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HomeMy WebLinkAboutItem 5.3 Sunflower Hill at Grace Pointe - Amendment to the Affordable Housing Assistance Agreement, Purchase and Sale Agreement, Land Lease Agreement, and Acceptance of Land Dedication Agenda Item 5.3 STAFF REPORT CITY COUNCIL Page 1 of 5 DATE: October 6, 2026 TO: Honorable Mayor and City Councilmembers FROM: Colleen Tribby, City Manager SUBJECT: Sunflower Hill at Grace Pointe - Amendment to the Affordable Housing Assistance Agreement, Purchase and Sale Agreement, Land Lease Agreement, and Acceptance of Land Dedication Prepared by: Jason Earl, Senior Management Analyst EXECUTIVE SUMMARY: The City Council will consider approving the First Amendment to the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe Project, authorizing the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., and accepting a land donation. Sunflower Hill at Grace Pointe is a 60-unit affordable housing development proposed to be constructed on a 1.88-acre property within the Dublin Centre project. The purchase and sale agreement and lease would allow the developer to retain site control until it is ready to acquire the site and begin construction and will strengthen its applications for affordable housing financing. STAFF RECOMMENDATION: Adopt the Resolution Approving the First Amendment to the Affordable Housing Assistance Agreement, a Purchase and Sale Agreement, and a Land Lease Agreement with Sunflower Grace, L.P.; and Accepting a Land Dedication for the 1.88-acre Affordable Housing Site Within Dublin Centre. FINANCIAL IMPACT: There is no direct financial impact to the City. The Developer, Sunflower Grace, L.P., is solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the property. As provided in the lease, the Developer will pay the City rent of $1 per month, payable in advance, 12 months at a time. The Developer is responsible for all taxes, assessments, and other charges that are levied and assessed against the property during the term of the lease, and will further be responsible for maintaining, insuring, and securing the property at its cost. As provided in the Purchase and Sale Agreement, the 30 Page 2 of 5 purchase price for the property to be paid by the Developer to the City is $1. DESCRIPTION: Background On November 5, 2024, the City Council entered into an Affordable Housing Assistance Agreement (AHAA) with Sunflower Grace, L.P., for the Sunflower Hill at Grace Pointe project anticipated to be constructed on property at the corner of Dublin Boulevard and Brannigan Street within the Dublin Centre project. Sunflower Grace, L.P., which includes affiliates of Sunflower Hill and Satellite Affordable Housing Associates as general partners, is developing a 60-unit low- and very-low-income affordable housing project for those with intellectual and developmental disabilities. Under the terms of the AHAA, Sunflower Grace, L.P., would acquire the property directly from the master developer of Dublin Centre for the purpose of constructing and operating an affordable rental housing development. On February 4, 2025, the City Council approved an Affordable Housing Agreement with Landsea Homes for the Dublin Centre project. As part of the project’s compliance with the City’s Inclusionary Zoning Ordinance, Landsea Homes, the master developer, agreed to donate the property, a 1.88-acre area of land at the corner of Dublin Boulevard and Brannigan Street (Figure 1), to the City or its designated recipient for an affordable housing project. Figure 1. Location Map The Affordable Housing Agreement included an Irrevocable Offer of Dedication for the affordable housing site, which binds the master developer to dedicate the property to the City. On February 4, 2026, KL LB Buy 2 LLC, the land banker for the master developer and current property owner, recorded the Irrevocable Offer of Dedication to the City, which allows the City 31 Page 3 of 5 to accept the dedication at any time. As a non-profit affordable housing developer, Sunflower Grace, L.P., is actively seeking funds from multiple sources to construct the Grace Pointe project. On October 7, 2025, in support of the Developer’s funding effort, the City Council affirmed its intention to acquire the property from the Dublin Centre master developer and declare the property to be exempt surplus land pursuant to the Surplus Land Act. Receipt of the property from the City as exempt surplus land (rather than being conveyed directly from the master developer) allows certain funding applications, such as the Multifamily Housing Program administered by the California Department of Housing and Community Development and the Multifamily Super Notice of Funding Availability Capital funding, to be more competitive. Sunflower Grace, L.P., is now requesting to lease the property from the City during the period between the City’s acquisition of the property and its subsequent conveyance of the property to Sunflower Grace, L.P. This arrangement would enable the Developer to demonstrate additional site control until the Developer is prepared to acquire the site and begin construction. The current request is to amend the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe Project, accept the project site land dedication, and authorize the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., as further described below. Analysis First Amendment to Affordable Housing Assistance Agreement The AHAA for the Sunflower Hill at Grace Pointe project requires that Sunflower Grace, L.P., acquire the property from the master developer. The master developer used a land banker, KL LB Buy 2 LLC, as part of its financial structure for the Dublin Centre project. At the time the AHAA with Sunflower Grace, L.P., was executed, it was assumed that the master developer would own the property when the property was ready to transfer. To reflect the change in ownership and the City’s acquisition of the property from the land banker (rather than Sunflower Grace, L.P., acquiring the Property), an amendment to the AHAA is necessary. To provide for the transfer of the property from the City to Sunflower Grace, L.P., the amendment includes the City’s standard Purchase and Sale Agreement and Option Agreement. The Purchase and Sale Agreement obligates the City to convey the Property to Sunflower Grace, L.P., only if it obtains approvals of all the necessary financing for the project, as well as all necessary City land use approvals. The Option Agreement provides the City with certainty after the land is transferred to the Developer by allowing the City to take the land back if the project is unable to proceed. The First Amendment to the Affordable Housing Assistance Agreement is included as Attachment 2, with the Purchase and Sale Agreement and the Option Agreement included as Attachment 3. Acceptance of Land Dedication The Affordable Housing Agreement with the master developer required two actions prior to the dedication of the 1.88-acre property. The first was the recordation of the Irrevocable Offer of 32 Page 4 of 5 Dedication, which was completed in February 2026. The second was the completion of improvements such as rough grading and street frontage improvements, including, but not limited to, curb, gutter, sidewalk, landscape, irrigation, and access roadways on all sides of the property that are adjacent to current and future roadways. All improvements were completed in September 2026, and the land is ready to be dedicated to the City. Land Lease Agreement Sunflower Grace, L.P., has requested to lease the property from the City during the period between the City’s acquisition of the property and its subsequent conveyance of the property to Sunflower Grace, L.P., This arrangement would provide additional site control until the Developer is prepared to acquire the site and begin construction. The lease would also serve to alleviate the City’s liability during this time. As outlined in the lease document, the Developer is responsible for property maintenance and security as well as all taxes, assessments, and other charges that are levied and assessed against the property during the term of the lease. The Developer will not undertake