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Attachment �1 <br /> DRAFT <br /> PURCHASE AND SALE AGREEMENT <br /> THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into <br /> effective as of , 2016 (the "Effective Date") by and between the City of <br /> Pleasanton, a municipal corporation (referred to herein as "Buyer" or as "City") and Pleasanton <br /> Gardens, Inc., a California nonprofit corporation ("Seller"). Seller and Buyer are hereinafter <br /> referred to as the "Parties." <br /> WHEREAS, Seller is the owner of that certain real property consisting of approximately <br /> 1.99 acres located at 251 Kottinger Drive in the City of Pleasanton, California, known as <br /> Alameda County Assessor's Parcel No. 094-0019-017, and more particularly described in <br /> Exhibit A attached hereto and incorporated herein by this reference (the "Land"); <br /> W! EREAS,the Land is improved with a senior housing development consisting of forty <br /> (40) residential units and related improvements (collectively, the "Pleasanton Gardens <br /> 1 evellopment"); <br /> WHEREAS, in connection with rental assistance provide by the U.S. Department of <br /> Housing and Urban Development ("HUD"), the Pleasanton Gardens Development is subject to a <br /> HUD Section 8 Housing Assistance Payments Contract (the "HAP Contract"); <br /> WHEREAS, Seller, Buyer and the Housing Authority of the City of Pleasanton <br /> ("Housing Authority") are parties to that certain Memorandum of Understanding dated as of <br /> November 5, 2013 (the "M•U"); <br /> WHEREAS, the MOU describes the intent of the parties to pursue the development of a <br /> multi-phased affordable senior housing development (the "New Development") to be <br /> constructed on the Land, together with a .50 acre property owned by the City and located at 4133 <br /> Regalia Avenue and a .50 acre property owned by the City and located at 4138 Vineyard Avenue <br /> (collectively, the "City Property"), and the site of the Kottinger Place Development, a 50-unit <br /> public housing project that was owned by the Housing Authority (the "Kottinger Place Site" <br /> and together with the Land and the City Property, collectively referred to herein as the "Site"); <br /> WHEREAS, pursuant to the MOU,the City entered into a Disposition, Development and <br /> Loan Agreement (the "D IA") with MidPen Housing Corporation, a California nonprofit public <br /> benefit corporation ("MidPen") addressing the development of the Site for the New <br /> Development, and subsequently entered into a ground lease and loan documents with a limited <br /> partnership affiliated with MidPen that addresses the redevelopment of the City Property and the <br /> Kottinger Place Site for the first phase of the New Development; <br /> WHEREAS, consistent with the MOU and in accordance with the terms and conditions <br /> contained herein, Buyer desires to purchase, and Seller desires to sell to Buyer, all of Seller's <br /> right, title and interest in and to: (i) the Land; (ii) all improvements located on the Land <br /> 1934\02\1964203 1 <br />