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RECORDING REQUESTED BY: CITY OF PLEASANTON When Recorded, Return to: Office of the City Clerk City of Pleasanton P.O. Box 520 Pleasanton, CA 94566 Recording requested Pursuant to Government Code Sections No Fee-27383 THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into in the City of Pleasanton on this day of 2013, by and between the City of Pleasanton, a municipal corporation (the "City"), and Pleasant Partners, LLC, a Delaware limited liability LLC, (the "Developer"), pursuant to the authority of California Government Code sections 65864 et seq. RECITALS A. To strengthen the public planning process, encourage privale participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted California Government Code sections 65864 et seq. (the "Development Agreement Statute"), which authorizes City to enter into an agreement with any person having a legal or equitable interest in real property regarding the development of such property. B. Developer has a legal interest in certain real property located in the City of Pleasanton, County of Alameda, California consisting of approximately 60.897 acres located at 4400-4600 Rosewood Drive, as more particularly described in DA Exhibit A-1 attached hereto, and as diagrammed in DA Exhibit A-2 attached hereto ("California Center"). California Center is located within the Hacienda Business Park, which comprises approximately 730 acres within the City ("Hacienda"). C. In October 2010, the City Council confirmed an 11-member Housing Element Task Force (Task Force) with the mission to oversee the update of the City's Housing Element. After nine Task Force meetings, four community workshops, input from housing experts, and extensive community input, the Task Force recommended a draft list of sites for rezoning to residential uses. On recommendation of the Planning Commission, the City Council, at a duly noticed public hearing, rezoned an 8.4-acre portion of California Center as ore of nine rezoned sites, to Planned Unit Development-High Density Residential (PUD-HDR) to allow high-density residential use on the site consistent with the Task Force recommendations, the Housing Commission recommendations from its November 17, 2011 hearing and the direction of the Planning Commission-City Council Joint Workshop held December 6, 2011. D. City has undertaken several actions to meet its Regional Housing Needs Allocation ("RHNA"), to review and plan for the future constructive reuse of housing and retail uses on this 8.4 acre site, including, without limitation, the following: 1