Reso 2022-086 2nd amendment to DDA

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Exhibit S LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreement") is entered into as of , 2022, by and between ("Licensor"), and the City of San Leandro, a California charter city ("Licensee"). Licensor and Licensee are hereinafter collectively referred to as the "Parties." RECITALS A. Licensee and Licensor have entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated July 22, 2020, as amended by that certain First Amendment to Purchase and Sale Agreement and Disposition and Development Agreement dated as of March 17, 2021, and that certain Second Amendment to Purchase and Sale Agreement and Disposition and Development Agreement dated as of June 21, 2022 (as amended, the "PSA"). Pursuant to the PSA, Licensee has conveyed to Licensor certain real property in the City of San Leandro for Licensor's development of a single family housing development thereon (the "Single Family Element Property"). B. Licensee and Licensor have also entered into that certain Disposition and Development Agreement with respect to the Shoreline Area of the City of San Leandro and development of the Shoreline Project, dated July 22, 2020, as amended by that certain First Amendment to Purchase and Sale Agreement and Disposition and Development Agreement dated as of March 17, 2021, and that certain Second Amendment to Purchase and Sale Agreement and Disposition and Development Agreement dated as of June 21, 2022 (as amended, the "DDA"). C. There is currently a golf course located on the Single Family Element Property known as the Marina Course at the Monarch Bay Golf Club. Licensee is the operator of the Marina Course and the Monarch Bay Golf Club. The PSA and DDA require that the Licensor will demolish the portion of the Marina Course which is located on the Single Family Element Property, and redesign and reconstruct a nine -hole par 3 parkland style golf course on the portion of the Monarch Bay Golf Club that is adjacent to the Single Family Element Property. D. Licensor intends to commence the development of the Single Family Element Property upon receiving all required governmental approvals and permits for the site work to be performed thereon, as specified in the PSA and DDA (the "Site Work"). Until Licensor is ready to commence the Site Work, the parties desire for Licensee to have a license to continue using and operating the portion of the Marina Course which is located on the Single Family Element Property (the "Licensed Premises"). The parties intend that the term of the license will end at such time as Licensor requires the use of the Licensed Premises for the performance of the Site Work for the development of the Single Family Element Property. E. For and in consideration of the covenants and agreements set forth herein, Licensor desires to license the Licensed Premises, as depicted on the Map of Licensed