STAPLES RANCH COST SHARING AGREEMENT

AUTHORITY'S not-to-exceed $2.4 million contribution to the Livermore Flood Protection Improvements shall consist of two components: the contribution that LIVERMORE agrees will be reimbursed to the AUTHORITY from LIVERMORE as a result of funds received from Zone 7 and the portion of the contribution that will not be reimbursed. c. The non-reimbursable portion of the AUTHORITY'S contribution shall be limited to 50% of the actual cost of that portion of the North Overbank and South Detention Basin that Zone 7 does not reimburse LIVERMORE for, not to exceed a total of $1 million. "Actual cost" shall include the cost of construction, plus apro-rata share of design costs and apro-rata share of any mitigation costs attributable to the North Overbank and South Detention Basin that may be required by other agencies. d. Any AUTHORITY contribution towards the Livermore Flood Protection Improvements above the amount determined to be non-reimbursable (per the preceding paragraph 3.Sc) shall be considered reimbursable to the AUTHORITY by LIVERMORE. The maximum amount of AUTHORITY'S reimbursable contribution shall be calculated by subtracting the AUTHORITY'S non-reimbursable portion from $2.4 million. For example, if the total project cost is $6.6 million, of which $1.2 million are determined to be non-reimbursable (pursuant to Section 3.Sc) and $5.4 million are determined to be reimbursable, the AUTHORITY'S total contribution shall be $2.4 million, of which $600,000 (50% of $1.2 million) shall be considered non-reimbursable and $1.8 million ($2.4 million minus $600,000) shall be considered reimbursable. e. Provided that LIVERMORE is the Constructing Agency, CITY shall provide AUTHORITY with notice that a bid has been accepted. Within 10 working days of LIVERMORE' S written notification to AUTHORITY of the bid, AUTHORITY shall provide LIVEMORE with written proof that the funds are allocated and committed for the project. The AUTHORITY shall pay its contribution for the Livermore Flood Protection Improvements within 30 days of LIVERMORE'S written notification to the AUTHORITY that it has awarded a contract and issued a notice to proceed for the Livermore Flood Protection Improvements. f. LIVERMORE agrees to reimburse the AUTHORITY in a manner mutually agreed upon by LIVERMORE and AUTHORITY which may be in cash, useable credits against future Zone 7 fees, a combination of cash and useable credits, or a payment plan. LIVERMORE will reimburse the AUTHORITY in the manner mutually agreed upon within 10 days of LIVERMORE'S receipt of reimbursement from Zone 7. If a mutual agreement cannot be reached, then the provisions of Paragraph 3.6 below shall apply. g. AUTHORITY'S payment of funds to LIVERMORE for the Livermore Flood Protection Improvements shall release AUTHORITY, PLEASANTON, and the Staples Ranch Property developers from any further payment towards the construction, maintenance or related mitigation for the Livermore Flood Protection Improvements. 7 Cost Sharing Agreement Surplus Property Authority, Livermore and Pleasanton