any improvements while the property is being leased. The physical improvements associated with the development of the Sunflower Hill at Grace P ointe project will not happen until title to the property is transferred to the Developer. The lease agreement is included as Attachment 4. A resolution approving the First Amendment to the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe project, accepting the land dedication, and authorizing the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., is included as Attachment 1. STRATEGIC PLAN INITIATIVE: Strategy 4: Housing Affordability Objective A: Advance implementation of the Housing Element to increase the production of affordable housing. Objective C: Proactively identify and facilitate opportunities to attract multi-family housing development on key sites. ENVIRONMENTAL DETERMINATION: This amendment to the Affordable Housing Assistance Agreement between the City of Dublin and Sunflower Grace, L.P., and the other actions proposed to be undertaken hereunder, are not subject to the requirements of the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15378 as they do not meet CEQA’s definition of a project and will not result in direct or indirect physical changes in the environment, and CEQA Guidelines Section 15061(b)(3), which provides that an activity is exempt from CEQA review when it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted, and a copy of this Staff Report was provided to the 33 Page 5 of 5 Applicant. ATTACHMENTS: 1) Resolution Approving the First Amendment to the Affordable Housing Assistance Agreement, a Purchase and Sale Agreement, and a Land Lease Agreement with Sunflower Grace, L.P., and Accepting a Land Dedication for the 1.88-acre Affordable Housing Site Within Dublin Centre 2) Exhibit A to the Resolution – First Amendment to Affordable Housing Assistance Agreement (Sunflower Hill at Grace Pointe) 3) Exhibit B to the Resolution – Purchase and Sale Agreement and Joint Escrow Instructions, including Option Agreement 4) Exhibit C to the Resolution – Lease Agreement of City Real Property at Brannigan Street and Dublin Boulevard, Dublin, CA 34 Attachment 1 Reso. No. XX-26, Item X.X, Adopted 10/06/2026 Page 1 of 2 RESOLUTION NO. XX – 26 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE FIRST AMENDMENT TO THE AFFORDABLE HOUSING ASSISTANCE AGREEMENT, A PURCHASE AND SALE AGREEMENT, AND A LAND LEASE AGREEMENT WITH SUNFLOWER GRACE, L.P.; AND ACCEPTING THE LAND DEDICATION FOR THE 1.88- ACRE AFFORDABLE HOUSING SITE WITHIN DUBLIN CENTRE WHEREAS, on November 5, 2024, the City Council approved an Affordable Housing Assistance Agreement with Sunflower Grace, L.P., under which Sunflower Grace, L.P. is to receive property at the corner of Dublin Boulevard and Brannigan Street (the “Property”) for the construction and operation of an affordable rental housing development; and WHEREAS, on February 4, 2025, the City Council approved an Affordable Housing Agreement with Landsea Homes for the Dublin Centre project. As part of the project’s compliance with the City’s Inclusionary Zoning Ordinance, Landsea Homes, the master developer, agreed to donate the Property to the City of Dublin or its designated recipient for development of an affordable housing project; and WHEREAS, Sunflower Grace, L.P., whose general partners include affiliates of Sunflower Hill and Satellite Affordable Housing Associates, proposes to develop the Property with a 60 -unit affordable housing project serving low- and very-low-income households, including persons with intellectual and developmental disabilities; and WHEREAS, to enhance the project’s competitiveness for affordable housing funding, Sunflower Hill requested that the City declare the Property exempt surplus land under the Surplus Land Act; and WHEREAS, on October 7, 2025, the City Council adopted Resolution No. 83 -25 declaring the Property exempt surplus land pursuant to the Surplus Land Act; and WHEREAS, on February 4, 2026, KL LB Buy 2 LLC, the land banker for the master developer, recorded an irrevocable offer to dedicate fee title to the Property to the City; and WHEREAS, Sunflower Grace, L.P. has requested that the City acquire title to the Property, enter into a purchase and sale agreement to sell the Property to Sunflower Grace, L.P., and enter into a short-term land lease of the Property with Sunflower Grace, L.P. for the period prior to conveyance of title to the Property to Sunflower Grace, L.P., in order to establish site control in an effort to strengthen its applications for affordable housing funding while it secures construction financing and prepares to commence construction; and WHEREAS, acceptance of the dedication would allow the City to lease the Property to Sunflower Grace, L.P. until the affordable housing developer is prepared to acquire the Property and commence construction; and WHEREAS, entry into the First Amendment to the Affordable Housing Assistance Agreement, the Purchase and Sale Agreement, and the Land Lease Agreement with Sunflower Grace, L.P. (collectively, the “Agreements”), would provide site control to Sunflower Grace, L.P. and preserve the City’s ability to assume control of the Property or transfer it to another affordable housing developer i f Sunflower Grace, L.P. fails to perform ; and 35 Reso. No. XX-26, Item X.X, Adopted10/06/2026 Page 2 of 2 WHEREAS, the Agreements will facilitate development of affordable housing and are in the public interest. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby accepts the irrevocable offer of dedication from KL LB Buy 2 LLC for fee title to the approximately 1.8 8- acre Property within Dublin Centre, and hereby approves the Agreements substantially in the form attached as Exhibits A, B, and C to this Resolution. BE IT FURTHER RESOLVED that the City Manager is authorized to sign and execute any agreements for the conveyance of the Property to the City. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreements attached hereto as Exhibits A, B, and C to this Resolution and to make any necessary, non- substantive changes consistent with the intent of this Resolution. PASSED, APPROVED, AND ADOPTED BY the City Council of the City of Dublin, on this 6th day of October, 2026 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk 36 1 135.064/721975 FIRST AMENDMENT TO AFFORDABLE HOUSING ASSISTANCE AGREEMENT (Sunflower Hill at Grace Pointe) THIS FIRST AMENDMENT TO AFFORDABLE HOUSING ASSISTANCE AGREEMENT (this “Amendment”) is entered into effective as of October 6, 2026 by and between the CITY OF DUBLIN, a California municipal corporation (“City”), and SUNFLOWER GRACE, L.P., a California limited partnership (“Developer”). City and Developer are hereinafter collectively referred to as the “Parties.” RECITALS A.City and Developer have entered into an Affordable Housing Assistance Agreement, dated as of November 5, 2024 (the “AHAA”). The AHAA requires the Developer to acquire 1.83 acres of real property in the Dublin Centre community from the master developer of the community, Landsea Homes of California, LLC, a Delaware limited liability company (the “Master Developer”), and for Developer to construct and operate an affordable housing project thereon. B.By this Amendment, the Parties desire to amend the AHAA to provide for the City to acquire the Property from KL LB BUY 2 LLC, a Delaware limited liability company land banker for the Master Developer, and for the City to then convey the Property to the Developer for a nominal sales price. 1.Acquisition of Property. Section 3.1 of the AHAA is hereby revised to read as follows: “3.1 The Property. City shall acquire the Property from KL LB BUY 2 LLC, a Delaware limited liability company land banker for the Master Developer, within the time and upon the terms as set forth in the Affordable Housing Agreement between City and Master Developer dated February 4, 2025. City agrees to convey fee simple title to the Property to the Developer upon or prior to the date set forth in the Schedule of Performance attached to the AHAA. City and Developer shall enter into a Purchase and Sale Agreement, in the form attached to the First Amendment to Affordable Housing Assistance Agreement as Exhibit A, which shall set forth the terms and conditions of City’s conveyance of the Property from City to Developer.” 