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DRAFT EXHIBIT A
<br /> DISPOSITION AGREEMENT
<br /> This Disposition Agreement (this "Agreement") dated as of [Date], 2016, is by and
<br /> among the U.S. Department of Housing and Urban Development ("HUD"), with the address of 1
<br /> Sansome Street, 12th Floor, San Francisco, California, 94104, the Housing Authority of the City
<br /> of Pleasanton, a public body corporate and politic organized under the laws of the State of
<br /> California ("PHA"), with an address of 123 Main Street, Pleasanton, CA 94566, the City of
<br /> Pleasanton, a municipal corporation organized under the laws of the State of California
<br /> ("Owner"), with an address of 123 Main Street, Pleasanton, CA 94566, the Housing Authority
<br /> of the County of Alameda, a public body corporate and politic organized under the laws of the
<br /> State of California ("HACA"), with an address of 22941 Atherton Street, Hayward, CA 94541,
<br /> and Kottinger Gardens Phase 1 Associates, L.P, a California limited partnership ("Lessee"), with
<br /> an address of 303 Vintage Park Drive, Suite 250, Foster City, CA 94404.
<br /> RECITALS
<br /> WHEREAS, PHA owned and operated one (1) non-dwelling building and eighteen (18)
<br /> dwelling buildings containing fifty (50) dwelling units (collectively, the "Existing Units," or
<br /> singularly, an"Existing Unit") and three and forty-six hundreths (3.46) acres of underlying land
<br /> at Kottinger Place, CA081000001, more particularly described in that certain Declaration of
<br /> Trust recorded in the official records of the County of Alameda (the "Declaration of Trust"),
<br /> and as further described in Exhibit A, attached hereto and incorporated herein (the "Disposition
<br /> Property");
<br /> WHEREAS, PHA owned and operated the Disposition Property as low-rent public
<br /> housing with financial assistance provided by HUD under the U.S. Housing Act of 1937, as
<br /> amended, 42 U.S.C. 1437 et. seq. (the"Act");
<br /> WHEREAS, construction and/or operation of the Disposition Property was financed in
<br /> part by HUD;
<br /> WHEREAS, PHA requested HUD approval of the conveyance of the Disposition
<br /> Property and HUD has, as documented in the letter from HUD to PHA dated February 26, 2015,
<br /> as amended on , 2016 (as amended, the "Approval Letter"), attached hereto as
<br /> Exhibit B and incorporated herein, agreed to such sale on the terms and conditions set forth in
<br /> the Approval Letter, that certain Use Agreement dated concurrently herewith, and this
<br /> Agreement(collectively, the"HUD Disposition Approval");
<br /> WHEREAS, it is anticipated that PHA will ultimately be dissolved and that Owner will
<br /> succeed certain of its responsibilities;
<br /> WHEREAS, HUD has approved the conveyance of the Disposition Property to Owner
<br /> for the purchase price of One and No/100ths Dollar($1.00);
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