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ATTACHMENT A EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (Kottinger Place) This Exclusive Negotiating Rights Agreement (this "Agreement") is entered into as of this day of February, 2012 (the "Effective Date"), by and between the City of Pleasanton, a municipal corporation (the "City"), and MidPen Housing Corporation, a nonprofit public benefit corporation (the "Developer"), on the basis of the following facts: RECITALS A. On April 29, 2010 the City issued a Request for Proposals ("RFP") to select a developer to provide and coordinate all aspects of the predevelopment and development of the Kottinger Place Development (the "Development") on certain real property located in the City of Pleasanton (the "Site"). B. Through a competitive process, the Developer was selected to provide the services for the Development outlined in the RFP, as supplemented by a scope of work issued October 26, 2011 (the "Scope of Work"). The Scope of Work is attached to this Agreement as Exhibit A and incorporated herein by this reference. C. The Site is owned by the City of Pleasanton Housing Authority(the "Housing Authority"). The City Council serves as the Board of the Housing Authority, and thus the City has the right to negotiate and execute the Agreement. D. The City and Pleasanton Gardens, Inc., the owner of Pleasanton Gardens a 40- units apartment complex located on a 1.99-acre parcel located at 251 Kottinger Drive (the "Pleasanton Gardens Parcel") have mutually agreed to consider the inclusion of the Pleasanton Gardens Parcel as part of the Development. E. The Scope of Work anticipates that the work will be separated into two tasks described in more detail in the attached Exhibit A. The Scope of Work has been developed with input from the Kottinger Place Task Force(the "Task Force"). Task 1 generally includes the preparation of a predevelopment analysis report which includes information on three (3) development options, and presentation of the report to the City for a decision on the preferred development option (the "Predevelopment Activities"). The Scope of Work assumes that the Site could be comprised of either the Kottinger Place Property only which is currently owned by the Housing Authority of the City of Pleasanton (the "Kottinger Parcel"), the additional properties located on adjacent parcels including the Pleasanton Gardens property, 4133 Regalia Avenue (current Regalia House), and 4138 Vineyard Avenue (collectively, the "Additional Parcels") and or the Pleasanton Gardens Parcel. Task 2 outlined in the Scope of Work involves developing the chosen development option including processing all required land use entitlements and construction of the Development (the "Development Activities") if the City elects to move forward with the Task 1