2.No Further Amendments. Except as amended by this Amendment, the AHAA shall continue unmodified and in full force and effect. All terms not separately defined herein shall have the meanings as defined in the AHAA. Attachment 2 Exhibit A to the Resolution 37 2 135.064/721975 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. CITY: CITY OF DUBLIN By: _______________________________ Colleen Tribby, City Manager ATTEST: By: _______________________________ Marsha Moore, City Clerk APPROVED AS TO FORM: By: _______________________________ John Bakker, City Attorney 38 3 135.064/721975 DEVELOPER: SUNFLOWER GRACE, L.P., a California limited partnership By: Sunflower Grace MGP LLC, a California limited liability company, its Managing General Partner By: Satellite Affordable Housing Associates, a California nonprofit public benefit corporation, its member/manager By: Susan Friedland, Chief Executive Officer By: Sunflower Grace AGP LLC, a California limited liability company, its Administrative General Partner By: Sunflower Hill, a California nonprofit public benefit corporation, its member/manager By: _________________________ Susan M. Houghton President – Board of Directors 39 Attachment 3 Exhibit B to Resolution 40 41 42 (f) City's representations and warranties herein are true and correct in all material respects as of the Closing Date. (g) The Title Company is irrevocably committed to issue a CLTA or ALT A standard coverage title insurance policy to Developer, together with such endorsements as are requested by Developer, effective as of the Closing Date, insuring title to Developer in the amount of the fair market value of the Property, subject only to those exceptions to title which have been approved by Developer. (h) There shall be no litigation or administrative proceeding pending with respeet to the Property as of the Closing, nor any moratoria which would adversely impact the development ofthe Property. (i) Developer shall have received enforceable written commitments for all sources of Construction Financing. 5.3 City's Conditions to Closing. The Close of Escrow and City's obligation to sell and convey the Property to Developer are subject to the satisfaction of the following conditions or City's written waiver (in City's sole discretion) of such conditions on or before the Closing Date: Landbanker. (a)City has acquired fee title to the Property from the Dublin Centre (b)Developer has deposited into the Escrow all costs required by this Agreement to be paid by Developer. (e)Developer has deposited into the Escrow the Grant Deed, Option Agreement, Memorandum of Option Agreement, and all documents to be submitted by Developer pursuant to this Agreement, all duly executed by Developer and notarized where applicable. ( d)All of the conditions to disbursement of the Construction Component of the City Loan, as set forth in Section 4.7 of the AHAA, shall have been satisfied. (e)Developer has performed all obligations to be performed by Developer pursuant to this Agreement before the Closing Date. (f)Developer's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date. 5 .4 Conveyance of Title. City will deliver fee simple title to Developer at the Closing, subject only to the exceptions to title which have been approved by Developer. 4 135.064/721967 43 44 45 46 47 execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. 10.17 Approvals. Whenever this Agreement calls for City approval, consent, extension or waiver, the written approval, consent, or waiver of the City, the City Manager or his or her designee( s) shall constitute the approval, consent, extension or waiver of the City, without further authorization required from the City Council. City hereby authorizes the City Manager and his or her designee( s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce City's rights under this Agreement, and to waive requirements under this Agreement, on behalf of the City. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY: CITY OF DUBLIN By: Colleen Tribby, City Manager ATTEST: By: Marsha Moore, City Clerk APPROVED AS TO FORM: By: John Bakker, City Attorney 9 135.064/721967 48 49 50 51 - 13 - 135.064/721967 EXHIBIT B Recording Requested by and When Recorded, Return to: EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 Exempt from Documentary Transfer Tax Per Rev. & Tax. Code § 11922 Governmental Agency acquiring title GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, as of _________________, 202__, the City of Dublin, a California municipal corporation and general law city, hereby grants to Sunflower Grace, L.P., a California limited partnership, all that real property located in the City of Dublin, County of Alameda, State of California and more particularly described in Attachment No. 1 hereto and incorporated in this Grant Deed by this reference. By: _______________________________ 52 53 54 55 1 135.064/726654 OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is entered into as of ____________, by and between the City of Dublin, a municipal corporation ("City"), and Sunflower Grace, L.P., a California limited partnership ("Developer"). RECITALS A. Concurrently with the date of this Agreement, Developer has acquired fee title from City to that certain real property located at ________________________, Dublin, California, as more particularly described in Exhibit A attached to this Agreement ("Property"). B. Developer acquired the Property from the City pursuant to that certain Affordable Housing Assistance Agreement with respect to the Property, dated as of November 5, 2024, and amended by the First Amendment to Affordable Housing Assistance Agreement dated as of October 6, 2026 (as amended, the “AHAA”). The AHAA requires the City to acquire the Property from the “land banker” of the “Dublin Centre (DC) Project” (as those terms are defined in the AHAA), and to enter into an agreement to sell the Property to Developer for a nominal sales price, and for Developer to construct and operate an affordable housing project thereon. C. Developer intends to construct a multifamily residential apartment project on the Property consisting of approximately sixty (60) affordable rental housing units for very low and low income families, and related improvements (“Development”). D. This Agreement gives the City an exclusive right and option to purchase the Property from Developer, which may be exercised by the City if the Developer fails to record a Regulatory Agreement against the Property on or prior to the date of the Construction Financing Closing (as defined below), if Developer transfers the Property or certain interests in Developer at any time prior to the recordation of the Regulatory Agreement, or if the Developer does not commence the construction of the Development on the Property within the time as set forth in the AHAA. E. All these Recitals are incorporated into and made part of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, City and Developer hereby agree as follows: 1.Grant of Option. Developer grants to the City the exclusive right and option to purchase the Property for the consideration and under the terms and conditions set forth in this Agreement (the "Option"). 