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THIS DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT (this "Agreement") is entered into effective as of , 2018 ("Effective Date") by and between the City of Pleasanton, a municipal corporation ("City") and Sunflower Irby LLC, a California limited liability company ("Developer"). The City and the Developer are collectively referred to herein as the "Parties." RECITALS A. Pursuant to that certain Affordable Housing Agreement dated as of March 1, 2017, executed by and between the City and Irby Ranch LLC, a California limited liability company, and recorded in the Official Records on March 23, 2017 as Instrument No. 2017067946, the City has the right to acquire the real property located on Stanley Boulevard in the City of Pleasanton, California, consisting of approximately 1.64 acres, and more particularly described in Exhibit A attached hereto (the "Property"). B. Developer has proposed the development of a 31 -unit multi -family special needs rental housing development on the Property that will consist of 29 apartments that will be available at affordable rents to low-income households and two (2) manager's units, and that will provide supportive services to the residents (the "Project"). C. As authorized by City Council Resolution 17-918, the City entered into an Exclusive Negotiating Agreement dated as of March 6, 2017 and executed by and between the City and Sunflower Hill, Inc., a California nonprofit public benefit corporation affiliated with Developer, pursuant to which the City agreed to provide certain predevelopment financing for the Project. D. At its meeting of February 7, 2017, the City Council made a finding that the Addendum to the Housing Element and Climate Action Plan General Plan Amendment and Rezonings Supplemental Environmental Impact Report (SEIR), and the previously prepared SEIR, including the adopted California Environmental Quality Act (CEQA) Findings and Statement of Overriding Considerations, are adequate to serve as the environmental documentation for the Project, and that all the requirements of CEQA and CEQA Guidelines Section 15162 have been satisfied. E. Upon City's acquisition of the Property, and upon satisfaction of the conditions precedent set forth in this Agreement, City will lease the Property to Developer for a term of seventy-five (75) years in accordance with, and upon the terms and conditions set forth in this Agreement, and will provide financing to assist in development of the Property. F. Concurrently with the lease of the Property to Developer, among other documents, Developer will execute: a ground lease, a secured promissory note to evidence Developer's obligation to repay the loan City will provide for the Project, a deed of trust that will provide City with a security interest in the Project and Developer's leasehold interest in the Property, and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants that will require rents for the residential units in the Project to be affordable to low - and very low-income households for a term of not less than seventy-five (75) years. In OAK #4845-1087-0362 v5 2