SANTA ANA STATION DISTRICT II HOUSIG PARTNERS, LP -2012

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C-R1? 1 1 12-RN-002 RIGHT OF ENTRY AND LICENSE AGREEMENT This RIGHT OF ENTRY AND LICENSE AGREEMENT ("Agreement") is made and entered into as of the 10th day of November, 2011 by and between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic. (hereinafter referred to as the "Agency"), and SANTA ANA STATION DISTRICT HOUSING PARTNERS, L.P., a California limited partnership (herein referred to as "Licensee"), with respect to the following: RECITALS A. The Agency is the owner of that certain real property located in the City of Santa Ana, California described as set forth in Exhibit A, and referred to hereinafter as the "Property". B. The Agency and Santa Ana Station District, LLC, a California limited liability company ("SASD") entered into a Disposition and Development Agreement dated June 7, 2010 , as amended by that certain First Amendment to the Disposition and Development Agreement dated as of April 18, 201 1 ("DDA") with respect to disposition and development of the Property. C. SASD assigned all of its rights and obligations under the DDA with respect to Phase R-1 (as defined in the DDA) to the Licensee and the Licensee has accepted such assigrmzent pursuant to an Assignment and Assumption Agreement, dated July 2, 201 O. D. In implementation of the DDA, Licensee desires to enter onto the Property owned by the Agency in order to undertake certain site work. E. The Agency wishes to accommodate Licensee's desire to conduct site work on the Property on anon-exclusive basis by granting a right of entry and license to Licensee upon certain terms and conditions. NOW, THEREFORE, for good and valuable consideration, Licensee and Agency do hereby agree as follows: 1. Right of Entry and License. Provided that all of the terms and conditions of this Agreement are fully satisfied, the Agency hereby grants to Licensee and its employees, agents and contractors the nonexclusive, nonassignable, personal right and license to enter upon the Property to undertake performance of the scope of work set forth in that certain contract between Licensee and Portrait Homes, Inc./Construction Resource Management, Inc., a joint venture, a copy of which is on file with the Agency Secretary ("Pre-Closing Work"), and for no other purposes without the prior written approval of the Executive Director the Agency. This Agreement shall automatically terminate and expire one hundred twenty (120) days after the date set forth above unless extended in writing by the Agency's Executive Director (the "Term"). It is expressly understood that this Agreement does not in any way whatsoever grant or convey any rights of possession, easement or other cognizable property interest in the Property. Upon termination of this Agreement, any improvctnents constructed by Licensee on the Property shall be the property of the fee title owner of the Property. D O C S OC/ 1523 614x9/200272-0001