2.Term and Exercise of Option. a.Option Term. The term of the Option ("Option Term") shall be for a period commencing on the date the Memorandum of Option (attached as Exhibit B) is recorded Exhibit C 56 2 135.064/726654 and ending on the earlier of the following events: (i) the admission of the investor limited partner into the tax credit limited partnership formed for the Development and the closing of Developer’s construction loans necessary for Developer to commence construction of Development, which are required to be identified and approved by the City in accordance with the City documents evidencing the City Loan (“Construction Loans”); and (ii) the date this Option is terminated in writing by the City. Developer shall provide City with thirty (30) days’ prior written notice of the admission of the investor limited partner and the closing of Construction Loans. b. Exercise of Option. The City may exercise the Option only in the event that (i) the Developer fails or refuses to record the Regulatory Agreement against the Property in the form acceptable to the City on or prior to the date of the Construction Financing Closing, (ii) the Developer attempts to affect a “Transfer” as defined below at any time prior to the recordation of the Regulatory Agreement; or (iii) the Developer fails to admit an investor limited partner into the tax credit limited partnership formed for the Development and/or close on the construction loans for the Development necessary for Developer to commence construction of Development (the admission of such investor limited partner and the closing of such construction loans being collectively referred to herein as the “Construction Financing Closing”) within the time set forth in the AHAA Schedule of Performance for the Construction Financing Closing, as such time may be extended with the City’s consent in accordance with the AHAA. Such time periods may be extended in writing by the City Manager in his or her sole discretion if the City Manager finds that the Developer is diligently pursuing the Development and cooperating with the City in accomplishing all steps required to move forward with the Development in a timely manner. Transfer is defined as (i) directly or indirectly, voluntarily, involuntarily or by operation of law making or attempting any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Property or the improvements located on the Property; or (ii) a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the ownership and /or control of Developer at time of entering into this Agreement, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision. Developer shall give the City thirty (30) days’ written notice prior to any Transfer. The City may exercise the Option by giving written notice to Developer of its exercise of the Option ("Option Notice"). c. Termination. Upon termination of the Option at the end of the Option Term, the City Manager shall sign and deliver in recordable form a termination agreement, quitclaim deed or such other document as may be reasonably required by the Developer to evidence the termination of the Option. The parties acknowledge that the termination agreement, quitclaim deed or other such document must be recorded concurrently with the close of escrow for the Construction Loans. 3. Purchase of the Property. a. Purchase Price. On the date specified in the Option Notice (which shall not be earlier than thirty (30) days after the date of the Option Notice), the Developer shall sell the Property to the City for the following consideration: (i) the amount that the Developer paid in 57 3 135.064/726654 cash for the purchase of the Property, which is $1.00, excluding closing costs, and (ii) the termination of the AHAA and cancellation of any debt incurred by the Developer to the City in connection with the proposed Development (collectively, “City Loans”), provided that the Developer returns to the City the full amount of any monies disbursed by the City to the Developer under the City Loans minus those monies expended by the Developer relating to the development of the Property as established by the Developer through documentation provided to the City in accordance with general accounting principles. b. Execution of Deed. As soon as practicable, but in no event later than the date specified in the Option Notice for the purchase and sale of the Property, the Developer shall execute a grant deed (the "Deed") conveying to the City the Property and all improvements located on the Property which shall be recorded in the Official Records of the County of Alameda (the "Official Records"). c. Expenses. All city and county documentary transfer tax and conveyance taxes to the extent they are not exempt pursuant to the Revenue and Taxation Code, and recording charges for the Deed (if any) shall be borne by Developer. The cost of the Title Policy (as defined below) shall be borne by the City. All other expenses, fees or costs (except for attorneys' fees and costs) incurred in close of escrow for the purchase and sale of the Property pursuant to this Agreement shall be borne by the City. Each party shall bear its own attorneys' fees and costs. d. Proration of Taxes. Real property taxes, if any, on the Property shall be prorated as of the date of recordation of the Deed. Mello-Roos and other like assessments on the Property shall be similarly prorated and Developer's share shall be fully paid prior to recordation of the Deed. e. Title Insurance. Should the City exercise the Option, no later than the time of the recording of the Deed pursuant to subsection (b) above, the City shall cause a title company of the City's choice to issue a CLTA or ALTA policy of title insurance (the "Title Policy") insuring fee title to the Property to be vested in the City, subject only to those encumbrances, conditions, or exceptions acceptable to the City in its reasonable discretion (“Permitted Exceptions”). Permitted Exceptions shall include all encumbrances, conditions and exceptions approved by the City under Section 21 below and/or in its loan policy issued in connection with the City Loan (defined in the AHAA), any regulatory agreements and other deeds of trust or other security instruments securing debt on the Property approved by the City, or any other instruments recording with the prior written approval by the City. Developer shall be responsible for removing from the Property title any encumbrances, conditions, or exceptions other than Permitted Exceptions prior to the closing of the conveyance of the Property to the City. 4. Assignment of Option. Neither the Developer nor City may assign its rights or obligations under this Agreement without the prior written consent of the other party. The City hereby consents to an assignment by Developer that complies with Permitted Transfers as defined in the Regulatory Agreement or an affiliate controlled by Developer. Any assignment of this Agreement not authorized under this section shall be null and void. 58 4 135.064/726654 5. Memorandum of Option. Contemporaneously with the execution of this Agreement, the City and Developer shall execute and acknowledge a Memorandum of Option in the form attached to this Agreement as Exhibit B. The City shall cause the executed and acknowledged Memorandum of Option to be recorded in the Official Records concurrently with the recording of the deed transferring title to the Property from the City to the Developer. 6. Further Documents. Upon the reasonable request of the other party, each party will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such further instruments and documents as may be reasonably necessary in order to carry out the intent and purpose of this Agreement, including escrow instructions. 7. Notices. All notices or other communications made pursuant to this Agreement shall be in writing and shall be deemed properly delivered, given or served to the parties at the following addresses when (a) mailed by certified mail, postage prepaid, return receipt requested; (b) sent by express delivery service, charges prepaid with a delivery receipt; or (c) personally delivered when a delivery receipt is obtained: City: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attention: City Manager Developer: Sunflower Grace, L.P. c/o Satellite Affordable Housing Associates 1835 Alcatraz Avenue Berkeley, CA 94703 Attention: Chief Executive Officer All notices so delivered, mailed or sent shall be deemed received as of the date shown on the delivery receipt as the date of delivery or the date delivery was refused. Either party may change its address for the purposes of this paragraph by giving prior written notice of the change to the other party in the manner provided in this paragraph. 8. Binding Effect. This Agreement and its terms and conditions shall be binding upon and inure to the benefit of the parties to this Agreement and their respective permitted successors and assigns. 9. Time. Time is of the essence of this Agreement. 