WEST STATION - MEMORANDUM OF UNDERSTANDING

• consideration for the Pleasanton Lease and the Dublin Lease, the Cities ~~=ill respectivel BART rent equal to the City Project Revenues. Projections anticipate that BART Re~renuesv lus the City Project Revenues will be sufficient to cover the debt service on the bonds without p requiring contribution from BART's general fund. However, if revenues are insufficient in an year, BART will be obligated to pay the debt sen=ice on the bonds from its general fund y The lease structure assumes that ABAG will enter into a trust agreement with a trustee pursuant to which the bonds will be issued. in addition, ABAG will enter into a site lease from BART and a leaseback to BART, and BART will enter into the Pleasanton Lease and the Dublin Lease and an operating agreement between Dublin and BART, pursuant to which operating agreement BART will retain operating responsibilities and liability for the Dublin parking garage. ABAG will pledge to the trustee under the trust agreement the rental payments received from BART for the leaseback of the Project. AGREEMENT: Dublin, Pleasanton and BART hereby agree to cooperate in a financing of the Station Project. BART agrees, pursuant to the proposed fmancing structure and subject to the direction of the BART Board following appropriate environmental review under the California Environmental Quality Act (Public Resources Code § 21000 et, seq.), to cause the Station Project to be built from the proceeds of the ABAG Bonds. BART pledges to use the BART Revenues, as determined by BART in good faith, to pay debt service on the Bonds. BART also agrees in the event that such BART Revenues are sufficient on their own for a period of two consecutive years to pay for debt service on the outstanding Station Project bonds that BART and the Cities will terminate their respective leases and the operating agreement; provided that such termination shall not occur prior to the twelfth anniversary of the issuance of the bonds. Dublin agrees to enter into a lease with BART to lease the parking garage located in Dublin from BART and to pay as rental for such lease all ad valorem property tax revenues received by Dublin with respect to the Development Pro e Dublin in connection with sales originating in the Development Property and any transientved by occupancy tax revenues derived from any hotel operations on the Development Project and received by Dublin. All such revenues shall be paid to BART pursuant to the terms of the Dublin Lease until the earlier of the seventeenth anniversary of the issuance of the bonds or the termination of the Dublin Lease by BART and Dublin pursuant to the prior paragraph. Pleasanton agrees to enter into a lease with BART to lease BART land located in Pleasanton and to pay as rental for such lease all ad valorem property tax revenues received by Pleasanton with respect to the Development Pro e Pleasanton in connection with sales originating in the Deveioe meet Proneues received by Pleasanton. All such revenue shall be paid to BART pursuantto the terms of the Pleasanton Lease until the earlier of the seventeenth anniversary of the issuance of the bonds or the termination of the Pleasanton Lease by BART and Pleasanton in accordance with the first paragraph under this heading. Dublin and BART agree to enter into an operating agreement or agreements pursuant to which BART will assume responsibility and liability for operating and maintaining DOCSSF1:426111.7 2