OPTION TO GROUND LEASE

OPTION TO GROUND LEASE This Option to Ground Lease (also referred to herein as the Option or Option Agreement ) is entered into this day of, 2016 ( Effective Date ), by and between the City of Dublin, a municipal corporation ( City ), and the Dublin Unified School District, a California public school district ( District ). RECITALS A. City is the owner of an approximately 10-acre parcel of real property (APN 985 0098 002) that is more particularly described and depicted in the form of the Ground Lease attached hereto as Exhibit A ( Leased Premises ), which parcel is adjacent to a planned approximately 7-acre community park site. B. District desires to lease the Leased Premises for the construction and operation of school and joint use playground and park facilities. C. City desires to lease the Leased Premises to the District on the terms the parties have negotiated upon the District satisfying certain conditions. D. In order to finance and develop the school and park facilities, the District needs an option to lease the Leased Premises in order to satisfy the site control requirements of the State of California. E. Accordingly, the parties are entering into this Option Agreement on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated into this Agreement as though fully set forth herein. 2. Grant of Option. City hereby grants to District an exclusive option to lease the Leased Premises ( Option ) pursuant to the terms and conditions set forth herein. 3. Option Fee. Upon execution and delivery of this Option Agreement, District shall pay to City in immediately available funds the sum of One Dollar ($1.00) as consideration for the grant of the Option ( Option Fee ). This Option Fee shall be credited toward the first year s rent under the Ground Lease, and shall not be refundable if District decides not to exercise its Option to lease the Leased Premises. 4. Term. Option shall be exercisable by District, provided that it has first satisfied the conditions set forth in Section 5 below, at any time during the one (1) year period commencing upon the Effective Date ( Option Term ). The Option shall terminate on the date that is one (1) year following the Effective Date. OPTION TO GROUND LEASE DUBLIN USD/CITY OF DUBLIN DWK SF 833777v1 Pg. 1

5. Conditions to Effectiveness of Option. 5.1 Prior to exercise of the Option, the District shall provide evidence to the City Manager that indicates it has satisfied the following requirements: 5.1.1 District Board of Trustees approval of the use of the Leased Premises as a school site. 5.1.2 Written confirmation, approved by the District Board of Trustees, of the sources and availability of adequate financing to construct the School Site Improvements and Park Site Improvements along with a schedule for completion of the work. 5.1.3 City staff review of the construction plans approved by the California Department of General Services Division of the State Architect ( DSA ) for the School Site Improvements. 5.1.4 City staff approval of the plans for the Park Site Improvements submitted to DSA that shall be attached to the Ground Lease as Exhibit D, which shall include storm water treatment for the entire site. 5.1.5 Award of a contract for construction of the Leased Premises as reflected in the DSA-approved Construction Plans. 5.1.6 Any changes to park plans shall be subject to discussion between the parties and DSA approval. District shall provide plans to City upon submission to DSA. City shall provide any comments within thirty (30) days of submission. Failure to provide comments within thirty (30) days shall constitute approval of the plan. All comments or proposed changes shall be subject to DSA and all other required approvals. The parties shall meet and confer regarding any additional costs for City-proposed changes. 5.2 The City may waive any of the conditions during the Option Term. 6. Exercise of Option. 6.1 To exercise the Option, District shall personally deliver to the offices of the City Manager written notice of its intent to exercise the Option ( Notice of Exercise ) prior to the expiration of the Option Term, which notice shall demonstrate the District s satisfaction of the requirements set forth in Section 5 above. 6.2 Simultaneously with delivery of the Notice of Exercise, District shall deliver an executed Ground Lease in the form attached hereto as Exhibit A, under which District shall lease the Leased Premises from the City. The Ground Lease shall not be effective for any purpose unless District timely and effectively exercises the Option. The effective date of the Ground Lease shall be the day District exercises the Option. To the extent of any inconsistencies between the Ground Lease and the Option Agreement, the Option Agreement shall prevail. Upon District s effective exercise of the Option, the City Manager shall promptly execute the Ground Lease. OPTION TO GROUND LEASE DUBLIN USD/CITY OF DUBLIN DWK SF 833777v1 Pg. 2

