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2. WP will convey to the City of Pleasanton a longitudinal strip along <br />the east side of its existing non-operating right-of-way, approximately <br />50 feet wide, extending from the north line of Rose Avenue to the south <br />line of St. Mary's Street, for the construction of the new street described <br />in paragraph 6 of the Recitals. It is agreed that the appraised value <br />of this strip shall be considered as partial payment by WP of the amount <br />due as set -forth under Part I, pargraph 9, hereof. The term "appraised <br />value," as used in this paragraph, shall mean that value determined by <br />mutual agreement between City of Pleasanton and WP, or, in the event <br />parties fail to agree, by an impartial appraiser or appraiser selected <br />jointly by the two parties. <br />3. WP will, by separate indentures, grant to local agencies transverse <br />easements to allow the extension of certain roadways across the rights- <br />of-way of WP, including the following: <br />o Pleasanton-Sunol Highway <br />o Bernal Avenue, Pleasanton <br />o Del Valle Parkway; Pleasanton <br />The aforementioned easements shall be made without monetary consideration. <br />4. Railroads may exchange such parcels of right-of-way between themselves <br />as may be necessary or appropriate for the track connections and modifications <br />shown on Exhibits A and B. Local agencies will not be involved with <br />these transfers or exchanges, and there will be no cost or credit to the <br />Project in connection therewith. <br />5. To establish the net costs for rights-of-way acquired by local <br />agencies for roadway approaches to grade separations to which Railroads <br />shall contribute, the (a) fair market value of any excess parcels acquired <br />by local agencies shall be subtracted from (b) the cost of the total <br />right-of-way acquired by local agencies. <br />The term cost for rights-of-way," as used in this Agreement, is <br />defined as, and limited to, the following: <br />9 <br />