2020-090 -Approving a Disposition and Development Agreement

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PURCHASE OPTION AGREEMENT THIS PURCHASE OPTION AGREEMENT (this "Agreement"), made as of , 2020 (the "Effective Date"), by and between the City of Santa Ana, a public body, corporate and politic ("Optionor"), and Caribou Industries, Inc. a Nevada Corporation ("Optionee"). As used herein, Optionee and Optionor may be referred to collectively as the "Parties", and each individually as a "Party." RECITALS A. Optionor is the fee simple owner of that certain land consisting of 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in Exhibit A attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Land"). Optionor is the fee simple owner of that certain parcel consisting of 211 parking spaces within the parking structure located on Land, and more particularly described in Exhibit B attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Parcel") B. Optionee has proposed the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, (the "Project"). C. The Parties entered into that certain Disposition and Development Agreement, dated October 5, 2020 for references purposes, regarding the Project. D. Optionor is commencing work on the Project which will be completed on or before September 30, 2024 if the Escrow Closing Date is on or before September 30, 2022. If Developer was granted an extension of the Escrow Closing Date by the City Manager pursuant to Section 2.1.40 of the Disposition and Development Agreement then the Project Completion Date shall be September 30, 2025. E. The development of the Project on the Land will be of benefit to Optionor and community by reducing blight, increasing the economic viability of the community, and providing needed public parking to the residents of Santa Ana, California. F. Optionee desires to acquire and Optionor desires to grant to Optionee the sole and exclusive right to purchase, without being obligated to purchase, the Parcel (as defined below), subject to the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Grant of Option. Upon issuance of the last Certificate of Occupancy or Notice of Completion for the Project, Optionor grants to Optionee the sole and exclusive right to purchase, upon the terms and conditions set forth in this Agreement (the "Option"), (a) the Parcel, together with all improvements ("Improvements"), as such improvements may be altered in connection