7. Cooperation of the Parties. City and District shall cooperate in District s efforts to secure any and all funding and site approvals for development of the Leased Premises as anticipated in the Ground Lease. 8. Right to Enter Leased Premises 8.1 Access to Leased Premises. Commencing with execution of this Option, District or District s representatives, after written notification to City, shall be allowed access to the Leased Premises prior to the exercise of the Option, at all reasonable times for the purpose of obtaining data and making surveys, tests, inspections and other studies, grading and other site work, at District s sole expense, necessary to carry out this Option and Ground Lease or as required by California state regulatory agencies. 8.2 District shall procure and maintain (and require any of its representatives entering the Leased Premises to procure and maintain): (i) workers compensation insurance required by the laws of the State of California; (ii) commercial general liability insurance in the amount of at least Five Million Dollars ($5,000,000) combined single limit, naming City as an additional insured and containing a cross liability endorsement or severability of interests clause; and (iii) with respect to any contractor or consultant conducting environmental, soils or geological tests, performing, inspecting, observing or supervising any grading or other site work, commercial general liability insurance, in the amount of at least One Million Dollars ($1,000,000) combined single limit. District shall, prior to the first entry by District and/or its representatives, furnish certificates of such insurance coverage to City. Such certificates shall contain a clause providing for thirty (30) days advance notice of cancellation or material change in coverage. 8.3 Indemnification Resulting From Access. District shall indemnify and hold harmless City of and from any and all mechanic's liens, claims, actions, liabilities, costs, expenses, including attorneys' fees, and damages of any type or nature arising out of or in any way related to any such use of or entry onto the Leased Premises by District or by any other person or entity on behalf of, or at the request of, District, excluding any losses or damages, including but not limited to a reduction in the value of the Leased Premises, resulting from any finding or results of any surveys, tests, inspections or other studies, whether or not negligent. 9. Miscellaneous Provisions. 9.1 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given, if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to City, to: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 With a copy to: John Bakker, Esq. City Attorney OPTION TO GROUND LEASE DUBLIN USD/CITY OF DUBLIN DWK SF 833777v1 Pg. 3

Meyers, Nave, Riback, Silver & Wilson 555 12 th Street, Suite 1500 Oakland, CA 94607 If to District, to: With a copy to: Superintendent Dublin Unified School District 7471 Larkdale Avenue Dublin, CA 94568 Marilyn J. Cleveland, Esq. Dannis Woliver Kelley 275 Battery Street, Suite 1150 San Francisco, CA 94111 9.2 Assignment. District may not assign this Option without the prior written consent of City. 9.3 Successors and Assigns. This Option Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, and assigns. 9.4 Authority. City and District represent that each, respectively, has the full right, power, and authority to execute this Option Agreement. 9.5 Governing Law. This Option Agreement shall be construed in accordance with the laws of the State of California. 9.6 Partial Invalidity. If any term of this Option Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Option Agreement, which shall continue in full force and effect. 9.7 Counterparts. This Option Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Option Agreement was executed by the parties as of the dates set forth below. LESSOR CITY OF DUBLIN LESSEE DUBLIN UNIFIED SCHOOL DISTRICT By: Name City Manager Date: By: Name Superintendent Date: OPTION TO GROUND LEASE DUBLIN USD/CITY OF DUBLIN DWK SF 833777v1 Pg. 4

GROUND LEASE BETWEEN THE CITY OF DUBLIN AND THE DUBLIN UNIFIED SCHOOL DISTRICT FOR THE SCHOOL/PARK SITE IN JORDAN RANCH This Ground Lease (also referred to herein as the Lease or Lease Agreement ) is entered into this day of, 2016, by and between the City of Dublin, a municipal corporation ( Lessor ), and the Dublin Unified School District, a California public school district ( Lessee ). RECITALS A. Lessor is the owner of an approximately 10-acre parcel of real property (APN 985 0098 002), that is more particularly defined below (the Leased Premises ), located in the City of Dublin, County of Alameda, State of California, which parcel is adjacent to an approximately 7-acre planned community park site. B. Lessee desires to lease the Leased Premises from the Lessor for the construction and operation of a school and joint-use playground and community park. C. Lessor and Lessee contemplate that during the term of this Lease, Lessee shall have exclusive access to the school facilities and both Lessor and Lessee shall have the right to joint use of the playground and park facilities as detailed in this Lease. D. Accordingly, the parties are entering into this Lease Agreement on the terms and conditions set forth herein. AGREEMENT In consideration of their mutual covenants, and for good and sufficient consideration, the parties agree as follows: 1. Leased Premises. Lessor leases to Lessee and Lessee leases from Lessor the Leased Premises depicted on the map attached hereto as Exhibit A ( Location Map ) and incorporated herein by reference. A legal description of the Leased Premises is attached hereto as Exhibit B and incorporated herein by reference. 2. Term. The term of this Lease shall be ninety-nine (99) years, commencing on [Insert Date of Exercise of Option] ( Commencement Date ) and ending on [insert 99th anniversary of Commencement Date] ( Term ). 3. Rent. Lessee shall pay Lessor as rent for the Leased Premises the sum of One Dollar ($1.00) per year ( Rent ), payable in advance on an annual basis. Lessee shall pay Lessor the first year s Rent on the Commencement Date. Lessee shall thereafter pay Lessor Rent annually in advance on or before each anniversary of the Commencement Date.

