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Attachment 2 DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT FOR KOTTINGER PLACE HOUSING DEVELOPMENT This Disposition, Development and Loan Agreement (this "Agreement") is entered into as of this day of , 2013 (the "Effective Date"), by and among the City of Pleasanton, a municipal corporation (the "City"), the Housing Authority of the City of Pleasanton, a public body corporate and politic organized under the laws of California(the "Housing Authority") and MidPen Housing Corporation, a nonprofit public benefit corporation (the "Developer"), with reference to the following facts, understandings and intentions of the parties: ARTICLE 1. PURPOSE OF AGREEMENT A. The purpose of this Agreement is to effectuate the disposition and development of certain real property located in the City, as more particularly described in Section 2.2 below (the "Site"), by assisting in the development of the Site for a senior affordable rental housing development, anticipated to consist of between one hundred seventy-two (172) and one hundred eighty-nine (189) residential dwelling units, related interior and exterior improvements, including, but not limited to, a rental office and a community center(the "Improvements"). The Site and the Improvements are referred to as the "Development". B. In April, 2010, the City issued a Request for Proposals (the "RFP") to select a developer to provide and coordinate all aspects of the predevelopment and development of the Development. Through a competitive process, the Developer was selected to provide services for the Development outlined in the RFP. C. The City and the Developer entered into an Exclusive Negotiating Rights Agreement (the "ENRA") dated as of February 7, 2012 under which the Developer conducted a predevelopment process to identify the steps required to proceed with the Development in conjunction with the City and the Kottinger Place Redevelopment Task Force (the "Task Force"). D. Under the ENRA, the Developer prepared the Kottinger Place and Pleasanton Gardens Predevelopment Analysis Report (the "Predevelopment Report"), which was approved by the Task Force, the Housing Commission of the City of Pleasanton (the "Housing Commission"), and the City. E. The City Council approved the recommendation of the Predevelopment Report to develop the Development on several parcels comprising the Site: (i) the property owned by the Housing Authority on which the existing Kottinger Place development is located (the "Kottinger Parcel"), (ii) the property owned by the City located at 4133 Regalia Avenue which is adjacent to the Kottinger Village Park (the "Regalia Parcel"); (iii) the property owned by the City located at 4138 Vineyard Avenue(the "Vineyard Parcels"), and (iv) the property currently owned by Pleasanton Gardens, Inc., on which the existing Pleasanton Gardens development is located, and 1 191A52V1242198.13