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WHEREAS, pursuant to the Predevelopment Report, as approved by the City and the Housing Commission, the Developer or an affiliate will process the New Development with a single Planned Unit Development("PUD") application. Pending PUD approval, construction of the New Development may be phased. The first phase may consist of the construction of a sixty-one (61)to seventy-one (71) unit multi-story building on the northern portion of the Kottinger Parcel, the Regalia Parcel, and the Vineyard Parcel, and subsequently, the new construction of thirty (30) single-story homes on the Site's eastern side ("Phase I"). Phase I may in turn be divided into subphases with the first part of Phase I consisting of construction of the multi-story building, and second part consisting of the single-story homes. The second phase will consist of the new construction of twenty-eight (28) single-story homes on the western portion of the Kottinger Parcel, twenty-four(24) single-story homes on the Pleasanton Gardens Parcel, and twenty-eight (28) homes in a multi-story building on the Pleasanton Gardens Parcel ("Phase II"); and WHEREAS, it is anticipated that construction of the New Development will result in the temporary relocation of the residents of the Kottinger Place Development and of the Pleasanton Gardens Development(the "Current Residents"). The Developer intends to structure the Phases to minimize the relocation of the Current Residents. Under the current Construction Phasing Plan, construction of the multi-story building for Phase I first will minimize relocation, requiring approximately fourteen (14) units of Kottinger Place to be vacated and tenants moved off-site during construction, and providing sufficient units for the Current Residents upon completion; NOW, THEREFORE, the Board, the City, and the Housing Authority agree as follows: 1. The Board shall continue working cooperatively with the Task Force, the Housing Authority and the City towards development of the New Development. 2. The City, the Housing Authority, and the Task Force shall continue to work cooperatively with the Board toward development of the New Development. 3. Approval of the New Development will be subject to the City's standard PUD review process utilizing a single development application, including public hearings before the City's Planning Commission, the Housing Commission, and the City Council. Nothing provided herein guarantees approval of the New Development. 4. The City will coordinate administration of the DDA including funding a predevelopment loan, development entitlement processing, project financing, HUD Disposition and Demolition processing, including the uses of the HAP Contract, construction phasing planning, tenant relocation and architectural design. 5. Pleasanton Gardens is not financially responsible for any costs associated with the DDA or processing the New Development. 6. Within thirty (30) days after approval of the New Development's PUD, Pleasanton Gardens and the City shall enter an option agreement or purchase and sale agreement whereby the Board will agree to transfer the Pleasanton Gardens Parcel to the City under certain conditions (the "Transfer Agreement"). The Transfer Agreement shall provide for valuable consideration of One Dollar($1), that the transfer shall include all of the project-based financial Page 3 of 6 191\52\1404312 3 10 23 2013