IRBY RANCH LLC SUNFLOWER HILL EXCLUSIVE NEGOTIATING RIGHTS

L 1 Exclusive Negotiating Rights Agreement This Exclusive Negotiating Rights Agreement("Agreement") is made on kACkr'c\f-\ (Q) 2017, by the City of Pleasanton("City"), and Sunflower Hill, Inc., a California public benefit corporation("Sunflower Hill"). Recitals A. Irby Ranch, LLC, a California limited liability corporation, (the"Developer"),the Irby Family, LLC, ACHF Kaplan LP, and the Zia Corporation(collectively the"Owners") have ownership interests in a fifteen(15) acre site at 3988 First Street, 3780 Stanley Boulevard and 3878 Stanley Boulevard, Pleasanton, California(the"Development Site")where the Developer seeks to receive City entitlements for a residential housing project with 87 detached single- family homes(the"Irby Ranch"). C. Developer and the City have entered into an Affordable Housing Agreement for Irby Ranch dated March 1, 2017 in which the affordable housing requirement for the project is addressed through support for Sunflower Hill's concept proposal in developing affordable, multi- family supportive housing for special needs adults on a 1.64 acre portion(the "Inclusionary Parcel") of the Development Site, as well as provide other financial assistance. D. Sunflower Hill seeks to develop a new affordable residential project for individuals with special needs that will be subject to the following parameters: a maximum of 30 individual residential units to be constructed in apartment/multi-family style buildings; maximum building height will be 2 stories or not more than 30 feet from finished grade on the property; minimum number of parking spaces will be 30; and community center will not exceed 5,000 square feet and may serve both the on-site residents and individuals from the greater community ("Project") on the Inclusionary Parcel. E. Sunflower Hill and the City acknowledge that this Project scope is preliminary in nature and subject to modification pending California Environmental Quality Act("CEQA") compliance, approval of a General Plan Amendment,Downtown Specific Plan Amendment and PUD Zoning by the City Council for Irby Ranch and the Project, as well as securing funding and determining Project operation management. F. The purpose of this Agreement is to (i) facilitate the negotiation of a disposition and development agreement("DDA")between the City, Sunflower Hill and its development partner (collectively"Sunflower Hill"); and, (ii) establish procedures and standards for the negotiation of a DDA pursuant to which the City would convey the Inclusionary Parcel to Sunflower Hill and Sunflower Hill would develop,own, and operate the Project. NOW,THEREFORE, in consideration of the mutual covenants, agreements and conditions contained herein, City and Sunflower Hill agree as follows: 1. City Pre-Development Funds to Sunflower. City shall provide predevelopment funds in the amount of Two Hundred and Fifty Thousand Dollars($250,000)to Sunflower Hill for 1