KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

EXHIBIT C Form of Memorandum of Lease RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: WHEN RECORDED RETURN TO: Attention: (SPACE ABOVE THIS LINE FOR RECORDER'S USE) MEMORANDUM OF GROUND LEASE (Kottinger Gardens Development Project) THIS MEMORANDUM OF GROUND LEASE (the "Memorandum") is entered into as of . 2016, by and between the City of Pleasanton, a California municipal corporation (the "Lessor") and Kottinger Gardens Phase I Associates, L.P.. a California limited partnership (the "Lessee"), with respect to that certain Ground Lease dated 2016 (the "Lease"), between the Lessor and the Lessee. All capitalized terms used in this Memorandum and not defined shall have the meaning set forth in the Lease. 1. Documentary Transfer Tax is not shown pursuant to Revenue and Taxation Code Section 11932. See that certain Statement of Documentary Transfer Tax Due, which shall be affixed to this Memorandum in the Official Records of Alameda County after record of this Memorandum is made and before the original is returned as specified in Government Code Section 27321. 2. Pursuant to the Lease. Lessor leases to Lessee and Lessee leases from Lessor that certain real property. more particularly described in Exhibit A, attached hereto and incorporated herein (the -Property-). The Lease shall commence on , 2016, and shall remain in effect for the seventy-five (75) year term of the Lease, unless sooner terminated pursuant to the terms and conditions of the Lease. 3. As more particularly set forth in the Lease, certain development, affordability and occupancy restrictions apply to the use of the Property. Pursuant to Section 18 of the Housing Act of 1937 and the HUD Disposition Affordability Covenant/Use Restriction, the Ground Lease is subordinate and subject to the HUD Disposition Affordability Covenant/Use Restriction, and C-I 191152\16569158 OAK 44831-9609-1684 v11