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THIS AFFORDABLE HOUSING LOAN AGREEMENT (this "Agreement") is entered into effective as of, 2017 ("Effective Date") by and between the City of Pleasanton, a municipal corporation ("City") and Kottinger Gardens Phase 2 Associates, L P , a California limited partnership ("Developer") The City and the Developer are collectively referred to herein as the "Parties." RECITALS A City owns the real property located in the City of Pleasanton, Alameda County, California, at 243-253 Kottinger Drive, known as Alameda County Assessor Parcel No 094- 0019-017, and more particularly described in Exhibit A attached hereto (the "Property") B City and Developer intend to enter into a ground lease, pursuant to which Developer will lease the Property from City for a term of seventy-five (75) years, demolish the existing improvements on the Property, and develop, own and operate an affordable senior housing development consisting of 54 apartments and related improvements (the "Project") C Upon satisfaction of the conditions precedent set forth in this Agreement and subject to the terms and conditions set forth herein, the City has agreed to provide a loan to Developer to assist in financing development of the Project D. Substantially concurrently with the execution of this Agreement, among other documents, Developer will execute, and deliver to City, and as applicable, cause to be recorded in the Official Records a secured promissory note to evidence Developer's obligation to repay the loan City will provide for the Project, a deed of trust that will provide City with a security interest in the Project and Developer's leasehold interest in the Property, and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants that will require Project rents to be affordable to low-income senior households for a term of not less than the term of the Ground Lease E A material inducement to City to enter into this Agreement is the agreement by Developer to develop the Project within the time periods specified herein and in accordance with the provisions hereof, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to take such actions and complete such work in accordance with such provisions and within such time periods. NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. ARTICLE I OAK 1#4822-65 39-601 i v5 2