4. Taxes. Lessee recognizes and understands that this Lease may create a possessory interest subject to property taxation, and that Lessee may be subject to the payment of property taxes levied on such interest. Lessee further agrees to pay any and all property taxes, if any, assessed during the Term of this Lease pursuant to Sections 107 and 107.1 of the Revenue and Taxation Code against Lessee s possessory interest in the Leased Premises. 5. Use of Leased Premises. Attached to this Lease Agreement as Exhibit C and incorporated herein by reference is a schematic design of the Leased Premises (the Plan ) that identifies an approximately 3.7acre portion of the Leased Premises as being devoted to the school facilities ( Building Site ) and a portion of the Leased Premises as being devoted to the joint use playground and park facilities ( Park Site ). The Building Site and the Park Site are collectively referred to as the School Site. Lessee shall use the School Site exclusively for public school purposes, unless otherwise authorized by the Lessor in writing. The School Site is currently planned for Transitional Kindergarten through 8th grade ( TK-8) school, afterschool childcare and other purposes pursuant to the Civic Center Act, Education Code section 38130 et seq. Lessee shall notify Lessor if it determines that it will discontinue operating the Building Site for public education. 5.1 Within one (1) year from the Commencement Date, the Lessee shall provide evidence to Lessor s City Manager that indicates it has satisfied the following requirement: 5.1.1 California Department of Education approval of the use of the Leased Premises as a school site. 5.2 Lessor and Lessee shall meet at least annually to coordinate their joint use of the Park Site. The discussion shall include scheduling, maintenance standards, and other joint use issues of concern to the parties. 5.3 Building Site. 5.3.1 Lessee shall, during the Term of this Lease at its sole cost and expense, construct, operate, and maintain the school facilities ( the School Facilities ) on the Building Site. Construction of the School Facilities shall be performed substantially according to the construction plans attached to this Lease Agreement as Exhibit D ( Construction Plans ) and incorporated herein by reference. The School Facilities, Construction Plans and alterations in the School Facilities on the Building Site will be subject to approval by the California Department of General Services Division of the State Architect ( DSA ). Lessee changes to the Construction Plans that impact the Lessor s Municipal Regional Stormwater Permit shall be subject to Lessor s reasonable approval. Lessee shall provide Lessor evidence of DSA closeout and certification of the School Facilities upon completion of construction. The Lessor may, but shall not be obligated to, observe the work during construction. Lessor agrees to make all reasonable efforts to notify the Lessee of Lessor s plans to observe work on the Building Site.

Lessor s City Manager may approve or disapprove alterations to the School Facilities on the Building Site only if the alterations impact the design or use of the Park Site. 5.4 Park Site. 5.4.1 Lessee shall, at its sole cost and expense, construct and maintain, except as otherwise specified below, the joint use park facilities ( the Park Site Improvements ) on the portion of the Leased Premises designated on the Plan as the Park Site. Construction of the Park Site Improvements shall be performed according to the Construction Plans. The Lessee may make alterations in the Park Site Improvements, subject to the reasonable approval of the Lessor s City Manager. It is acknowledged that at least a portion of the Park Site Improvements will be approved by the Division of State Architect. The Lessor may, but shall not be obligated to, observe the work during construction to ensure the Park Site Improvements are completed in accordance with the Construction Plans. Lessor agrees to make all reasonable efforts to notify the Lessee of Lessor s plans to observe work on the Park Site. Lessee shall give Lessor regular updates regarding construction conferences.. 5.4.2 The Park Site shall be, following Lessee s completion of construction, subject to the parties joint use as generally described in the following paragraphs. (a) Vehicular and Pedestrian Access Area. Both parties shall have joint use of a portion of the Park Site, depicted on the Plan that is designed for both (i) public vehicular parking and pedestrian access from Central Parkway to the planned community park site located south of the Leased Premises, and (ii) vehicular parking and pedestrian access to the School Site ( Access Area ). The Access Area shall be open to public use during those times when the Park Site is not being used by the Lessee for school purposes. 5.4.3 Joint Use Park Facilities. Lessee shall furnish a schedule of published open school hours pursuant to the school s bell schedule plus thirty (30) minutes before and after school ( School Hours ) to Lessor prior to the start of each school year. Any day that school is in session, Lessee shall have exclusive use of the Park Site for school purposes during School Hours. If the Lessee is utilizing portions of the Park Site for afterschool childcare or for another permissible use, the Park Site can be jointly used by Lessor and Lessee ( Joint Hours ). Lessor shall have control over the use of the Park Site Improvements on the Park Site, other than the multi-purpose room, for other times outside of School Hours and Joint Hours. The multipurpose room, despite its presence on the Park Site, shall be considered a Lessee property subject to use by Lessee during School Hours and the Second Amended Agreement Between City of Dublin (Lessor) and Dublin Unified School District (Lessee) Regarding Use of Facilities for Community Recreation of even date herewith, except that Lessor shall not be charged any fees for its use of the multipurpose room. Notwithstanding the foregoing, Lessee may reserve all or portions of the Park Site, outside of School Hours, ten (10) or more times each school year for school-related uses deemed appropriate by Lessee, with the reservation being limited to no more than the area reasonably required for the Lessee s use. The parties may mutually agree to extend the number of reservations allowed per school year. In all cases,

