KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

GROUND LEASE (Phase I of Kottinger Gardens Development Project) This Ground Lease (the "Lease") is entered into as of March I. 2016. by and between City of Pleasanton, a California municipal corporation ("Lessor") and Kottinger Gardens Phase I Associates, L.P., a California limited partnership ("Lessee"). RECITALS A. MidPen Housing Corporation, a California nonprofit public benefit corporation ("MidPen"), entered into that certain Disposition, Development and Loan Agreement for Kottinger Gardens Development Project dated November 5. 2013 with Lessor, and Housing Authority of the City of Pleasanton, a public body corporate and politic ('Housing Authority") (the"DDLA"). Pursuant to the DDLA and to meet some of Lessor's affordable housing goals under the City's inclusionary housing ordinance as set forth in Chapter 17.44 of the City's Municipal Code, Lessor has acquired that certain real property in the City of Pleasanton, County of Alameda, State of California, more particularly described in the legal description attached hereto as Exhibit A and depicted on the map attached as Exhibit B (the"Land"). Under the DDLA, the City agreed to ground lease the Land to Lessee for sixty(60) years or such longer term as required by lenders and investors, and Lessee has agreed to develop and operate thereon one hundred thirty-one (131) residential dwelling units and related interior and exterior improvements, including but not limited to, a rental office and a community center(the "Improvements"). B. Lessor desires to lease the Land to Lessee for a period of seventy-five (75) years pursuant to the terms of this Lease. C. Capitalized terms which are referred to and utilized throughout this Lease are defined in Article 1 of this Lease. NOW, THEREFORE, for and in consideration of the foregoing premises, the covenants, representations, warranties and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE 1. DEFIN ITIONS Section 1.1 Definitions. For the purposes of this Lease, the following defined terms shall have the meanings ascribed thereto in this Article 1: (a) Adjusted for Family Size Appropriate for the Unit shall be determined consistent with Section 50052.5(h) of the California Health Health and Safety Code, subject to the application of federal rules and regulations applicable to Project financing sources, including Section 42(g)(2) of the Internal Revenue Code of 1986 as amended (or successor provision). 5 191A52V1656915.8 OAK#4834-9609-1684 v11