WEST STATION - MEMORANDUM OF UNDERSTANDING

MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding among the San Francisco Bay Area Ra id Transit District ("BART"), the City of Dublin ("Dublin") and the City of Pleasanton p ("Pleasanton") contains the colnmitrnent of the parties hereto to the financing of the B station at West Dublin/1'Ieasanton. ART FACTS: BART has entered into negotiations with Jones Lang LaSalle Project and Development Management ("LaSaIle") to develop property around the approved BART sta at West Dublin/I'leasanton (the "Station"). As p~ of the joint development, LaSalle, on behan of BART, will cause construction of the Station to be completed In the I-5$0 highwa medi if connected by pedestrian bridges to two parking garages to be constructed, one located in an, Pleasanton and one located in Dublin (collectively the parking garages, pedestrian brid e Station are referred to herein as, the "Station Project"), and LaSalle will develo other g s and adjacent to the parking garages for commercial uses, which ma include a p property and/or office facilities in Dublin and an office and retail facility n Pleasanton (thee Develo hotel Project"). BART currently owns the land on which the Development Project and the arkin ment garages will be constructed and has or will obtain with CalTrans an agreement or agreements to develop the Station in the freeway right-of-wa . development, it is contemplated that LaSalle will prepay thelground ease rental fo oint Development Project. To further make financing of the Station Project feasible, it ishro ose that Dublin and Pleasanton (the "Cities") contribute revenues generated from the Develo med Project, consisting solely of City property taxes, City sales taxes and City transient occu anent fees (the "City Project Revenues"). BART is planning on using some combination of fare box revenue generated from the Station, fare surcharges and parking charges from the parking garages and/or other sources subsequently identified (the "BART Revenues"), as well as the prepaid ground lease to complete the financing package. By entering into this Memorandum of Understanding, the Cities are making no commitment to approve the Development Project. PROPOSED FINANCING STRUCTURE: In order to raise the necessary funds to construct the Station Project, a lease financing with the Association of Bay Area Governments ("ABAG°'), a joint powers authori is proposed. To obtain an issuer for the proposed debt, BART will Coln ABAG as an associate ~~ member. ABAG will utilize the joint powers authority law to issue bonds to raise the necessary funds (above the LaSalle prepaid rent) to build the Station Project. BART will lease to Pleasanton the land on which the proposed parking garage in Pleasanton is to be constructed the "Pleasanton Lease") and Pleasanton will transfer its leasehold estate (but not the obligation to pay rent) to ABAG. BART will lease the land underlying the proposed garage in Dublin and assign BART's rights with respect to the Station location to ABAG. The Station Project will be constructed with the bond proceeds and leased back by ABAG to BART, As rental payment for the leaseback, BART will pay rent sufficient to pay principal of and interest on the bonds. BART will in turn sublease the Dublin parking garage to Dublin (the "Dublin Lease"). As DOCSSF1:426111.7