Agmt14 Greystar GP II, LLC - Jefferson Prop right of entry

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� T ORIGIN�,L RIGHT OF ENTRY (Jefferson Parcels/Greystar) This RIGHT OF ENTRY AGREEMENT("Agreement"), dated as of S , 2014, is made by and between City of Redwood City, a charter city and munici corporation ("City"), and Greystar GP II, LLC, a Delaware limited liability company("Buyer"), who agree as follows: ItECITALS A. City is the owner of that certain real property designated as Assessor's Parcel Numbers 053-171-06Q and -070 situated on Jefferson Street in the City of Redwood City, County of San Mateo("County"), State of California,consisting of approximately 17,800 square feet, which acreage is partially improved with landscaping on the sloping portion("Property"). The Property is shown on Attachment No. 1,attached hereto and incorporated herein. B. City and Buyer are currently negotiating a disposition and development agreement or other purchase and sale agreement for the sale of the Property to Buyer for development("Disposition AgreemenY'). C. In order to make an informed decision on whether to proceed with the purchase and development of the Property,Buyer wishes to conduct studies and investigations of physical, geological, and environmental conditions on the Property, including(without limitation) drilling, trenching and excavation as necessary or desirable for evaluating subsurface conditions ("Studies").The proposed locations for Studies are showed on Attachment No. 1. D. Buyer understands and acknowledges that Buyer may need to obtain permits from the San Mateo County DeparCment of Hazardous Materials, Environmental Health Divisions ("DepartmenY')to conduct such Studies. E. Buyer seeks to have access to, and City wishes to provide Buyer with access to, the Property in order to conduct the Studies Buyer deems necessary or desirable, subject to the terms hereof. AGREEMENT 1. Right of Entry. (a) Grant. City grants to Buyer a non-exclusive license to enter on the Property to conduct Studies of the real property as Buyer deems necessary or desirable. (b) Term. The term of this Agreement shall commence upon the date first written above, and shall expire on the earlier of: (i)the Close of Escrow, as will be defined in the Disposition Agreement; or(ii)the termination of this Agreement by either party upon 5 days prior advance written notice to the other party ("Term"). Upon the termination of this Agreement pursuant to clause (ii) above, Buyer shall, at its sole cost and expense, remove any personal property or equipment of Buyer on the Property in accordance with all applicable laws. ATTY/AGR/2014.128/GREYSTAR RIGHT OF ENTRY AGREEMENT-JEFFERSON REV:08-01-14 VR Page t of 7