2020-090 -Approving a Disposition and Development Agreement

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with the Parking Structure. located thereon (collectively, the "Real Property"); (b) all of Optionor's right, title and interest in all tangible personal property owned by Optionor located upon, attached to, or necessary for the operation of the Real Property (collectively, the "Tangible Personal Property"), to the extent the delivery of such Tangible Personal Property is accepted, in writing by Optionee; and (c) all of Optionor's right, title and interest in all intangible personal property related to the Real Property and the Improvements (collectively, the "Intangible Personal Property") to the extent the delivery of such, Intangible Personal Property is accepted, in writing by Optionee. 3. Option Period, Exercise of Option; Conditions Precedent. The Option shall commence on the date of issuance of the last Certificate of Occupancy or Notice of Completion for the Project and will remain in effect until 11:59 p.m., Los Angeles time, on the date that is forty-five (45) years following date of issuance of the last Certificate of Occupancy or Notice of Completion for the Project (the "Option Period"). Optionee may exercise the Option during the Option Period by delivering to Optionor an executed instrument substantially in the form attached to this Agreement and incorporated herein by reference as Exhibit C ("Option Exercise Notice"). 4. Purchase Price; Terms of Purchase. The purchase of the Parcel pursuant to the Option will be consummated pursuant to a commercially reasonable agreement in a form reasonably acceptable to Optionee and Optionor (the "Purchase and Sale Agreement") which Purchase and Sale Agreement shall contain the Optionee's commitment to operate the parking structure on the Parcel with 211 public parking spaces consistent with the Project, the Development Plan, and those development covenants, operating covenants and associated restrictions agreed to by the Parties therein and shall contain a covenant that the public parking spaces shall be maintained in perpetuity and said covenant shall be recorded prior to the City's transfer of the Parcel. The purchase price ("Purchase Price") for the Parcel shall be: 4.1. For the first fifteen years (15) from the issuance of last Certificate of Occupancy or Notice of Completion for the Project, the Developer shall have the option to purchase the City Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). 4.2. After fifteen (15) years from the issuance of last Certificate of Occupancy or Notice of Completion for the Project until forty-five (45) years have elapsed, Developer shall have the option to purchase the City's Parcel within the Parking Structure for the appraised value or Fifteen Million Dollars ($15,000,000) whichever is greater. 4.2.1. Sixty (60) days prior to any exercise of the option pursuant to Section 4.2 by Optionee, upon notice by Optionee thereof to Optionor (i) the Parties shall nominate and appoint a single appraiser, or, failing that, (ii) the Optionee and Optionor shall each nominate and appoint one appraiser. If two appraisers are appointed as provided in clause (ii) above, the two appraisers so appointed shall, within fifteen (15) days after the appointment of the second appraiser and before exchanging views as to the questions at issue, appoint a third appraiser and give written notice of such appointment to the Parties. In the event that a Party fails to appoint an appraiser within the twenty two (22) day period specified above, then the appraiser appointed by the other Party shall make the appraisal. If the two appraisers selected by the Parties shall fail to appoint or agree upon the third appraiser within the fifteen (15) day period specified above, then a third appraiser 2