Lessee s exclusive use of the Park Site during non-school Hours shall be consistent with Lessor s policy of securing the maximum use of its parks for the comfort and convenience of all. 6. Construction Standards. All improvements shall be constructed or installed on the Leased Premises in a good and workmanlike manner without the attachment of any construction, mechanics, or other liens, and Lessee shall hold Lessor free and harmless from any liability arising from such liens. 7. Permits. Lessee shall comply with all applicable laws related to the construction of the School Facilities and the Park Site Improvements. Lessee shall be responsible for ensuring that the Park Site Improvements are consistent with applicable federal, state, and local requirements. 8. Maintenance and Operation. 8.1 Lessee shall, at its own expense, maintain the Leased Premises, including both the School Facilities and the Park Site Improvements, in a safe condition and in good repair. 8.2 Lessee shall have sole responsibility for the maintenance, repair, and security of any buildings and other improvements and personal property on the Leased Premises, and shall keep the same in good repair and condition during the Term. 8.3 Lessee shall keep the Leased Premises free of graffiti, debris, and anything of a dangerous, noxious, or offensive nature, or which creates a hazard or undue vibration, heat, noise, or interference. 8.4 Lessee shall maintain the Park Site according to standards agreed upon from time to time by Lessor and Lessee. The parties agree that, as of the date of this Lease, the maintenance standard is equivalent to the standard to which Lessee maintains its facilities. If at any time Lessor desires a higher standard of maintenance than that agreed upon, then Lessor may, at Lessor s sole cost and expense, request that Lessee maintain the facilities at a higher level. 8.5 Notwithstanding any rules and policies Lessee may presently have or may adopt in the future, during the Term, Lessee shall not charge Lessor a fee to use, or otherwise impose costs on Lessor for the use of, any portion of the School Site. This provision shall not be interpreted to give Lessor the right to use the Building Site or Park Site other than as established by this Lease or separate agreement between the parties. 9. Utilities. Lessee shall pay or cause to be paid, and shall hold Lessor and the Leased Premises free and harmless from, all charges for the furnishing of gas, water, electricity, telephone service, and other public utilities to the Leased Premises, and for the removal of garbage and rubbish from the Leased Premises during the Term of this Lease. 10. Default by Lessee and Lessor s Remedies.

