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Page 2 of 7 <br />ATTY/AGR/2022.014.03/TRI-PARTY AGREEMENT <br />REV: 01-25-2022 VR <br />so that County may continue to operate for an agreed upon term (but not beyond the <br />Expiration Date) the County’s existing shelter facility, and (c) pursuant to the Temporary <br />Developer License Agreement, City will have also granted to Developer a non-exclusive <br />license (“Temporary Lease Area Construction License”) over the County Lease Area <br />following expiration of the leaseback agreement and the County has vacated the County <br />Lease Area. <br />E.Also pursuant to the Exchange Agreement, as of the Effective Date City will have <br />conveyed to County approximately 2.52 acres of undeveloped property (“City Parcel”), <br />being a portion of a larger approximately 4.56-acre City-owned property, APN 052-398- <br />010 (“City Property”), in exchange for the County’s transfer to City of the County <br />Property. Also at the Exchange Closing, City will have retained ownership of the remaining <br />approximately 2.04-acre portion of the City Property (“City Remainder”), and the County <br />will have obtained the right to develop on the City Parcel a shelter and support facility for <br />persons experiencing homelessness (“Navigation Center”). <br />F.The relative locations of the Temporary License Area and County Lease Area on the <br />County Property are set forth on Exhibit A hereto, and a general depiction of the initial <br />exclusive and non-exclusive portions of the Temporary License Area is attached as <br />Exhibit B. <br />G.Developer, County and City are also parties to that certain Tri-Party Implementation <br />Agreement dated on or about the date hereof (“Tri-Party Agreement”), as to which this <br />License is an attachment. <br />NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual agreements by the <br />parties set forth herein and other good and valuable consideration, Owner and Developer agree <br />as follows: <br />AGREEMENTS: <br />1.Grant of Licenses. <br />(a) Owner hereby grants to County, its employees, consultants, representatives and <br />contractors, a non-exclusive, temporary license (“Temporary County License”), <br />over the shared portion of the Temporary License Area, solely for temporary <br />construction-related vehicle parking, laydown storage and staging in connection <br />with County’s development of the Navigation Center (“County Activities”). <br />(b) Subject to Developer’s right to exclusively occupy at least 50% of the Temporary <br />License Area, throughout the Term Developer and County shall have the right to <br />adjust the exclusive and non-exclusive portions of the Temporary License Area <br />per their mutual agreement. County shall keep City informed of all agreements for <br />allocation of space between County and Developer.. <br />(c) County agrees that, without the written consent of the Owner, County shall not <br />enter onto or conduct any activities on any portion of the Temporary License Area <br />except as permitted by this License and other agreements as may be entered into <br />by Owner and County. <br />2.License Term.