80A - PH AGMT WITH COUNTY OF ORANGE 65 YR GROUND LEASE

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The Parties agree that these percentages represent the proportional ownership interests of each party prior to this grant as set forth in Exhibit C (Pre -Grant Assessor's Parcel Map), which is attached hereto and incorporated herein by reference. NOW, THEREFORE, in consideration of mutual interests to facilitate the development of the Project referenced herein, County and Agency incorporate the Recitals, above, into this Agreement and further agree as follows: 1. Upon satisfaction of the terms and conditions set forth in the Option Agreement by the Partnership, the County shall quitclaim the County Property to the County and the Agency to hold the County Property as tenants -in -common, with the County owning 36.3% undivided interest and the Agency owning 63.7% undivided interest in the Joint Property. The quitclaim deed for the County Property is attached hereto as Exhibit E. 2. Upon satisfaction of the terms and conditions set forth in the Option Agreement by the Partnership, the Agency shall quitclaim the Agency Property to the Agency and the County to hold the Agency Property as tenants -in -common, with the County owning 36.3% undivided interest and the Agency owning 63.7% undivided interest in the Joint Property. The quitclaim deed for the Agency Property is attached hereto as Exhibit F. The deeds shall be recorded concurrently. Thereafter, the Housing Authority of the City of Santa Ana shall merge the Agency Property and County Property to form the Joint Property, in accordance with this Agreement. 3. The Agency shall serve as the lead agency for all planning related administration of the merger and formation of the Joint Property. The County shall coordinate and provide all necessary information it possesses to assist the Agency with the merger process. The Agency agrees to process and file for record with the County Recorder the merger of the County Property and Agency Property in compliance with Article XI of Chapter 34 of the Santa Ana Municipal Code at no cost to the Parties. The Agency Property and County Property shall merge, resulting in the formation of the Joint Property, with the County and Agency as tenants -in -common with the County owning a 36.3% undivided interest and the Agency owning a 63.7% undivided interest in the Joint Property. 4. Once the Joint Property is formed, both Parties waive the right to partition until the Lease terminates. This Agreement shall serve as a valid written waiver of the Parties' right to seek any such partition in accordance with California Code of Civil Procedure section 872.710(b). 5. The Agency and County shall execute the Lease with the Partnership for the purposes of completing the Project. The Lease is attached hereto as Exhibit G. The Lease may authorize the Partnership to enter into one or more leasehold mortgage(s), which may be recorded against the Partnership's leasehold interest only. However, the Parties agree that the Lease shall not be recorded against the County Property, the Agency Property, or the Joint Property, though a memorandum of Lease may be recorded Crossroads at Washington — Joint Pov80X12Dent Page 2