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TERM SHEET FOR SAN FRANCISCO'S SALE OF THE BERNAL PROPERTY This Term Sheet, dated as of ,2000, summarizes certain basic terms of a proposed transaction between the City and County of San Francisco ("San Francisco") and the City of Pleasanton ("Pleasanton") for the disposition of approximately 500 acres of property owned by San Francisco commonly known as the Bemal Property. Basis for Negotiations. At Pleasanton's request, San Francisco has agreed to temporarily delay its long-standing development and sale initiatives for the Bemal Property in order to assist Pleasanton in its attempt to purchase a portion of the Bernal Property for public uses. In consideration of the risks to San Francisco arising from the suspension of such initiatives, San Francisco's cooperation with Pleasanton's purchase efforts, and the waiving of San Francisco's desire to sell the entire property to a private developer or the City of Pleasanton, Pleasanton agrees to (1) take final action on certification &San Francisco's existing EIR on the date set forth in this Term Sheet; (2) consider entitling approximately 72 acres of the Bernal Property for the development projects fully described below and in Exhibit A hereto; and (3) mitigate San Francisco's financial risk in bifurcating the sale among multiple buyers by undertaking an entitlement process for 72 developable acres that will produce a net purchase price to San Francisco for such acreage that is at least $50 million. If such actions are taken by Pleasanton in a timely manner, San Francisco will sell approximately 430 acres of the Bernal Property to Pleasanton and San Francisco simultaneously will sell, following a competitive bid process, approximately 72 acres of the Bemal Property to one or more private developers. The closing for such sales shall occur concurrently through one escrow. 2. Bernal Property Purchase and Sale. 2.1 Purchase and Sale Agreement. Upon endorsement of this Term Sheet San Francisco and Pleasanton will diligently and in good faith negotiate a Purchase and Sale Agreement on terms consistent with this Term Sheet. The San Francisco Public Utilities Commission and the Pleasanton City Council will take action on the Purchase and Sale Agreement as soon as possible, subject to the approval of the San Francisco Board of Supervisors and Mayor, each in their respective sole discretion, following appropriate environmental review. 2.2 Purchase Price. San Francisco shall sell the Bernal Property for not less than $100 million in cash, net of closing costs and transfer taxes. The purchase price will be paid by Pleasanton raising (1) up to $50 million in net proceeds from a general obligation bond approved by the Pleasanton voters at the March 7, 2000 election; and (2) the balance of the $100 million minimum purchase price by entitling for development about 35 acres of the Eastern Parcel of the Bernal Property for a residential development of up to 374 units, and about 37 acres of the Bernal Properly at the intersection of 1-680 and Bemal Avenue for a commercial/office development of up to 750,000 square feet, as further described in Exhibit A. IfPleasanton is successful at raising the purchase price through the 1 BR/qLTRMS.D97