10.1 If Lessee is in default, Lessor shall provide Lessee written notice of the default. Within thirty (30) days after such written notice, the parties shall informally discuss the manner in which to efficiently remedy the matter. If Lessee has failed to cure such default within thirty (30) days after the parties informally meet and confer, Lessor may, at its option, perform such duty or obligation giving rise to the default on behalf of Lessee, including, but not limited to, the obtaining of required insurance policies or government licenses, permits, or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee within ten (10) business days of receipt of invoice therefor. In the event of a default which Lessee has failed to cure within the applicable grace period, Lessor may, after further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default, pursue any remedy now or hereafter available under the laws of the State of California. Notwithstanding the foregoing, given that the Leased Premises will be operated as a public school, Lessor s remedies in the event of default shall not include a right to terminate the Lease, so long as the Leased Premises are actually being used in accordance with Section 5 above at the time of the alleged default. 10.2 If suit shall be brought by Lessor because of the breach of any condition or covenant of this Lease Agreement, Lessee shall pay to Lessor all expenses incurred therefor, including reasonable attorneys fees. 11. Optional Termination. This Lease may be terminated by: 11.1 Lessee, upon written notice to Lessor, if it determines that it is no longer practical to use the Leased Premises for public school purposes. 11.2 Lessor, upon ninety (90) days written notice to Lessee, if the Leased Premises are no longer used for public school purposes and Lessor determines, in its sole discretion, that the Leased Premises are needed for a public purpose of Lessor. 12. Cooperation of the Parties. Lessor and Lessee shall cooperate in Lessee s efforts to secure any and all funding approvals from state agencies for development of the Leased Premises as anticipated in this Lease. 13. Condemnation. In the event that all or part of the Leased Premises or any interest of Lessee in the Leased Premises is taken by eminent domain by any government agency, quasi-governmental agency, or other public body other than by the Lessor, thereby making it physically or financially unfeasible, as determined by Lessee in its sole discretion, for the Leased Premises to be used in the manner it was intended to be used by Lessee under this Lease, Lessee shall have the right to terminate this Lease effective as of the date the condemning agency takes possession of the Leased Premises. Lessee shall be entitled to the portion of the award paid attributable to 1) the diminution in value of its leasehold interest, and 2) the value of buildings and other School Facilities, Park Site Improvements, and personal property on the Leased Premises, and Lessor shall receive the remainder of such award. 14. Indemnity.

14.1 Indemnification by Lessee. Lessee shall, at its sole cost and expense, defend, indemnify, and hold harmless Lessor, and its officials, boards, commissions, employees, agents, attorneys, and representatives (hereinafter referred to as Lessor s Indemnitees ), from and against: 14.1.1 Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses, and consultants), which may be imposed upon, incurred by, or asserted against Lessor or Lessor s Indemnitees by reason of any act or omission of Lessee, its personnel, employees, agents, or representatives, resulting in personal injury, bodily injury, sickness, disease, or death to any person, or damage to, loss of, or destruction of tangible or intangible property, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use, or condition of the Leased Premises or Lessee s failure to comply with any federal, state, or local statute, ordinance, or regulation. 14.1.2 Lessee s obligations to indemnify Lessor or Lessor s Indemnitees under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the negligence or willful misconduct of Lessor or one or more of Lessor s Indemnitees. 14.2 Indemnification by Lessor. Lessor shall, at its sole cost and expense, defend, indemnify, and hold harmless Lessee, and its officials, boards, commissions, employees, agents, attorneys, and representatives (hereinafter referred to as Lessee s Indemnitees ) from and against: 14.2.1 Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses, and consultants), which may be imposed upon, incurred by, or asserted against Lessee or Lessee s Indemnitees by reason of any act or omission of Lessor, its personnel, employees, agents, or representatives, resulting in personal injury, bodily injury, sickness, disease, or death to any person, or damage to loss or destruction of tangible or intangible property, which may arise out of or be in any way connected with Lessor s ownership or use of the Leased Premises or Lessor s failure to comply with any federal, state, or local statute, ordinance, or regulation. 14.2.2 Lessor s obligations to indemnify Lessee or Lessee s Indemnitees under this Lease shall not extend to claims, losses, and other matters covered hereunder to the extent such claims arise out of the negligence or willful misconduct of Lessee or one or more of Lessee s Indemnitees. 15. Insurance. Lessee and Lessor shall cause to be maintained, in full force and effect and at their sole cost and expense during the Term of this Lease, the following types and limits of insurance: 15.1 Liability Insurance.

