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PRE-DEVELOPMENT AND COOPERATION AGREEMENT
<br />(El Charro Specific Plan and Prime Outlets Project, Livermore, California;
<br />Staples Ranch, Pleasanton, California)
<br />THIS PRE-DEVELOPMENT AND COOPERATION AGREEMENT ("Agreement"), dated for
<br />reference purposes as of ~ , 2007, and effective as of the Effective Date (as defined in Section
<br />2.7), is entered into by and among the CITY OF LIVERMORE, a municipal corporation ("Livermore"),
<br />the COUNTY OF ALAMEDA, a political subdivision of the State of California ("County"), the
<br />SURPLUS PROPERTY AUTHORITY OF THE COUNTY OF ALAMEDA, a public corporation
<br />("Authority"), the CITY OF PLEASANTON, a municipal corporation {"Pleasanton"), and CALMAT
<br />CO., a Delaware corporation, d/b/a VULCAN MATERIALS COMPANY, WESTERN DIVISION
<br />("Vulcan's (each from time to time hereafter referred to individually as a "partyr' and collectively as the
<br />"parties").
<br />RECITALS
<br />This Agreement is entered into by the parties based on the following facts, findings and
<br />determinations.
<br />A. Livermore has prepared a specific plan ("El Charro Specific Plan"} to guide the future
<br />potential uses and development of approximately 150 acres along the Freisman Road and/or EI Charro
<br />Road corridor at the western edge of Livermore, as more particularly described and depicted on Exhibits
<br />A-1 and A Z attached hereto aad incorporated herein by this reference ("EI Charro Specific Plan Area").
<br />B. The Authority is the owner of approximately 124 acres of real property, comprised of
<br />122.5 acres located in unincorporated County immediately to the east of Pleasanton and 1.5 acres located
<br />in Pleasanton, commonly known as Staples Ranch and more particularly described and depicted in
<br />Exhibits B-1 and B-2 attached hereto and incorporated herein by this reference ("Staples Ranch
<br />Property"). The Staples Ranch Property is located within Pleasanton's sphere of influence, and it is
<br />anticipated that Pleasanton will annex the Staples Ranch Property promptly following approval of the
<br />Staples Ranch Project, as defined below.
<br />C. Prime Outlets Livermore Village, LLC, a Delaware limited liability company, has
<br />submitted a proposal to Livermore for a retail shopping center and related improvements ("Prime Outlets
<br />Project"} on a 42~ acre site within the El Charro Specific Plan Area, as more particularly described and
<br />depicted on Exhibits C-1 and C-2 attached hereto and incorporated herein by this reference ("Prime
<br />Outlets Property"). The Prime Outlets Project requires a number of approvals from Livermore, including
<br />Tentative Parcel Map 9393 {Subdivision 06-019), Planned Development-El Charro Specific Plan-
<br />Regional Commercial 06-007, Site Plan ApprovaUDesign Review 06-011, Development Agreement
<br />OS-005, Policy Proposal Implementation 06-001, General Plan Amendment 06-005, Conditional Use
<br />Permit 06-021, and Specific Plan OS-003.
<br />D. On May 16, 2006, Livermore issued a Notice of Preparation, with respect to a Draft
<br />Environmental Impact Report ("EIR' for the El Charro Specifc Plan and the Prime Outlets Project
<br />(together, the "Current Livermore Projects"). As used herein, Current Livermore Projects does not
<br />include any development projects within the El Charro Specifc Plan Area other than the Prime Outlets
<br />Project. On January 11, 2007, Livermore released the Draft EIR for public review and comment. In
<br />response to certain comments on the Draft EIR, the list of the required permits and approvals for the
<br />Current Livermore Projects was revised in the Final EIR to specifically include the execution of this
<br />Agreement. On July 9, 2007, the Livermore City Council, by adoption of Resolution 2007-142, certified
<br />the Final EIR for the Current Livermore Projects ("Livermore EIR'.
<br />002483.0004\793691.13
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