MIDPEN HOUSING CORPORATION 13-1174C

which will be donated to the City (the "Pleasanton Gardens Parcel"). This Agreement sets forth the requirement for the City to use best efforts to acquire the Kottinger Parcel and the Pleasanton Gardens Parcel as further described in this Agreement. F. Pursuant to the Predevelopment Report approved by the City and the Housing Commission, the Developer, or an affiliate, may develop the Development in two or more phases (the "Phases"). It is anticipated that if the Development is 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"). The plan to phase the Development is depicted on the "Construction Phasing Plan" attached as Exhibit A-2. G. It is anticipated that construction of the Development will result in the temporary relocation of the Kottinger Place and Pleasanton Gardens residents. The Developer intends to structure the Phases to minimize the relocation of the residents. Under the current Construction Phasing Plan, construction of the multistory building for Phase I first will minimize relocation, requiring approximately fourteen(14)units to be vacated and tenants moved off-site during construction, and providing sufficient units for all Kottinger Place and Pleasanton Gardens residents upon completion. H. The City will lease the Site to the Developer to develop the Development either pursuant to one ground lease or two or more ground leases reflecting the Phases, and will make the City Predevelopment Loan and the City Construction Loan to the Developer(collectively, the "City Loan"), subject to the terms and conditions of this Agreement. I. The development of the Site and the occupancy of the affordable rental housing project as developed for households of limited incomes, all as provided in this Agreement, are in the vital and best interests of the City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Development will be undertaken. J. The Developer intends to finance the costs of development with sources that may include but are not limited to the City Loan, low income housing tax credits, a HOME Loan from the County of Alameda(the "County HOME Loan"), an Affordable Housing Program Loan from a Federal Home Loan Bank member institution(the "AHP Loan"), and private lender construction and permanent financing. K. The City Council authorized the City Manager to negotiate and execute this Agreement on October 16, 2012. THEREFORE, the City, the Housing Authority, and the Developer agree as follows: 2 191\52\1242198 13