10. Attorneys' Fees. In any action between the City and Developer to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover costs of suit and expenses, including, without limitation, reasonable attorneys' fees. 11. Eminent Domain. Notwithstanding any other provision of this Agreement, if at any time prior to execution and recordation of the Deed, any portion of the Property shall be 59 5 135.064/726654 taken by eminent domain or is the subject of eminent domain proceedings (either threatened in writing or commenced), and regardless of whether the City has exercised the Option, then the City shall have the right to terminate this Agreement upon written notice to Developer, whereupon the parties shall have no further obligations under this Agreement. 12.Exhibits. All exhibits attached to this Agreement and referred to in this Agreement are incorporated into this Agreement by this reference as though they were fully set forth in this Agreement. 13.Captions. The captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in the captions shall in no way be held to explain, modify, amplify or aid in the interpretations, constructions or meaning of the provisions of this Agreement. 14.Entire Agreement; Counterparts. This Agreement contains the entire agreement between the parties respecting the matters set forth, and supersedes all prior agreements between the parties respecting such matters. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement. 15.No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer to any person, other than the parties and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement. 16.Waiver. No provision of this Agreement shall be deemed waived by a party unless such waiver is in writing and signed by the party making the waiver. Failure of either party at any time to require performance of any provision of this Agreement shall not limit that party’s right to enforce the provision unless the waiver is made in writing. Waiver of any breach of a provision shall not be a waiver of any succeeding breach of the provision or a waiver of the provisions itself or of any other provision. 17.Authority of Signatories. Each of the parties to this Agreement represents and warrants to the other party that the persons who have executed this Agreement have been authorized to do so by the party on whose behalf the party is signing. All documents to be delivered under this Agreement will be executed by an authorized person. Each party has a good and legal right to enter into this Agreement and to perform all covenants of that party contained in this Agreement. 18.Governing Law. This Agreement shall be governed and constructed in accordance with California law. 19.Amendments. This Agreement may only be amended in writing signed by all parties. 60 6 135.064/726654 20. Brokers. Each party will defend, indemnify, and hold the other party harmless from any claim, loss, or liability made or imposed by any other party claiming a commission or fee in connection with this transaction and arising out of that party’s own conduct. 21. Title Report and Developer’s Representations and Warranties . Prior to entering into this Agreement, Developer shall provide City with a copy of a current title report for the Property (“Title Report”). The City’s entering into this Agreement is subject to its approval of the Title Report and any exceptions shown in the Title Report. Developer represents and warrants that (a) except for the matters shown in the Title Report, no leases, occupancies, tenancies, or licenses exist that presently affect the Property; (b) to the best of Developer’s knowledge, there are not presently any actions, suits, or proceedings pending or, threatened against or affecting the Property or the interest of Developer in the Property or its use or that would affect Developer’s ability to consummate the transaction contemplated in this Agreement; (c) there are not any outstanding and unpaid arbitration awards or judgments affecting title to any portion of the Property, and Developer shall promptly notify City of any of these matters arising during the term of this Agreement; and (d) to the best of Developer’s knowledge, there are not presently any pending or threatened condemnation, eminent domain, or similar proceedings affecting the Property. 22. Developer’s Conduct During Term of Agreement. During the term of this Agreement, Developer shall comply with the following terms relating to the Property: (a) Developer shall pay for all labor and work performed and all material furnished at Developer’s request or on Developer’s behalf, and there shall be no claim for which a mechanic’s, materialman’s, or similar lien can be claimed by any person or firm against the Property as a result of any act of Developer; (b) Developer shall not affirmatively take any actions constituting waste of the Property, and shall not excavate, mine, or otherwise materially alter the Property; (c) Developer shall not enter into any lease, occupancy, tenancy, or license agreement affecting the Property, without City’s prior written consent; and (d) Developer shall not incur any obligations or liabilities or enter into any transactions that will affect the Property without the prior written consent of City which consent shall not be unreasonably withheld. 23. Developer Indemnity of City. Developer shall indemnify, defend and hold harmless the City, any City agencies, and their respective elected and appointed councils, boards, commissions, officers, agents, employees, volunteers and representatives (collectively herein, "City") from any and all loss, liability, fines, penalties, forfeitures, costs and damages and from any and all claims, demands and actions in law or equity (including attorneys' fees and litigation expenses) by any person or entity, directly or indirectly arising or alleged to have arisen out of or in any way relating to the Property during the term of this Agreement. This indemnity provision shall survive termination of this Agreement. 24. Remedies for Breach. Each Party shall have the right to exercise all remedies available under law and equity for any breach of this Agreement. 61 7 135.064/726654 IN WITNESS WHEREOF, the City and Developer have executed this Agreement as of the date first written above. DEVELOPER: SUNFLOWER GRACE, L.P., a California limited partnership By: Sunflower Grace MGP LLC, a California limited liability company, its Managing General Partner By: Satellite Affordable Housing Associates, a California nonprofit public benefit corporation, its member/manager By: Susan Friedland, Chief Executive Officer By: Sunflower Grace AGP LLC, a California limited liability company, its Administrative General Partner By: Sunflower Hill, a California nonprofit public benefit corporation, its member/manager By: _________________________ Susan M. Houghton President – Board of Directors 62 8 135.064/726654 CITY: CITY OF DUBLIN By: _______________________________ Colleen Tribby, City Manager ATTEST: By: _______________________________ Marsha Moore, City Clerk APPROVED AS TO FORM: By: _______________________________ John Bakker, City Attorney 63 B-1 EXHIBIT A Property Description Real property situate in the City of Dublin, County of Alameda, State of California, described as follows: Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County. Containing 81,893 square feet of land area, more or less. APN: 985-0051-006-00 64 B-2 EXHIBIT B RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attention: City Clerk _____________________________________________________________________________ MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION AGREEMENT ("Memorandum of Option") is entered into as of ______________, by and between the City of Dublin, a municipal corporation ("City"), and Sunflower Grace, L.P., a California limited partnership ("Developer"). Developer and City have entered into that certain Option Agreement, dated concurrently herewith (the "Option Agreement"), in which the Developer has granted to the City the option (the "Option") to purchase certain real property owned by the Developer situated in the City of Dublin, County of Alameda, State of California, described in the attached Exhibit A (the "Property"). By the execution and recording of this Memorandum of Option, the Developer and the City desire to give notice to the public of the Option Agreement. The names of the Developer and the City are as set forth in the first paragraph of this Memorandum. The Property covered by this Memorandum of Option is as set forth in the first paragraph of this Memorandum. The terms of the Option and rights and obligations of the parties are set forth in full in the Option Agreement, the provisions of which are incorporated in this Memorandum by this reference as if set out in full. Nothing in this Memorandum shall constitute or be construed as constituting an agreement, revision, or modification to the Option Agreement or the respective rights or obligations of the parties under the Option Agreement. This Memorandum of Option may be executed simultaneously or in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. 