WEST STATION - FUNDING AGREEMENT

• FUNDING AGREEMENT This FUNDING AGREEMENT (this "Agreement"), dated as of faf~-~~` ~~, 200,(the "Effective Date"), is entered into among San Francisco Bay. Area Rapid Transit District, a rapid transit district established pursuant to Public Utilities Code Section 28500 et. se . ("BART"), Alameda County Surplus Property Authority, a California public body, corporate and politic (the "Authority"), the City of Dublin, a California municipal corporation ("Dublin"), and the City of Pleasanton, a California municipal corporation. ("Pleasanton", and the Authority, .Dublin and Pleasanton, individually, a "Funding Party" and, collectively, the "Funding Parties"). Certain capitalized terms used in this Agreement are defined in Section 1 hereof. RECITALS !~ A. BART intends to construct a new West Dublin/Pleasanton station with parking ~ , and other facilities ancillary thereto. (collectively, the "West Station"). BART will issue bonds ~ (the "Bonds") to finance all or a portion of the construction of the West Station. In order to issue c; and sell the Bonds, BART must establish certain debt service reserves. ~~ ,4 B. In connection with constructing the West Station, BART intends to ground lease and/or sell adjacent property owned by BART for development of hotel, apartment, retail or "~ office facilities. (the "Development Project"), which is expected to result in significant additional tax and fee revenue and other benefits to the Funding Parties. C. BART will pay (i) debt service on the Bonds from sales tax revenue and from required debt service reserves, and (ii) operating, repair and maintenance costs attributable to the West Station using funds from its general fund. Funds paid for such debt service and such operating, repair and maintenance costs will be replenished from Revenues (as defined below) derived from the West Station and from funds granted to BART pursuant to this Agreement. D. In consideration of BART issuing the Bonds for construction of the West Station, each Funding Party desires to grant funds to BART in an amount equal to the amount of its commitment set forth on Schedule 1 attached to and incorporated into this Agreement (each, a "Commitment") on the terms and subject to the conditions of this Agreement. E. On the Settlement Date, BART will repay the funds to the Funding Parties on a pro rata basis to the extent that they are not used by BART for the purposes described herein. F. BART and the Funding Parties desire to set forth herein the terms and conditions of the funding to be provided by the Funding Parties and .the repayment thereof, if any, by BART. G. BART, Dublin and Pleasanton have entered into that certain Memorandum of Understanding dated as of July S, 2000 (the "MOU") with regard to financing construction of the SF #] 009882 v4