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This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this "Agreement") is entered into effective as of , 20 ("Effective Date") by and between the City of Redwood City, a charter city and municipal corporation ("City") and MP Bradford Associates, L.P., a California limited partnership ("Owner"). The City and the Owner are collectively referred to herein as the "Parties." RECITALS A. Owner is the owner of or has the right to acquire the real property located in the City of Redwood City, California, known as San Mateo County Assessor's Parcel Nos. and more particularly described in Attachment A attached hereto (the "Property"). B. Owner intends to construct, own and operate an affordable multi-family senior housing development on the Property consisting of [one hundred seventeen ( 117)] apartments, including one (1 ) one-bedroom manager's apartment, ground floor commercial space designed for use as a childcare center, fifty-nine (59) residential parking spaces, at least fifteen (15) commercial parking spaces, a car sharing parking space, and related improvements (all of the foregoing, collectively, the "Project") in accordance with that certain Disposition and Development Agreement dated as of , 2017, and executed by and between City and Owner's predecessor in interest, MidPen Housing Corporation, a California nonprofit public benefit corporation (the "DDA"). C. The DDA provides that the Restricted Units developed on the Property will be required to be available to Eligible Households at Affordable Rents (defined below) in accordance with this Agreement for a period of not less than fifty-five (55) years. D. As a condition to its agreement to convey the Property pursuant to the DDA, City requires the Property to be subject to the terms, conditions and restrictions set forth herein. E. The purpose of this Agreement is to satisfy the affordability requirements of the City's affordable housing program and to regulate and restrict the occupancy and rents of the Project's Restricted Units for the benefit of the Project occupants. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner's successors and assigns for the frill term of this Agreement. NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. AGREEMENT 1 . Definitions. The following terms have the meanings set forth in this Section 0 wherever used in this Agreement or the attached exhibits and attachments. "Actual Household Size" means the actual number of persons in the applicable household. ATY/AGR/2017.218/RWC — BRADFORD — DDA REV: 09-1847 VR Page 64 of 94