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

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as set forth in the Lease. The recording of any encumbrance on the Joint Property must be agreed upon, in writing, by both the Agency and the County. The recordation of any encumbrance on the Joint Property without the requisite written approval shall be null and void. 6. The Parties agree to cooperate in good faith to submit for approval to the Southern California Association of Governments ("SCAG"), and to thereafter implement, a regional housing needs assessment ("RHNA") allocation share transfer to reduce the County's RHNA share for housing built within Agency boundaries. 7. This Agreement shall continue in full force and effect until the latter occurrence of the following events: (a) The termination of the Lease, either through expiration of the Lease term or rescission of the Lease by the Parties (e.g., termination of Lease due to default); or (b) Mutual agreement in writing by both the County and Agency. 8. The Parties agree that they will exercise good faith in carrying out the purposes of this Agreement, including the adoption of any necessary modifications, amendments, or clarifying the Parties' rights and duties hereunder. 9. Upon termination of this Agreement, the County Property shall be conveyed to the County as the sole owner of the County Property and the Agency Property shall be conveyed to the Agency as the sole owner of the Agency Property. The Agency and County shall execute quitclaim deeds to effect these conveyances. The quitclaim deeds for these conveyances shall be in substantially the same form as those attached hereto as Exhibits H and I. 10. Any and all development, construction, operation, and maintenance of the Project shall be at no cost to Agency or County, provided that Agency staff shall be responsible for administering the operation of the Project to insure it is being used in conformance with this Agreement, use permit(s), and the Lease. The Agency shall serve as administrator of the Lease with the Partnership and coordinate with the County as necessary. Each Party shall separately administer their loans, grants or other support that might be provided to the Project and the Partnership. 11. Use of the Project and all its facilities shall be granted to all persons on an equal basis. No person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome or any condition related thereto, marital status, sex, sexual orientation or any other impermissible basis under the law, be excluded from participation in, be denied benefits of, or be subjected to discrimination under, any program or activity conducted by the Partnership or within facilities constructed on the Joint Property. 12. Agency shall, to the extent permitted by law, indemnify, defend, and hold harmless the County and it officers, agents, and employees, from and against any claim, Crossroads at Washington — Joint Pov8OAq[2,Pent Page 3