BERNAL INVESTMENT VALLEY AVENUE EXTENSION

,,~ VALLEY AVENUE EXTENSION UNDERPASS AGREEMENT f~ '~ ~ ~ This Agreement is entered into this ~_ day of May, 2001, by and between the City of Pleasanton, a municipal corporation ("City"), and the Bernal Investment Company, LLC, a California limited liability corporation ("BIC"). RECITALS A. BIC has acquired real property from the City and County of San Francisco totaling approximately 516 acres, bounded on the west by the Arroyo de la Laguna, on the north by Bernal Avenue, and on the east by the Alameda County Transportation Corridor, commonly known as the "Bernal Property" (hereafter the "Property"). B. As a condition of development of the Property, BIC is required to construct a crossing at separated grades (the "underpass project") at the proposed extension of Valley Avenue and the tracks of the Union Pacific Railroad ("UPRR"). C. In order to proceed with the construction of the underpass project, an application must be filed with and approved by the California Public Utility Commission ("PUC"). Based on BIC's understanding that the PUC will not process the application unless a municipality with ultimate ownership of the improvements signs the application, BIC has requested, and City has agreed, that the application to the PUC for the underpass project shall be submitted by the City. NOW, THEREFORE, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: Purpose. The purpose of this Agreement is to ensure BIC maintains responsibility for the construction of the underpass project as provided in the Bernal Property Preannexation and Development Agreement between the City and GHC Bernal Investors, LLC, BIC's predecessor in interest, recorded on October 27, 2000 ("Development Agreement") and to confirm (a) that by agreeing to submit the underpass project application to the PUC, the City is not being asked or required to assume any additional responsibility or liability for the underpass project and (b) that BIC shall remain responsible for the application, design and development of the underpass project. 2. Application and Design. BIC, through its consulting engineers Parsons Transportation Group ("Parsons"), shall prepare all necessary documents, drawings, correspondence and plans for the proposed underpass project. After review and approval of the application and preliminary design by the City Engineer, such approval not to be unreasonably withheld, City shall submit the application to the PUC. 3. Responsibilitx. As between the City and BIC, BIC shall be solely responsible for implementing all reasonable conditions required by the PUC (and, if applicable 37232/893603x3 Page 1 of 4