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E. The Current Livermore Projects incorporate improvements to E[ Chazro Road, including a relocation of Freisman Road, the new intersection of EI Charro Road, Jack London Boulevard and Stoneridge Drive ("El Charm/Jack London/Stoneridge Intersection"), the new intersection of Jack London Boulevard and the new Road A ("Jack London/Road A Intersection"), and the extension of Jack London Boulevard between the EI Charro/Jack London/Stoneridge Intersection and the Jack London/Road A Intersection. The Current Livermore Projects will result in significant increases in traffic on El Charm Road above existing traffic volumes. F. A portion of the improvements required for the Current Livermore Projects will be built on land within unincorporated Alameda County. Such land is within the sphere of influence of Pleasanton and may be subject to future annexation by Pleasanton. The parties desire that construction of such improvements be coordinated with Pleasanton as necessary to facilitate the fitture annexation of the area. G. The Authority has proposed amixed-use development project on the Staples Ranch Property ("Staples Ranch Project's as more particularly described in the Notice of Preparation of a Draft Environmental Impact Report (DEIR) for the Stoneridge Drive Specific Plan Amendment/Staples Ranch Project, dated March 19, 2007, a copy of which is included as Exhibit D attached hereto and incorporated herein by this reference ("Staples Ranch NOP'~. As described in the Staples Ranch NOP, the Staples Ranch Project includes a 37t acre auto mall with up to 331,000 square feet of buildings and up to 3,270 pazking stalls; a 4Sf acre senior continuing care community with 1,400,000 square feet of buildings housing 8001 assisted living units, nursing beds and common facilities; future commercial development of up to 175,000 square feet of retail or up to 280,000 square feet of non-retail office and service uses on 16f acres;.and a 17~ acre community park, which may include lighted sports fields, lighted tennis courts, trails, and afour-rink ice skating facility on up to 8 acres. The Authority and Pleasanton have entered into a Memorandum of Understanding dated April 18, 2006, a copy of which is included as Exhibit E attached hereto and incorporated herein by this reference ("Staples Ranch MOU"), regarding the processing of applications and consideration of entitlements required for the Staples Ranch Project. H. The Staples Ranch Property is currently subject to the provisions of Pleasanton's Stoneridge Drive Specific Plan, which was adopted on October 3, 1989. The proposed Staples Ranch Project, including the proposed land uses and the required on site and offsite infrastructure improvements, aze different than the approved land uses in the existing Stoneridge Drive Specific Plan and, consequently, development of the Staples Ranch Project requires an amendment to the Stoneridge Drive Specific Plan. As described in the Staples Ranch NOP and the Staples Ranch MOU, the Staples Ranch Project also requires additional entitlements including, but not limited to, annexation and prezoning of the Staples Ranch Property, annexation of a portion of EI Charm Road adjacent to the Staples Ranch Property, a planned unit development (PUD) plan, tentative and final subdivision maps, improvement plans, and a development agreement. I. The Stoneridge Drive Specific Plan and Pleasanton's 199b General Plan currently call for the extension of Stoneridge Drive to EI Charro Road ("Stoneridge Drive Extension'. As of the Effective Date, Pleasanton is updating the 1996 General PIan and, as part of that update, is retaining the Stoneridge Drive Extension. As described in the Staples Ranch MOU, the Staples Ranch Project would include an offer of dedication by the Authority for the right-of--way required for the Stoneridge Drive Extension, and neither requires nor prevents the construction of the full Stoneridge Drive Extension. J. The Staples Ranch Project also incorporates the preservation of the Stoneridge Drive Extension right-of--way through the project site. The Staples Ranch Project proposes to connect a portion of the Stoneridge Drive Extension to E[ Charro Road and to construct certain related improvements to El Charm Road, including the El Charro/Jack London/Stoneridge Intersection {if not constructed by Livermore), and to construct a portion of the Stoneridge Drive Extension to the west of such intersection. 002483.0004V93691.13 2