65 B-3 IN WITNESS WHEREOF, this Memorandum of Option has been duly executed as of the day and year first above written. DEVELOPER: SUNFLOWER GRACE, L.P., a California limited partnership By: Sunflower Grace MGP LLC, a California limited liability company, its Managing General Partner By: Satellite Affordable Housing Associates, a California nonprofit public benefit corporation, its member/manager By: Susan Friedland, Chief Executive Officer By: Sunflower Grace AGP LLC, a California limited liability company, its Administrative General Partner By: Sunflower Hill, a California nonprofit public benefit corporation, its member/manager By: _________________________ Susan M. Houghton, President – Board of Directors 66 B-4 CITY: CITY OF DUBLIN By: _______________________________ Colleen Tribby, City Manager ATTEST: By: _______________________________ Marsha Moore, City Clerk APPROVED AS TO FORM: By: _______________________________ John Bakker, City Attorney 67 B-5 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ) ss. County of _____________ ) On_____________________, 20____ before me, _____________________, a Notary Public, in and for said State and County, personally appeared _______________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _______________________________ NOTARY PUBLIC 68 B-6 Exhibit A Property Description Real property situate in the City of Dublin, County of Alameda, State of California, described as follows: Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County. Containing 81,893 square feet of land area, more or less. APN: 985-0051-006-00 69 B-7 70 1 135.064/723493 LEASE OF CITY REAL PROPERTY AT BRANNIGAN STREET AND DUBLIN BOULEVARD, DUBLIN, CA This Lease of City Real Property (“Lease”) at Brannigan Street and Dublin Boulevard (APN 985- 0051-006-00), Dublin, dated October 6, 2026, is by and between the City of Dublin, a municipal corporation of the State of California, hereafter called “Lessor,” and Sunflower Grace, L.P., a California limited partnership, hereafter called “Lessee”, collectively referred to as “the Parties”. RECITALS A.WHEREAS, Lessor is the owner in fee of all that certain property described in Exhibit “A”, attached hereto and incorporated herein by this reference, along with any improvements located thereon, hereafter referred to as “Property”; and B.WHEREAS, the Lessor and Lessee entered into (i) that certain Affordable Housing Assistance Agreement with respect to the Property, dated as of November 5, 2024, and amended by the First Amendment to Affordable Housing Assistance Agreement dated as of October 6, 2026 (as amended, the “AHAA”); and (ii) that certain Purchase and Sale Agreement and Joint Escrow Instructions dated _______________, 202__, whereby the City agreed to sell the Property to Lessee (“Purchase Agreement”); and C.WHEREAS, Lessee has requested a short-term lease for the Property prior to the closing of the sale of the Property pursuant to the Purchase Agreement (the “Closing”). NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties agree as follows: 1.Lease of Property. Lessor hereby leases to Lessee the Property, including any improvements located thereon. 2.Term of Lease. The term of this Lease shall commence on the date hereof and shall expire on the earlier of (i) termination of the Purchase Agreement if the Purchase Agreement is terminated before the Closing; or (ii) the date of the Closing (“Term”). At the end of the term the Parties may mutually agree to extend the term on a month-to-month basis for a period of one (1) year. The Parties may also mutually agree to an early termination. 3.Condition of Property. Lessee is fully aware of the existing condition of the Property and accepts the Property in its existing condition. 4.Rent. Rent shall be $1.00 per month paid twelve months at a time, in advance, on or before the anniversary of the date of this Lease, until the end of the Term of this Lease and any extensions herein. 5.Use of Property. The Property shall only be used for purposes consistent with the zoning for the Property. Additionally, Lessee is required to maintain the Property in accordance with Section 13 below and keep the Property secured at all times. Attachment 4 Exhibit C to Resolution 71 2 135.064/723493 6. Assignment and Sublease. Lessee shall not assign this Lease or any interest therein, nor let or sublet the whole or any part of the Property without the express written consent of Lessor which Lessor may grant in its sole discretion, except Lessee shall be permitted to assign this Agreement to any assignee which is permitted or has been approved pursuant to the Purchase Agreement, provided Lessee provides written notice of such assignment to Lessor at least thirty (30) days prior to the effective date of such assignment and a fully executed copy of any assignment documents. 7. Expiration. Upon the expiration of the Term of this Lease, or of any extension, Lessee shall quit and surrender the Property in as good state and condition, reasonable wear and tear excepted, as its condition at the commencement of said Term. 8. Compliance with All Laws. Lessee, at its sole cost, shall comply with all applicable lawful requirements, policies, statutes and ordinances with respect to the use of the Property. 9. Utilities. Lessee shall pay all charges for utilities and other services upon the Property, including but not limited to gas, electricity, sewer, water and garbage charges. 10. Indemnification and Hold Harmless. Lessee shall defend, indemnify and hold harmless Lessor, its officers, agents, and employees against any liability, claim or loss for damage to any property or injury to or death of any person or persons arising from or connected to the Property during the Term of this Lease, except to the extent such liability claim or loss is attributable to the gross negligence or willful misconduct of Lessor, its officers, agents, or employees. Without limitation, Lessee’s indemnification obligations hereunder shall apply to any relocation benefits to which any of Lessee’s subtenants may be entitled. 11. Hazardous Materials. A. Hazardous materials are those substances listed in Division 4, Chapter 30, Article 9 of Title 22, California Code of Regulations, or those which meet the toxicity, reactivity, corrosiveness or flammability criteria of Article 11 of the above Code, as well as any other substance which poses a hazard to health or environment. B. Except as otherwise permitted in the Lease, Lessee shall not use, create, store or allow any such substances on the Property. Fuel stored in a motor vehicle for the exclusive use in such vehicle is excepted. C. In no case shall Lessee cause or allow the deposit or disposal of any such substance on the Property. D. However, household products necessary for routine cleaning and maintenance of the Property may be kept on the Property in quantities reasonable for current needs. E. Lessor, or its agents or contractors, shall at all times have the right, upon reasonable notice, to go upon and inspect the Property and the operations conducted thereon to assure compliance with the requirements herein stated. This inspection may include taking samples of substances and materials present for testing, and/or testing soils or underground tanks on the Property. 