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MEMORANDUM OF UNDERSTANDING <br /> This Memorandum of Understanding among the San Francisco Bay Area Rapid <br /> Transit District ("BART"), the City of Dublin ("Dublin") and the City of Pleasanton <br /> ("Pleasanton") contains the commitment of the parties hereto to the financing of the BART <br /> station at West Dublin/Pleasanton. <br /> FACTS: <br /> BART has entered into negotiations with Jones Lang LaSalle Project and <br /> Development Management("LaSalle") to develop property around the approved BART station <br /> at West Dublin/Pleasanton (the "Station"). As part of the joint development, LaSalle, on behalf <br /> of BART, will cause construction of the Station to be completed in the I-580 highway median, <br /> connected by pedestrian bridges to two parking garages to be constructed, one located in <br /> Pleasanton and one located in Dublin (collectively the parking garages, pedestrian bridges and <br /> Station are referred to herein as, the"Station Project"), and LaSalle will develop other property <br /> adjacent to the parking garages for commercial uses, which may include apartment units, a hotel <br /> and/or office facilities in Dublin and an office and retail facility in Pleasanton (the"Development <br /> Project"). BART currently owns the land on which the Development Project and the parking <br /> garages will be constructed and has or will obtain with CalTrans an agreement or agreements to <br /> develop the Station in the freeway right-of-way. As part of its contribution to the joint <br /> development, it is contemplated that LaSalle will prepay the ground lease rental for the <br /> Development Project. To further make financing of the Station Project feasible, it is proposed <br /> that Dublin and Pleasanton(the "Cities") contribute revenues generated from the Development <br /> Project, consisting solely of City property taxes, City sales taxes and City transient occupancy <br /> fees (the "City Project Revenues"). BART is planning on using some combination of fare box <br /> revenue generated from the Station, fare surcharges and parking charges from the parking <br /> garages and/or other sources subsequently identified (the "BART Revenues"), as well as the <br /> prepaid ground lease to complete the financing package. By entering into this Memorandum of <br /> Understanding, the Cities are making no commitment to approve the Development Project. <br /> PROPOSED FINANCING STRUCTURE: <br /> In order to raise the necessary funds to construct the Station Project, a lease <br /> financing with the Association of Bay Area Governments ("ABAG"), a joint powers authority, is <br /> proposed. To obtain an issuer for the proposed debt, BART will join ABAG as an associate <br /> member. ABAG will utilize the joint powers authority law to issue bonds to raise the necessary <br /> funds (above the LaSalle prepaid rent) to build the Station Project. BART will lease to <br /> Pleasanton the land on which the proposed parking garage in Pleasanton is to be constructed (the <br /> "Pleasanton Lease") and Pleasanton will transfer its leasehold estate (but not the obligation to <br /> pay rent) to ABAG. BART will lease the land underlying the proposed garage in Dublin and <br /> assign BART's rights with respect to the Station location to ABAG. The Station Project will be <br /> constructed with the bond proceeds and leased back by ABAG to BART. As rental payment for <br /> the leaseback, BART will pay rent sufficient to pay principal of and interest on the bonds. <br /> BART will in turn sublease the Dublin parking garage to Dublin(the "Dublin Lease"). As <br /> DOCSSF1:426117.7 <br />