15.1.1 Lessee. Throughout the Term of this Lease Agreement, Lessee shall maintain, in full force and effect, either (a) comprehensive general liability insurance in commercially reasonable amounts, but in no event in an amount less than $5,000,000 per occurrence, protecting and insuring against claims for bodily injury, death, property damage, and personal injury occurring within or resulting from its operations, including its use of the Leased Premises, or (b) a general self-insurance program covering bodily injury, death, property damage, and personal injury occurring within or resulting from its operations, including its use of the Leased Premises. Any policy of insurance obtained by Lessee must name the Lessor, its officers, agents, and employees as additional insureds thereunder, be endorsed to provide that the insurance is primary to and non-contributory to insurance carried by the Lessor with respect to liability imposed on Lessee under this Lease Agreement, and contain a severability of interest clause. 15.1.2 Lessor. Throughout the Term of this Lease Agreement, Lessor shall maintain, in full force and effect, either (a) comprehensive general liability insurance in commercially reasonable amounts, but in no event in an amount less than $5,000,000 per occurrence, protecting and insuring against claims for bodily injury, death, property damage, and personal injury occurring within or resulting from its operations, including its use of any portion of the Leased Premises, or (b) a general self-insurance program covering bodily injury, death, property damage, and personal injury occurring within or resulting from its operations, including its use of any portion of the Leased Premises. Any policy of insurance obtained by Lessor must name the Lessee, its officers, agents, and employees as additional insureds thereunder, be endorsed to provide that the insurance is primary to and non-contributory to insurance carried by the Lessee with respect to liability imposed on Lessor under this Agreement, and contain a severability of interest clause. 15.2 Property Insurance. Throughout the Term of this Lease Agreement, Lessee shall maintain, in full force and effect, fire insurance and a standard all risk policy covering all structures and improvements at the School Site and any personal property owned by Lessee located at the School Site. This coverage must (i) contain a waiver of subrogation endorsement in favor of Lessor, (ii) cover loss or damage to the Leased Premises and any Lessee-owned personal property thereon in the amount of the full replacement value, (iii) include a deductible no greater than $5,000. Covered perils are to include fire, all risk, vandalism, malicious mischief, and sprinkler leakage. Throughout the Term of this Lease Agreement, Lessor shall maintain its own property insurance covering any personal property owned by Lessor located on the School Site. 15.3 Workers Compensation and Employers Liability. Both parties shall maintain, in full force and effect, Workers Compensation Insurance or self-insurance, and Employers Liability Insurance or self-insurance with limits that conform to legal requirements. 16. Hazardous Substance Indemnification. 16.1 Lessee represents and warrants that its use of the Leased Premises herein will not generate any hazardous substance, and it will not store or dispose on the Leased

Premises, nor transport to or over the Leased Premises any hazardous substance except for reasonable amounts of cleaning, office, educational, and landscape substances ordinarily used on school sites. Lessee further agrees to defend, indemnify, and hold harmless Lessor and its officials, boards, commissions, employees, agents, and representatives from, and remediate the Leased Premises from, any release of any such hazardous substance and any damage, loss, expense, or liability resulting from such release, including all attorneys fees, costs, and penalties incurred as a result thereof, except any release caused by the negligence or intentional act or omission of Lessor and its employees or agents. Hazardous substance shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous, toxic, or radioactive substance, or other similar term by any federal, state, or local environmental law, regulation, or rule presently in effect or promulgated in the future, as such laws, regulations, or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death, or disease. 16.2 Lessor represents and warrants that its use of the Leased Premises herein will not generate any hazardous substance, and it will not store or dispose on the Leased Premises, nor transport to or over the Leased Premises any hazardous substance except for reasonable amounts of cleaning, office, and landscape substances ordinarily used on City park sites. Lessor further agrees to defend, indemnify, and hold harmless Lessee and its officials, boards, commissions, employees, agents, and representatives from, and remediate the Leased Premises from, any release of any such hazardous substance and any damage, loss, expense, or liability resulting from such release, including all attorneys fees, costs, and penalties incurred as a result thereof, except any release caused by the negligence or intentional act or omission of Lessee and its employees or agents. 17. Holding Over. Any holding over after the expiration of the Term hereof, with the consent of Lessor, shall be construed to be a tenancy from month to month and shall otherwise be for the terms and on the conditions herein specified, so far as applicable. 18. Acceptance of Premises. By taking possession of the Leased Premises, Lessee accepts the Leased Premises in the condition existing as of the Commencement Date. Lessor makes no representation or warranty as to the condition of the Leased Premises, and Lessor shall not be liable for any latent or patent defect in the Leased Premises, except as otherwise stated herein. 19. Option to Purchase. In addition to all other rights that Lessee has under the Lease, Lessor grants Lessee an option ( Option ) to purchase the Leased Premises on the following terms and conditions: 19.1 Purchase Price. The purchase price ( Purchase Price ) for the Building Site shall be a mutually agreed price for the 3.7 acre Building Site, excluding all structures, improvements, and personal property thereon. If the parties cannot agree upon the price within sixty (60) days of Lessee s exercise of the Option, the purchase price shall be the fair market value of the Building Site, excluding all structures, improvements, and personal property

