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Attachment 1 DRAFT PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into effective as of . 2016 (the "Effective Date') by and between the City of Pleasanton. a municipal corporation (referred to herein as "Buyer" or as "City") and Pleasanton Gardens. Inc , a California nonprofit corporation ("Seller") Seller and Buyer are hereinafter referred to as the "Parties " WHEREAS, Seller is the owner of that certain real property consisting of approximately 199 acres located at 251 Kottinger Drive in the City of Pleasanton, California, known as Alameda County Assessor's Parcel No 094-0019-017, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"). WHEREAS, the Land is improved with a senior housing development consisting of forty (40) residential units and related improvements (collectively, the "Pleasanton Gardens Development"), WHEREAS. in connection with rental assistance provide by the U S Department of Housing and Urban Development ("HUD"), the Pleasanton Gardens Development is subject to a HUD Section 8 Housing Assistance Payments Contract (the "HAP Contract"), WHEREAS. Seller. Buyer and the Housing Authority of the City of Pleasanton ("Housing Authority") are parties to that certain Memorandum of Understanding dated as of November 5, 2013 (the "MOU"), WHEREAS. the MOU describes the intent of the parties to pursue the development of a multi-phased affordable senior housing development (the "New Development") to be constructed on the Land, together with a 50 acre property owned by the City and located at 4133 Regalia Avenue and a 50 acre property owned by the City and located at 4138 Vineyard Avenue (collectively, the "City Property"), and the site of the Kottinger Place Development, a 50-unit public housing project that was owned by the Housing Authority (the "Kottinger Place Site" and together with the Land and the City Property, collectively referred to herein as the "Site' ), WHEREAS, pursuant to the MOU, the City entered into a Disposition, Development and Loan Agreement (the "DDA") with MidPen Housing Corporation, a California nonprofit public benefit corporation ("MidPen") addressing the development of the Site for the New Development, and subsequently entered into a ground lease and loan documents with a limited partnership affiliated with MidPen that addresses the redevelopment of the City Property and the Kottinger Place Site for the first phase of the New Development, WHEREAS. consistent with the MOU and in accordance with the terms and conditions contained herein, Buyer desires to purchase, and Seller desires to sell to Buyer, all of Seller's right. title and interest in and to (0 the Land, (ii) all improvements located on the Land 1934\02\1964203 1