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EXCLUSIVE NEGOTIATING AGREEMENT <br />(San Leandro BART Station) <br />This Exclusive Negotiating Agreement (the "Agreement"), is made effective to be entered into <br />this 4th day of February, 2008 (the "Effective Date"), by and between the SAN FRANCISCO <br />BAY AREA RAPID TRANSIT DISTRICT, a rapid transit district established pursuant to Public <br />Utilities Code Section 28500, et seq. ("BART"), the CITY OF SAN LEANDRO, a California <br />municipal corporation (the "City"), the San Leandro Redevelopment Agency ("Redevelopment <br />Agency"), a public body corporate and politic, and WESTLAKE DEVELOPMENT <br />PARTNERS, LLC, a Delaware limited liability company (the "Developer") (together, BART, <br />City, Redevelopment Agency and Developer are collectively referred to as the "Parties"), <br />pursuant to a motion adopted on January 24, 2008 by the BART Board of Directors; pursuant to <br />a resolution adopted on February 4, 2008, by the City's City Council; pursuant to a resolution <br />adopted on February 4, 2008, by the Redevelopment Agency Board of Directors and pursuant <br />to a resolution adopted on January 31, 2008 by Developer. <br />RECITALS <br />A. The City has completed the "Downtown San Leandro Transit-Oriented Development <br />Strategy" with the goals of increasing transit ridership and enhancing Downtown San <br />Leandro (the "TOD Strategy"). The TOD Strategy study area encompasses the <br />downtown core and the downtown BART Station Area (as defined in Recital B below). <br />B. BART owns and operates the Downtown San Leandro BART station area (the "BART <br />Station Area"), which includes a number of surface parking lots that are identified in the <br />TOD Strategy as "opportunity sites" and "Special Policy Areas." These areas are <br />identified in the TOD Strategy plan as sites under Special Policy Area 8, Site A, a portion <br />of Site C, Site D and Site E that have (i) the potential to be developed in the near term, <br />(ii) the potential to stimulate other development, and (iii) the potential to increase transit <br />ridership. The BART Station Area is more particularly described in Exhibit "A" <br />attached hereto. <br />C. A portion of the BART Station Area includes a parking lot site consisting of a 2.1 acre <br />parcel identified in the TOD Strategy as Special Policy Area 8, Site A, and commonly <br />referred to as the BART East Parking Lot, (the "East Parking Lot"). The East Parking <br />Lot has primary frontages on San Leandro Boulevard, Carpentier Street and Joaquin <br />Avenue and is more particularly described in Exhibit "B" attached hereto. <br />D. The Developer owns and intends to develop, that certain vacant real property located <br />west of the BART Station Area having primary frontages on Alvarado Street and <br />Martinez Street, consisting of approximately five and sixty-two one hundredths (5.62) <br />acres (the "Developer Property"), which includes two parcels that are identified in the <br />TOD Strategy as "opportunity sites" and "Special Policy Areas." These areas are <br />identified in the TOD Strategy as sites under Special Policy 8, Site B and a portion of Site <br />C. The Developer Property is more particularly described in Exhibit "C" attached <br />hereto. <br />SANF 1 X382607.1 <br />3 ] 1718-29 1 <br />