thereon, subject to current zoning for park use, as determined by an appraiser mutually agreed upon by Lessor and Lessee. The fair market value shall be determined as though the Lessee were acquiring the property from a private party. Both parties will meet with the appraiser before commencement of the appraisal assignment to agree upon the conditions, if any, to be assumed in the appraisal. At this meeting, the parties will provide the appraiser any information to be considered by the appraiser in performing the valuation. The cost of the appraisal, if any, shall be shared equally by Lessor and Lessee. Upon exercise of the Option by Lessee, and within forty-five (45) days of the parties agreement on the Purchase Price or delivery of the appraisal report, if any, to Lessor and Lessee, the Purchase Price shall be deposited into an escrow account. 19.2 Term of Option. Within thirty (30) days of the first anniversary of the Commencement Date, and within thirty (30) days of any subsequent anniversary of the Commencement Date, Lessee shall have the right to exercise the Option ( Option Term ). Upon expiration of any Option Term, Lessor shall be released from all obligations under the Option until the next Option Term. 19.3 Exercise of Option. The Option shall be exercised by Lessee by mailing or delivering a written notice of intent ( Exercise Notice ) to Lessor prior to the end of the Option Term. It is a condition to the effectiveness of the exercise of Option that Lessee not then be in default under this Lease. If Lessee is in default under this Lease at the time Lessee gives the Exercise Notice, the Exercise Notice shall be void. It is acknowledged and agreed that simultaneously with delivering the Exercise Notice, Lessee shall execute a Purchase and Sale Agreement with Lessor, in a form mutually acceptable to Lessor and Lessee, under which Lessee shall purchase the Building Site. The Purchase and Sale Agreement shall not be effective for any purpose unless Lessee timely and effectively delivers the Exercise Notice. Lessor shall execute the Purchase and Sale Agreement and deliver the executed Purchase and Sale Agreement to the escrow agent within forty-five (45) days of receipt of the Exercise Notice and the Purchase and Sale Agreement from Lessee. The effective date of the Purchase and Sale Agreement shall be the day Lessor acknowledges in writing that it received Lessee s Exercise Notice. To the extent of any inconsistencies between the Purchase and Sale Agreement and the Option, the Option shall prevail. 19.4 Exercise Notice. The Exercise Notice, if mailed, shall be sent certified mail, postage pre-paid, to Lessor at the address indicated below, and shall be deemed to have been delivered five (5) days after deposit in the United States mail. If sent by overnight delivery service to Lessor, the Exercise Notice shall be deemed delivered the day after Lessee s deposit with the overnight delivery service with all fees prepaid. If delivered in person, the Exercise Notice shall be deemed delivered upon receipt. 19.5 Conveyance by Lessor. If the Option is exercised, Lessor shall convey title to the Leased Premises by grant deed. 19.6 Lessor Disposition of Leased Premises. If Lessor plans to dispose of the Leased Premises, it hereby grants Lessee a right of first refusal to purchase the Leased Premises.

20. Non-Waiver. No waiver of any default under this Lease shall constitute or operate as a waiver of any subsequent default hereunder, and no delay, failure, or omission in exercising or enforcing any right, privilege, or option under this Lease shall constitute a waiver, abandonment, or relinquishment thereof, or prohibit or prevent any election under or enforcement or exercise of any right, privilege, or option hereunder. No waiver of any provision hereof by Lessor or Lessee shall be deemed to have been made unless and until such waiver shall have been reduced to writing and signed by Lessor or Lessee. The receipt by Lessor of rent with knowledge of any default under this Lease shall not constitute or operate as a waiver of such default. 21. Covenants Run with Land. The agreements, covenants, and conditions in this Lease are and shall be deemed to be covenants running with the land, and shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. 22. Construction. This Lease shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. 23. Further Assurances. Whenever requested to do so by the other party, each party shall execute, acknowledge, and deliver any further conveyances, agreements, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any further instruments and documents as may be necessary or proper to complete any conveyances, transfers, sales, or agreements contemplated by this Lease. Each party also agrees to do any other acts to execute, acknowledge, and deliver any documents requested to carry out the intent and purpose of this Lease. 24. Third-Party Rights. Nothing in this Lease, express or implied, is intended to confer upon any person, other than the parties and their respective successors and assigns, any rights or remedies under or by reason of this Lease. 25. Integration. This Lease and the attached exhibits contain the entire agreement between the parties regarding the subject matter of the Leased Premises, and this Lease expressly supersedes all previous or contemporaneous agreements, understandings, representations, or statements between the parties regarding those matters. 26. Amendment. This Lease may only be amended or altered, by an instrument in writing executed by Lessor and Lessee. 26.1 Non-Material Amendments. Any amendments to this Lease which do not relate to (a) the Term of the Lease as provided in paragraph 2; (b) changes in the permitted uses of the Leased Premises as provided in paragraph 5 that would materially alter the impacts that the use of the Lease Premises have on the community; (c) changes that would cause either party to incur material increases in costs; or (d) material changes in the insurance and indemnity provisions as provided in paragraphs 14, 15, and 16, may be approved by the Lessee s Superintendent and by the Lessor s City Manager and shall not, except to the extent otherwise required by law, approval by City Council or by the District Board of Education before the