72 3 135.064/723493 F. Breach of any of these covenants, terms and conditions shall give Lessor authority to immediately terminate this Lease. It is the intent of the parties hereto that the Lessee shall be responsible for and bear the entire cost of removal and disposal of hazardous materials or waste introduced to the Property during the term of this Lease. The Lessee shall also be responsible for any cleanup and decontamination on or off the Property necessitated by such materials or waste. G. Lessee shall further indemnify, defend, and hold Lessor and its officers or employees, harmless from any and all responsibility, loss, damage, liability and expenses (including reasonable attorneys’ fees) resulting from the presence or use of hazardous mat erials on the Property during the Lessee's periods of use and possession. 12. CASp Compliance. Pursuant to California Civil Code section 1938, Lessor hereby notifies Lessee that as of the date of this Lease, there are no buildings located on the Property that have undergone inspection by a “Certified Access Specialist” (“CASp”) to determine whether each building meets all applicable construction-related accessibility standards under California Civil Code section 55.53. Lessor hereby discloses pursuant to California Civil Code section 1938 as follows: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the Lessee from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Lessee, if requested by the Lessee. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction - related accessibility standards within the premises.” Lessor and Lessee hereby acknowledge and agree that in the event that Lessee elects to perform a CASp inspection of any building hereunder (the “Inspection”), such Inspection shall be (a) performed at Lessee’s sole cost and expense, (b) limited to the building and (c) performed by a CASp who has been approved or designated by Lessor prior to the Inspection. Any Inspection must be performed at a time reasonably approved by Lessor. Lessor reserves the right to be present during the Inspection. Lessee agrees to: (i) promptly provide to Lessor a copy of the report or certification prepared by the CASp inspector upon request (the “Report”). Lessee shall be solely responsible for the cost of modifications or improvements required to comply with all applicable accessibility standards under state or federal Regulations, as well as any other repairs, upgrades, improvements, modifications or alterations required by the Report or that may be otherw ise required to comply with applicable Regulations or accessibility requirements (the “Access Improvements”) to the building necessary to correct any such violations of construction-related accessibility standards identified by such Inspection as required by Regulations, which Access Improvements may, at Lessor’s option, be performed in whole or in part by Lessor at Lessee’s expense, payable as Additional Rent within ten (10) days following Lessor’s demand. 13. Maintenance and Repairs. Lessee shall be responsible for securing the Property to protect the Property from trespassers, which may include installing security fencing around the perimeter of the Property and taking other appropriate security measures as needed to secure the Property. Lessee shall also keep the Property free of all debris and waste and shall conduct any weed abatement or other maintenance necessary to keep the Property in a neat and well-maintained manner. Lessor shall not maintain any part of the Property or the improvements located thereupon. 73 4 135.064/723493 14. Taxes. Pursuant to Revenue & Taxation Code Section 107.6, Lessor hereby advises Lessee that the leasehold interest in the Property conveyed to Lessee by this Lease is subject to property taxation, and that it is Lessee’s obligation under this Lease to pay or cause to be paid all of such property taxes levied on Lessee’s interests in the Property. Lessee acknowledges that it understands that property taxes may be levied on the Property despite the Lessor’s ownership of fee title to the Property and any exemptions Lessor is entitled to and receives as a result of public entity ownership of the Property. Lessee shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed against the Property, including but not limited to possessory interest taxes and taxes on any of Lessee's personal property installed or located in or on the Property, that become payable during the term of this Lease. On demand by Lessor, Lessee shall furnish Lessor with satisfactory evidence of these payments. 15. Insurance. As a condition precedent to this Lease, Lessee shall provide evidence of insurance in accordance with the insurance requirements shown in Exhibit “B” and incorporated herein by reference. Lessee shall maintain these insurance requirements throughout the lease term and name Lessor as additional insured on its insurance policies. 16. Alterations, Additions and Improvements. A. Lessee shall not undertake any demolition, building, construction, reconstruction or development on the Property without submitting to Lessor a plan and receiving Lessor's approval thereof. Any such approved alterations, additions or improvements shall be made solely at the cost of Lessee and shall not be made until Lessee has obtained any and all necessary permits and approvals. B. Lessee shall keep the Property free and clear of any and all liens or encumbrances. Lessor shall have the right to post and keep posted in a conspicuous place on the Property a notice of non-responsibility during the period of time during which any alterations, additions or improvements may be made by Lessee. 17. Waiver. No waiver by either party at any time of any of the terms, conditions or covenants of this Agreement shall be deemed as a waiver at any time thereafter of the same or of any other term, condition or covenant herein contained, nor of the strict and prompt performance thereof. No delay, failure or omission of Lessor to reenter the Property or to exercise any right, power or privilege or option arising from any breach shall impair any such rights, power, privilege or option or be construed as a waiver of such breach or a relinquishment of any right or acquiescence therein. 18. Default. Should Lessee default at any time in the payment of any installment of rent, or of any other charges when the same become due, or should Lessee default in the performance of any covenant or agreement or condition hereunder, including the use of the Property, and fail to cure the default after thirty (30) days' written notice of such default by Lessor to Lessee, Lessor shall have the right to terminate this Lease forthwith. In the event of such termination, Lessee shall quit and surrender the Property to Lessor and Lessor shall have the right of immediate reentry. The right to terminate this Lease shall be in addition to the other rights or remedies of Lessor in the event of a default. Notwithstanding the foregoing, if a Lessee default is incapable of being cured within thirty (30) days after receipt of notice of such default, then Lessor shall refrain from exercising any rights or remedies on account of such default provided that Less ee commences to cure such default within such 30 -day period and diligently pursues such cure to completion. 74 5 135.064/723493 19. Binding on Successors. The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto. 20. Severability. If any section, paragraph, sentence, clause, phrase, or portion of this Lease is invalid or shal1 be held to be invalid, such invalidity shall not affect the validity of the balance of the Lease. 21. Notice. Any notices herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and either personally delivered to the other party or deposited in the United States mail, postage prepaid and addressed as follows: To Lessee: Sunflower Grace, L.P. c/o Satellite Affordable Housing Associates 1835 Alcatraz Avenue Berkeley, CA 94703 Attention: Chief Executive Officer with a copy to: Gubb & Barshay LLP 235 Montgomery Street, Suite 1110 San Francisco, CA 94104 Attn: Erica Williams Orcharton To Lessor: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attention: City Manager 22. Destruction of Property. In the event the Property is totally or partially destroyed, rendering the Property totally or partially inaccessible or unusable, either party may terminate this Lease by giving written notice of such termination to the other party. 