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INSURANCIa ON FU A- 2015 -243 <br />WORK MAY PHOCELN <br />UN1'IL INSURANCE EXPIHFQ <br />CLERK OF COUNCIL. <br />DATE <br />a 2'01a <br />rr^^ PURCHASE OPTION AGREEMENT 7—q NRy <br />"J THIS PURCHASE OPTION AGREEMENT (this "Agreement "), made as of Deeenibor- <br />t , 2016 (the "Effective Date "), by and between the City of Santa Ana, a public body, <br />corporate and politic ( "Optionor "), and St. Joseph Health System, a California nonprofit public <br />benefit corporation ( "Optionee "). As used herein, Optionee and Optionor may be referred to <br />collectively as the "Parties ", and each individually as a "Party." <br />RECITALS <br />A. Optionor is the fee simple owner of that certain land consisting of approximately 1.01 <br />acres, located at 205 West Civic Center Drive, Santa Ana, California described in <br />Exhibit A attached to this Agreement and incorporated into this Agreement in its entirety <br />by this reference (the "Land "). <br />B. The Parties entered into that certain Exclusive Right to Negotiate Agreement, dated <br />September 17, 2014, as amended, regarding the Property (as defined below). <br />C. The Property is in need of Remediation Work (as defined below). <br />D. Optionor is commencing the Remediation Work which is anticipated to be completed on <br />or before December 31, 2016. <br />E. Optionee has proposed the development of the Property as multipurpose wellness center, <br />(the "Project "). <br />F. The development of the Project on the Property will be of benefit to Optionor and <br />community by reducing blight, increasing the economic viability of the community, and <br />providing needed health and community services to the residents of Santa Ana, <br />California. <br />G. Optionee desires to acquire and Optionor desires to grant to Optionee the sole and <br />exclusive right to purchase, without being obligated to purchase, the Property (as defined <br />below), subject to the terms of this Agreement. <br />AGREEMENT <br />NOW THEREFORE, in consideration of Ten and no /100 Dollars ($10.00) (the "Option <br />Fee "), the mutual covenants and agreements herein contained, and other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby <br />agree as follows: <br />1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are <br />incorporated into this Agreement in their entirety by this reference. <br />2. Grant of Option. Optionor hereby grants to Optionee the sole and exclusive right to <br />purchase, upon the terms and conditions set forth in this Agreement (the "Option "), the <br />following property (collectively, the "Property"): (a) the Land, together with all improvements <br />( "Improvements "), as such improvements may be altered in connection with the Remediation <br />Work (as defined below). located thereon (collectively, the "Real Property "); (b) all of <br />Optionor's right, title and interest in all tangible personal property owned by Optionor located <br />upon, attached to, or necessary for the operation of the Real Property (collectively, the <br />"Tangible Personal Property "), to the extent the delivery of such Tangible Personal Property is <br />accepted, in writing by Optionee; and (c) all of Optionor's right, title and interest in all intangible <br />51528687.9 <br />