WEST STATION - MEMORANDUM OF UNDERSTANDING

;~ ~ ~ the Dublin parking garage: BART will have all responsibility and liability for operatin and maintaining the parking garage located in Pleasanton under the leaseback from ABAG.~ BART agrees that any amounts received by BART' from the City Revenues and BART Revenues that exceed debt service in any year will be used to defease or retire rinci al payments on the bonds resulting in a reduction in annual debt service. Any excess City p Revenues and BART Revenues available upon the date of termination of the Dublin Lease and the Pleasanton Lease (the "City Leases") and not used to defease or retire bonds on or rior to the date of termination shall be divided pro rata among BART, Dublin and Pleasanton based on the respective aggregate amounts that each such agency contributed to the payment of debt service on the bonds. Prior to termination of the City Leases, on an annual basis BART shall provide to the Cities a cash flow statement setting forth for the prior fiscal year the BART Revenues, the City Project Revenues, the debt service paid and principal amount of Bonds outstanding and any accumulated deficit allocable to the financing. For the purposes of this Memorandum it is assumed that the Bonds will be fixed rate bonds with athirty-year level amortization. It is understood that the interest rates and debt service and final structure of the bond issue will be determined by BART at the time the Bonds are sold. If BART notifies the Cities that it is unable to conclude an acceptable agreement with LaSalle, or complete appropriate environmental review or determines that the financing is not feasible for any reason, the Bonds will not be issued and this Memorandum of Understandin will be null and void. g EXECUTION IN COUNTERPARTS: This Memorandum of Understanding maybe executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. DOC5SF1:426] 11.7 3