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

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Joint Powers Authority, Ground Lease, and Option Agreement For the Crossroads at Washington February 18, 2020 Page 5 ownership of the site retains the integrity of the site plan and does not require a redesign or complicate the development, permitting or lending processes. The Joint Powers Agreement authorizes each landowner (the Agency and the County) to execute a "grant deed" (Quitclaim) to merge the ownership of the parcels into one joint ownership held by the Agency and County together. The Agreement also conveys an interest in the respective parcels into a jointly held "tenants in common" ownership structure, with title for the joint property to be held as Tenants in Common (TIC). This TIC structure is comprised of an ownership arrangement in which the two jurisdictions jointly own a single parcel formed from APN Nos. 398-092-13 and 398-092-14, and title will be held individually to the extent of each party's proportional interest in the combined two parcels. This TIC ownership structure will simplify the joint 65-year Ground Lease to develop a jointly held property. The percentage ownership for each landowner is based on the percentage of the current acreage between the two parcels. Specifically, the Agency's parcel is 1.456 acres and therefore the Agency will retain a 63.69% undivided interest. The County's parcel is .83 acres and therefore the County will retain a 36.31 % undivided interest. One 65-year Ground Lease agreement with both landowners can then be entered into with the Developer for the development of the Crossroads at Washington. The following is a list of key items agreed upon in the Joint Powers Agreement: • Term: the Agreement shall continue in full force and effect until the latter occurrence of the following events: the termination of the Ground Lease, either through expiration of the Ground Lease term or rescission of the Lease by the Parties (e.g., termination of Lease due to default); or Mutual agreement in writing by both the County and Agency. • Upon satisfaction of the terms and conditions set forth in the Option Agreement, the County shall quitclaim the County -owned Property to both the County and the Agency to hold the County -owned Property as tenants -in -common, with the County owning 36.3% undivided interest and the Agency owning 63.69% undivided interest in the joint property. The Agency shall also quitclaim the Agency -owned Property to both the Agency and the County to hold the Agency -owned Property as tenants -in -common with the same ownership interests above (63.69% and 36.31 %). • The Agency shall serve as the lead agency for all planning -related administration of the merger and formation of the joint property. • Once the joint property is formed, both the County and the Agency waive the right to partition until the Ground Lease with the Developer terminates. • The Agency and County shall execute a 65-year Ground Lease with the Developer for the purposes of completing the Crossroads at Washington. • The Agency and County 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 allocation share transfer to reduce the County's RHNA share for housing built within the City's boundaries. • Upon termination of the Joint Powers Agreement, the County -owned Property shall be conveyed back to the County as the sole owner of the County -owned Property and the Agency -owned Property shall be conveyed back to the Agency as the sole owner of the Agency -owned Property. The combined parcel will also be subdivided again back to the