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A-2020-265-06 CITY OF SANTA ANA PUBLIC IMPROVEMENT LOAN AGREEMENT WITH CARIBOU INDUSTRIES, INC. &'LPA(\) (Downtown Hotel and Mixed -Use: Residential and Retail/Commercial Project (/tf6.vr.M. f YWAV)m At 3rd and Broadway) cw This Public Improvement Loan Agreement (the "Agreement") is entered into as of co December 6, 2022, by and between the City of Santa Ana, a California charter city in the County a of Orange of the State of California (the "City"), and Caribou Industries, Inc. a Nevada 1c.'s Corporation (referred herein as "Caribou" or the "Borrower") (collectively, City and Caribou are LZ referred to as the "Parties"), with reference to the following facts: RECITALS A. The City owns that certain real property generally located at 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in the legal description(s) attached to this Agreement as Exhibit "A" and depicted on the Parcel Map attached hereto as Exhibit "B" (the "Property"), B. City and Caribou have entered into a Disposition and Development Agreement dated October 5, 2020, for reference purposes only, (the "DDA") wherein the Parties agreed City would convey the Property to Caribou for the development of the Property with a Mixed Use Project including 171 residential apartment units, commercial (including retail and food/bevorage establishments), a seventy-five (75) room Hotel Project and rooftop amenities ancillary to the residential and hotel uses, and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces (the "Project'). C. Pursuant to the DDA, the City shall remain the owner of "Parcel A' as shown on the Parcel Map which contains 211 public parking spaces ("Public Parking Parcel"). D. Pursuant to the DDA, Borrower shall be the owner of the Mixed Use Project which contains 196 parking spaces shown as "Parcel B" on the Parcel Map_(the "Mixed Use Parking"). E, Pursuant to the DDA, Borrower shall be the owner of the Hotel Project which contains eighty-three (83) parking spaces, of which, 37 spaces are located in the Parking Structure, shown as "Parcel C" on the Parcel Map (the "Hotel Parking" which together with the Mixed Use Parking may be referred to together as "Developer Parking Parcels"). R The Public Parking Parcel and the Developer Parking Parcels may be referred to together as the "Parking Structure". G. On November 17, 2020, the City Council adopted the following resolutions approving the development of the Project (together, the "Project Approvals"): Resolution No. 2020-088 approving an addendum to the Environmental hmpact Report for the Transit Zoning Code Project (SCH No. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the DDA; Resolution No. 2020-089 approving Density Bonus Agreement No. 2020-01 and Site Plan Review No. 2020-01 as conditioned for a New 55394.00049\40884170.6