STAPLES RANCH COST SHARING AGREEMENT

3. IMPLEMENTATION OF THE LIVERMORE FLOOD PROTECTION IMPROVEMENTS BY LIVERMORE 3.1 This Section 3 describes the parties' obligations with regards to the Livermore Flood Protection Improvements if Livermore is the Constructing Agency. 3.2 LIVERMORE, at no cost to AUTHORITY or PLEASANTON, shall process a Conditional Letter of Map Revision ("CLOMR") and a Letter of Map Revision ("LOMR") with the Federal Emergency Management Agency ("FEMA") that removes a portion of the El Charro Specific Plan and all of the Staples Ranch Property from the 100- year flood zone based on the Livermore Flood Protection Improvements. LIVERMORE shall make best efforts to have the CLOMR executed by all affected parties by no later than December 31, 2007. AUTHORITY and PLEASANTON shall cooperate with LIVERMORE in obtaining an executed CLOMR. 3.3 LIVERMORE shall design and obtain all necessary permits to construct the Livermore Flood Protection Improvements. LIVERMORE shall make best efforts to have all permits required by other government agencies necessary for construction of the Livermore Flood Protection Improvements fully executed no later than April 30, 2008 and shall make best efforts to commence construction of the Livermore Flood Protection Improvements by no later than July 1, 2008 and to complete construction no later than August 31, 2009. AUTHORITY agrees to cooperate in permitting and implementing the construction of the Livermore Flood Protection Improvements 3.4 LIVERMORE anticipates entering into an agreement with Zone 7 that will reimburse LIVERMORE for a portion of the costs LIVERMORE incurs in designing and construction of the Livermore Flood Protection Improvements, as well as other flood protection improvements as part of a larger flood protection project compatible with Zone 7's StreamWISE program. The AUTHORITY agrees to cooperate with LIVERMORE in LIVERMORE'S negotiations with Zone 7, and LIVERMORE agrees to provide the AUTHORITY with a final draft of the LIVERMORE/Zone 7 Agreement for the AUTHORITY'S review and comment. 3.5 If LIVERMORE enters into a reimbursement agreement with Zone 7, LIVERMORE and the AUTHORITY agree to execute an agreement providing for the AUTHORITY'S financial participation in the Livermore Flood Protection Improvements based on the following terms: a. AUTHORITY agrees to pay to LIVERMORE a sum not to exceed $2.4 million, as provided below, as the AUTHORITY'S contribution to the Livermore Flood Protection Improvements. b. LIVERMORE and AUTHORITY anticipate that LIVERMORE will be reimbursed by Zone 7 for a portion of LIVERMORE'S costs incurred in constructing the Livermore Flood Protection Improvements. As a result, the 6 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton