall fully satisfy all obligations of the AUTHORITY, PLEASANTON and the Staple Ranch property developers to contribute towards the cost of the El Charro Road Improvements. AUTHORITY agrees to cooperate to facilitate the implementation of the El Charro Road Improvements. 2.1 b. If LIVERMORE is the Constructing Agency, it shall provide the construction plans at 35%, 65%, and 95% of completion for the El Charro Road Improvements to AUTHORITY and PLEASANTON. PLEASANTON and AUTHORITY shall review the plans and provide written comments to LIVERMORE no later than 28 calendar days after receipt of the 35% plans, 21 calendar days after receipt of the 4 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton