Southern Pacif~(c Transportcti~n C~mp'~H"Y "." ""A.J07U~. ¥CC~J ~eninsula Cor=idc~ Study JrJ1.nt Powers Board c/o D~\i;d J. l-f"iller I Esq, ~~SON, BRIDGETT; ~~CUS, VLAHOS & RUDY . 333 Market Street, Suite 2300 San Francisco, CA 94105-2173 Gentlemen: Th.~s lettoer a'.;reemer:t sets forth the terms a:ld;or.~i~i.or:s ?ursuant to w~ich the Peninsula Corridor Study Joint Powe~s Soard ("JPB") and Scut.he=:1. Pacific Transportation C;Jlnpany ("S?~ C~ noS'?'!''') will purchase certain S? properties in San ~rancisco! San ~~teo, Alameda e.nd Santa Clara Counties :0;:' pa,l5Sei'1ger commute opera<;i-:>tI3. The term "commute" or "commute;::" in connec'tion wii',h pa55enger operatio~s is inte~dec to dis~inquish such ope~~~ions tr.~YU intercity passenger ope=atiQns. The teym 5,15 ~1Ot. .i;rt~enlied t.o 1.1,:111.-;;: such .. COlThi!utsr ~ operations to any tim~ of. the d,.;:,y r.t~ ~'Llc;::~ ,'~'118 par-"'c..ies in'i.;;end to enter into a fur-:.he:c ag::eePJent lIlOY·J.! d1B:~~::2J~:~</,"LLy covering the :nat:e~s set :o=t~ hereLn~r:.d. !!:.:ce ct:IT'J!l.V;:":~'1 to finalizi.ng such aq=eement at the earl.:'e~r~ pQs~i::,le cate, a. ~;':~;~~L.kl;;:!§~. Suebje~t t.t~ 'Pax~9r!tph 12 Qt ·t~1.iz .l~'t.·:t~r ~ '--l:'PB '<\'3:1 ~cq'i.1i=e S?' [f. ~:'ght.s I ti"l,~~...d in~erest in ci);.e::'ig'ht.~c)f.·A'Ji'YI <..;~.',l:::kc:.ge I a.nd S:~'l.:G:~".1res (ift(;;l11di:lg i;r~eks, :o:aiJ.lS; ti'!s I S'ori'CC[~2:S, c~·():ls5.:lqs r tunnels,' bridgefi g 'CZ'est).~s, tU.1V'~1:i:.S. ~uiL:in,t;s I s'tJ:u.(.:';t.~rc.:s! facili<':ies, signals, c:r;'c':5siaq :F!'::rc:=!ct.,ton ce;!'ic:e::.: I ra,i.l:,·oadccramunica~ions systems, and poles) (\;Right of ~Jay") '(~:·:B. t an,* situat9d on or adjQ;c~n~ to SP's 21ai..n li:le ez,;~nd.i?1~ .f.:C::'J1 mi.lef't.;)s·, O. OO.'at or near 4t..~ and Townsend Str~e'ts L"1 San 7=anci.~c.;) ":.0 m~U.e~0~.tr.14. 0 ~-:. Santa Clara J~.."c'tiOi1 aU. as :nore ~e.r:.:..cu':a::lv d~~cribed in ~he de:initive agreements and as shown in· AppendiA A~ Peninsula Corridor Study Joint Powers Board clo David J. Miller, Esq. b. Santa Clara Junction - Lick. Subject to Paragraph 12 of this let~er, JPB will acquire SP's rights, title and interest in the Right of Way between milepost 44.0 at or near Santa Clara Junction and milepost 51.4 at or near Lick as shown on Appendix B. Such Right of Way shall include fee ownership of the real property, but shall not include (i) the No. 1 Track between Santa Clara Junction and the Southern end of the yard in front of the San Jose passengez:o station at Cahill Stz:oeet (~Cahill Yard") at or near milepost 47.1, (ii) the existing single main track between Cahill Yard and Lick and (iii) all trackage magnetic Eas~ of the trackage described in (i) and (~i) above. c. Durnbaz:oton Branch. Su::Jject to Paragraph 12 of this letter, J?B will acquire SF's r~;hts, title and interest in t~e Right 0: Way consisting of that ?ort~on of t~e Dumbarton Branch (the Tracy :ine) extend~ng from ~~e Xain Line (a~ or near milepost 26.2) (~ncluding the sou~~ leg of the '~e track at ~edwood Ci~y) to milepos~ 36.9 (which is the wes~e=~y w7e track switch at Newark) as shown on Appendix C. d. Vascna·Branc~ T Subject to ?aragraph 12 cf this letter, JPB will acquire SF's rights, title and interest in t~e Right of Way consisting of that portion of the Vasona Branch extending from the Main Line to Vasona Junction at the crossing of Winchester Blvd. at milepost 53.0 as shown on Appendix D. 2. Option Properties a. San Bruno Branch. JPB will ~e granted an option by SP, exercisable within five (5) years of the Closing Date, to ac~~ire (subject to Paragraph 12 of this letter) SP's rights, title and interest in and to the Right 0: Way consisting of the San Bruno Branch as shown on Appendix E. b. Moffett Drill Track. JPB will be granted an option by SF, exez:ocisable wi ~~in five (5) years of the Closing Date, to acquire (3uo;ect to paragraph 12 of ttis letter) SP's =~ghts, ~~tle and interest in and to ~he ~ight of Way consis~ing of the ~o££et~ Drill ~=ack as shown on Appendix F. - 2 - Peninsula Corridor Study Joint Powers Board c/o David J. Miller, Esq. c. Vasona Branch II. JPB will be granted an option by SP, exercisable within five (5) years of the Closing Date, to acquire (subject to Paragraph 12 'of this letter) one-half of the Right of Way consisting