23. Taking by Eminent Domain. If, during the term of this Lease there is any taking of all or any part of the Property or any interest in this Lease by condemnation, the rights and obligations of the parties shall be determined pursuant to this paragraph. If the Property is totally taken by condemnation, this Lease shall terminate on the date of taking. If any portion of the Property is taken by condemnation, the lease terminates as to the part taken and remains in effect as to the remainder. The terms of this Lease shall remain in effect, including a pro rata percentage of the rent commensurate with the percentage of the remainder, as to the remainder unless Lessee shall give written notice of termination to Lessor within thirty (30) days of the date of taking. In the event of either a total or partial taking by condemnation, Lessor shall be entitled to all compensation paid as a result of the taking, whether by 75 6 135.064/723493 negotiated settlement or judgment entered by a court, and Lessee shall have no claim to or interest in any of the proceeds of such eminent domain action. 24. Memorandum of Lease. A short form Memorandum of Lease referring to this Lease, substantially in the form attached hereto as Exhibit “C”, shall be executed by Lessor and Lessee and recorded in the Official Records of the County of Alameda, California. 25. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Alameda. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Alameda and waive all venue objections. 26. Integrated Agreement; Amendment. This document represents the entire and integrated agreement between Lessor and Lessee and supersedes all prior negotiations, representations, and agreements, either written or oral. This document may be amended only by written instrument signed by both Lessor and Lessee. 27. Electronic Execution and Counterparts. The Parties agree that this Lease may be signed electronically and may be executed in counterparts. [SIGNATURES ON NEXT PAGE] 76 7 135.064/723493 LESSOR: CITY OF DUBLIN, a California municipal corporation By: _______________________________ Colleen Tribby, City Manager ATTEST: By: _______________________________ Marsha Moore, City Clerk APPROVED AS TO FORM: By: _______________________________ John Bakker, City Attorney 77 8 135.064/723493 LESSEE: SUNFLOWER GRACE, L.P., a California limited partnership By: Sunflower Grace MGP LLC, a California limited liability company, its Managing General Partner By: Satellite Affordable Housing Associates, a California nonprofit public benefit corporation, its member/manager By: Susan Friedland, Chief Executive Officer By: Sunflower Grace AGP LLC, a California limited liability company, its Administrative General Partner By: Sunflower Hill, a California nonprofit public benefit corporation, its member/manager By: _________________________ Susan M. Houghton President – Board of Directors 78 Exhibit A Legal Description of the Property Real property situate in the City of Dublin, County of Alameda, State of California, described as follows: Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County. Containing 81,893 square feet of land area, more or less. APN: 985-0051-006-00 79 80 Exhibit B INSURANCE REQUIREMENTS FOR LESSEE Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Lessee, its agents, representatives, or employees. Minimum Scope and Limits of Insurance Lessee shall maintain limits no less than: 1. Commercial General Liability: $2,000,000 per occurrence and $3,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form CG 0001 or equivalent is required. 2. Workers' Compensation: Statutory Limits Employer's Liability: $1,000,000 per accident for bodily injury or disease. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared and approved by the City of Dublin. The lessee shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention. Other Insurance Provisions The general liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City of Dublin, its officials, employees, agents and volunteers are to be covered as additional insureds with respects to liability arising out of activities performed by or on behalf of the Lessee; products and completed operations of the Lessee; Property owned, occupied or used by the Lessee; or automobiles owned, leased, hired or borrowed by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Dublin, its officers, employees, agents or volunteers. 2. For any claims related to this project, the Lessee's insurance shall be primary. Any insurance or self-insurance maintained by the City of Dublin, its officers, officials, employees, agents and volunteers shall be excess of the Lessee's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Dublin, its officers, officials, employees, agents or volunteers. 4. The Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Dublin. 81 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Dublin. Verification of Coverage Lessee shall furnish the City of Dublin with an original Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City of Dublin prior to commencement of lease. 82 EXHIBIT C RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attention: City Clerk Exempt From Recording Fee Pursuant to Government Code Sections 6103 and 27383 MEMORANDUM OF LEASE This Memorandum of Lease (“Memorandum”) is hereby entered into as of ________________, 2026 by and between the City of Dublin, a municipal corporation of the State of California, hereafter called “Lessor,” and Sunflower Grace, L.P., a California limited partnership, hereafter called “Lessee”. RECITALS A.Lessor and Lessee have entered into a “Lease of City Real Property” dated concurrently herewith for those certain parcels of real property which are legally described in Exhibit A attached hereto and incorporated herein by reference (the “Property”). A copy of the Lease of City Real Property is available for public inspection at Lessor’s office at 100 Civic Plaza, Dublin, California. B.The Lease of City Real Property provides that a short form memorandum of the Lease of City Real Property shall be executed and recorded in the Official Records of Alameda County, California. NOW, THEREFORE, the parties hereto certify as follows: Lessor, pursuant to the Lease of City Real Property, hereby leases the Property to the Lessee upon the terms and conditions provided for therein. This Memorandum of Lease is not a complete summary of the Lease of City Real Property, and shall not be used to interpret the provisions of the Lease of City Real Property. 83 LESSOR: CITY OF DUBLIN, a California municipal corporation By: _______________________________ Colleen Tribby, City Manager ATTEST: By: _______________________________ Marsha Moore, City Clerk APPROVED AS TO FORM: By: _______________________________ John Bakker, City Attorney 84 LESSEE: SUNFLOWER GRACE, L.P., a California limited partnership By: Sunflower Grace MGP LLC, a California limited liability company, its Managing General Partner By: Satellite Affordable Housing Associates, a California nonprofit public benefit corporation, its member/manager By: Susan Friedland, Chief Executive Officer By: Sunflower Grace AGP LLC, a California limited liability company, its Administrative General Partner By: Sunflower Hill, a California nonprofit public benefit corporation, its member/manager By: _________________________ Susan M. Houghton President – Board of Directors 85 Exhibit A to Memorandum of Lease EXHIBIT A TO MEMORANDUM OF LEASE LEGAL DESCRIPTION Real property situate in the City of Dublin, County of Alameda, State of California, described as follows: Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County. Containing 81,893 square feet of land area, more or less. APN: 985-0051-006-00 86 Exhibit A to Memorandum of Lease 87 State of California ) ) County of ) On , before me, , Notary Public, (here insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 88 State of California ) ) County of ) On , before me, , Notary Public, (here insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 89