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DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Agreement ") is entered into as of , 2010 by and between the Alameda County Surplus Property Authority ( "SPA "), and the City of Pleasanton ( "City "), pursuant to California Government Code § 65864 et seq. RECITALS A. To strengthen the public planning process, encourage participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted California Government Code § 65864 et seq. (the "Development Agreement Statute "), which authorizes City to enter into an agreement with any entity having a legal or equitable interest in real property proposed for development, whether such property be within City's boundaries or in unincorporated territory within City's sphere of influence. B. This Development Agreement has been processed, considered and executed in accordance with the procedures and requirements of the Development Agreement Statute. C. SPA has a legal interest in certain real property consisting of approximately 124 acres, commonly known as the Staples Ranch, most of which (122.5 acres) are located in the unincorporated area of Alameda County but within City's sphere of influence, as more particularly described in Exhibit A -1 attached hereto, and as diagrammed in Exhibit A -2 attached hereto (the "Project Site "). D. SPA intends to sell a portion of the Project Site to the Hendrick Automotive Group for the development of an approximately 37 -acre auto mall site (the "Auto Mall Site "); an additional portion of the Project Site to Continuing Life Communities for the development of an approximately 46 -acre continuing care community site with up to 800 units plus supporting assisted living and skilled nursing facilities (the "Continuing Care Site "); and another portion of the Project Site to a developer for the development of an approximately 11 -acre commercial site with up to 120,000 square feet of retail uses or up to 200,000 square feet of office uses (the "Commercial Site "). Hendrick Automotive Group, Continuing Life Communities, and any other person or entity that purchases the Auto Mall Site, Continuing Care Site, or Commercial Site from SPA, and the successors and assigns of each of them, shall be referred to herein as "Developer" (individually) or "Developers" (collectively). E. SPA intends to dedicate to City a 17 -acre portion of the Project Site as a community park site (the "Community Park Site "), and to sell to City an approximately five -acre portion of the Project Site as a neighborhood park site (the "Neighborhood Park Site "). City intends to develop the Community Park Site and the Neighborhood Park Site. F. On September 4, 2007, the City of Livermore, City and SPA entered into a Cost Sharing Agreement (the "Cost Sharing Agreement "). The Cost Sharing Agreement