of that portion of the Vasona Branch extending from Vasona Junction at or near milepost 53.0 to Monte Vista at the Stevens Creek Channel at or near milepost 39.89 as shown on Appendix G, subject to an assessment by JPB of the feasibility of conducting bidirectional transit operations on the one-half of ~~e Right-of-Way to be acquired. At any location where the Right-of­ Way is less than 80 feet (i.e., where less than 40 feet is to be conveyed pu=suant to the option to JPS) SP will provide JPB with any necessary additional property or other rights sufficient to insure t~at JPB can conduct bidirectional transit operations, along with SP/s transportation operations, over the applicable portion of the line. Notwithstand~ng the above, the option will not include sale of ~~e existing trackage on the branch. d. Lick -. Gilrov. J?S will ;:e granted an option by SP, which is exercisable wit~in five (5) years of the Clos~~g Date, but which must be exercised if the operational levels described in Paragraph 5.d of this letter are exr.eeded, to acquire (subject to Paragraph 12 o( this letter) one-half of the Right of Way (exclusi7e of station properties and the properties not used for commute passenger operations) between milepost 51.4 at Lick and Gilroy at or near milepost 80.7 as s~own in Appendix ~. 3. Additional Properties, Rights and Reservations a. Parking Lot Property. The properties to be acquired in connection Nith JPS's acquisition of the Main Li~e shall include additional footage more fully described in Appendix I hereto to be used to expand commute parking facilities and the Paul Avenue station ?latform. SP will, however, retaLn control over t~e right to use cr lease the prcperties (and to retain the income stream therefrom) '.lIltil such ?roperties are actually use~ as ?arking facilities or the tenth anniversary after such properties are acquired by JPB, whichever occurs first. During the period that SP is in centroI of the properties, unless otherwise approved by JPB, a:l leases with new tenants shall be terminable upon thirty (30) days I notice and any lease with an axistinqtenant ~y be renewed only upon te~s providing for te~nation upon thi=ty (30) days I notice, only for a term of a length not in excess of the c~rrently existing lease term. In addition, SP shall prohibit, in all leases - 3 - Peninsula Corridor Study Joint Powers Board c/o David J. Miller, Esq. with new tenants and to the extent allowed in all existing leases, the construction of new permanent buildings on the properties, unless otherwise approved by JPB and SP. b. Grade Sepa=ation Properties. The properties to be acquired in connection wit.h. JPB's acquisition of t.he Main Line shall include additional footage reasonably necessary for grade separations at locat.ions identified in Appendix J. It is understood that the precise amount of property needed for the grade separations cannot be deten:rined until design and engineering studies are completed for each grade separation project. As a result, SP'3 interest to those properties identified and agreed upon as available for grade separation project.s shall be transferred :'0 JPB on the Closing Date, subject to: (i) S:?'s rese=vation of control over the use and tenancy of the proper:'ies, other t.han t.hose properties listed in (ii) below, (and the income stream therefrom) un":.il s-..:.ch pr<;)perties are a:::":.ually used i:1 a grade separa:'ion project or ~~til the tenth anniversary after such properties a=e acqui=ed by J:?3, whichever occ~rs first; (ii) S:?'s rese=vation of control over the use and tenancy of the properties identified for grade sepa=aticn projects at Cent.er Street in Millbrae, Ha=bor ~lvd. in 3elmont, Holly Street in San Carlos, 5th and 9th Aven~es in San ~ateo, and 25th Avenue in San ~ateo (and the income strea."!l theref=om) ~"1.til such properties a=e· actually used in a grade separation p=oject; and (iii) the re~urn to SP of all properties listed in (ii) above which are not used in grade separation projects on (x) the date that JPB reasonably determines that a.~y such properties are unnecessary fo= grade separation projects, (y) the date of completion of an applicable grade separation project in which the properties to be returned were not used, or (z) December 31, 2015, whichever first occurs.