parties may execute an amendment hereto. The City Manager shall determine whether an item is material for the City, and the Superintendent shall determine whether an item is material for the District.. 27. Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered, delivered by overnight delivery service or mailed, via certified mail, return receipt requested, to the following addresses: If to Lessor, to: With a copy to: If to Lessee, to: With a copy to: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 John Bakker, Esq. City Attorney Meyers, Nave, Riback, Silver & Wilson 555 12 th Street, Suite 1500 Oakland, CA 94607 Superintendent Dublin Unified School District 7471 Larkdale Avenue Dublin, CA 94568 Marilyn J. Cleveland, Esq. Dannis Woliver Kelley 275 Battery Street, Suite 1150 San Francisco, CA 94111 Any notice given by personal delivery shall be effective upon receipt. Any notice given by overnight delivery service shall be effective the day after delivery to the overnight delivery service carrier. Any notice given by mail shall be effective five (5) days after deposit with the U.S. Postal Service. 28. Assignment. Neither party may assign or transfer their rights under this Lease without the prior written consent of the other party; however, each party may allow use by others of the portions of the Leased Premises over which it has control during the times it has control of portions of the Leased Premises. 29. Successors and Assigns. This Lease shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, and assigns. 30. Authority. Lessor and Lessee represent that each, respectively, has the full right, power, and authority to execute this Lease.

31. Governing Law. This Lease shall be construed in accordance with the laws of the State of California. 32. Partial Invalidity. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. 33. Quiet Possession. Lessor hereby warrants and represents that there are no liens, encumbrances, or exceptions to property title as of the date of this Lease that would interfere with Lessee s rights hereunder, and that Landlord has the legal right and title to enter into this Lease. 34. Memorandum of Lease. Following the execution of this Lease, either party, at its sole expense, shall be entitled to record a short form Memorandum of Lease in the form attached hereto as Exhibit E. 35. Counterparts. This Lease may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Lease was executed by the parties as of the dates set forth below. LESSOR CITY OF DUBLIN LESSEE DUBLIN UNIFIED SCHOOL DISTRICT By: Name: City Manager Date: By: Name: Superintendent Date:

Exhibit A Location Map Page 1

Exhibit B Legal Description of the Leased Premises Exhibit A to Ground Lease Option Parcel E of Tract 8024 recorded in Book 313 of Maps, Pages 88-100 on December 19, 2011, Document No. 2011-368960. Page 1

Exhibit C Plan Page 1

Exhibit D Construction Plans [to come] Page 1

Exhibit E Form of Memorandum of Lease Exhibit A to Ground Lease Option Page 1

RECORDING REQUESTED BY: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder s use MEMORANDUM OF GROUND LEASE BETWEEN THE CITY OF DUBLIN AND THE DUBLIN UNIFIED SCHOOL DISTRICT FOR THE SCHOOL/PARK SITE IN JORDAN RANCH This Memorandum of Ground Lease Between the City of Dublin and the Dublin Unified School District for the School/Park Site in Jordan Ranch (this Memorandum ) is entered into this day of,, by and between the City of Dublin, a municipal corporation ( Lessor ), and the Dublin Unified School District, a California public school district ( Lessee ). Lessor and Lessee are, from time-to-time, individually referred to in this Memorandum as a Party, and are collectively referred to as Parties. 1. Pursuant to the Ground Lease Between the City of Dublin and the Dublin Unified School District for the School/Park Site in Jordan Ranch as of, by and between Lessor and Lessee (the Ground Lease ), the Parties have set forth their respective obligations with respect to Lessee s lease of certain land from the Lessor for the construction and operation of a school and joint-use playground and community park. 2. Lessor and Lessee have executed and recorded this instrument to give notice of the Agreement, and the respective rights and obligations of Lessor and Lessee. The unrecorded Ground Lease Between the City of Dublin and the Dublin Unified School District for the School/Park Site in Jordan Ranch is incorporated by reference in its entirety in this Memorandum. 3. This Memorandum shall bind and inure to the benefit of the Parties and their respective heirs, successors and assigns, subject however to restrictions set forth in the Agreement regarding assignment. Page 2

IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first set forth above. LESSOR CITY OF DUBLIN LESSEE DUBLIN UNIFIED SCHOOL DISTRICT By: Name: City Manager Date: By: Name: Superintendent Date: 2606353.1 Page 3