SECURITY CAPITAL PACIFIC TRUST ALTERNATIVE TRAFFIC MITIGATION MEASURES

ALTERNATIVE TRAFFIC MITIGATION MEASURES AGREEMENT THIS AGREEMENT is made and entered into on the 27th day of December, 1997, by and between SECURITY CAPITAL PACIFIC TRUST, a Maryland Real Estate Investment Trust, ("Property Owner") and the CITY OF PLEASANTON, a municipal corporation ("City") RECITALS A. Property Owner is the owner of real property ("the Subject Property") in the City of Pleasanton, described in Exhibit A attached and incorporated into this Agreement, which consists generally of a 26 acre parcel located on Owens Drive, Pleasanton, California. B. The Subject Property has a conditionally approved planned unit development (PUD) plan, which plan (PUD-81-30-71D) was approved by the Pleasanton City Council on September 2, 1997. C. Certain conditions of approval for PUD-81-30-71D require that the Property Owner pay its fair share of any alternative traffic mitigation measures designed to mitigate long-term traffic Levels-of-Service (LOS) on north Pleasanton freeway interchanges, streets, and/or intersections with or without the I-680/West Las Positas Boulevard freeway interchange, if the City determines that residential development is to be included in paying for such traffic mitigation measures. D. The cost of such measures, and the Property Owner's fair share thereof, are not known at this time. NOW, THEREFORE, in consideration of the following promises, the parties agree as follows: 1. Property Owner's Obligation. The Property Owner shall pay its fair share of any alternative traffic mitigation measures designed to mitigate long-term traffic Levels-of-Service (LOS) on north Pleasanton freeway interchanges, streets, and/or intersections with or without the I-680/West Las Positas Boulevard freeway interchange, if the City determines that residential development is to be included in paying for such traffic mitigation measures. 2. No Guarantee. City does not guarantee that existing LOS standards will be maintained in perpetuity and does not guarantee that it will be responsible for keeping north Pleasanton streets, intersections, and freeway entrance/exit ramps at LOS "D" or better. 3. Previous Agreement. The Subject Property remains subject to the development agreement, dated December 6, 1983, between the City and the Prudential Insurance Company of America. If there are conflicting terms as to the development agreement and this Agreement, this Agreement shall take precedence. (Agreement\Traffcm. sam)