RecDoc 2022-010590 County Land Swap 1580 Maple St.

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NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Option Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, County and City hereby agree as follows: AGREEMENT 1. Grant of Option to Lease. Subject to the terms and conditions of this Option Agreement, City hereby grants to County the exclusive right and option (the "Option") to lease the Remainder Parcel, for a period of sixty-five (65) years. County's agreement to enter into the Exchange Agreement and consummate the transactions described therein constitute adequate consideration for City granting the Option. 2. OORtion Term. Subject to extension as provided below, the term of the Option ("Option Term") shall be five (5) years commencing upon the Option Agreement Date and expiring at 11:59 p.m. on the fifth (5th) anniversary of the Option Agreement Date, unless earlier terminated by City as provided in Paragraph 3 below; provided, if the expiration date falls on a non -business day (as defined below), it shall be extended to the next following business day. 3. Termination for City Project. At any time before County exercises the Option, City may terminate this Agreement and the County's Option by written notice to County ("Option Termination Notice") that City intends to develop or cause development of a supportive housing or other affordable housing project on the Remainder Parcel ("City Project"). However, if by the date that is five (5) years after City's Option Termination Notice, City fails to either (a) award a contract for construction of a supportive housing or other affordable housing project on the Remainder Parcel, or (b) convey a fee or long term ground leasehold interest in the Remainder Parcel to a non-profit affordable housing developer selected by City for the purpose of developing affordable or supportive housing, then upon County's written request City and County shall enter a new option agreement providing County with a new five (5) year option to ground lease the Remainder Parcel on the same terms as set forth in this Option Agreement. 4. Exercise of Option. The Option shall be exercisable by County in its sole and absolute discretion at any time during the Option Term, and shall be exercised, if at all, by delivery to City within the Option Term of written notice ("Exercise Notice") of County's exercise of the Option. If the Option is not exercised as provided herein on or before expiration of the Option Term, then the Option shall lapse and be of no further force or effect. 5. Ground Lease. (a) Preparation of Ground Lease. Within one hundred twenty (120) days following delivery of the Exercise Notice, City and County shall cooperate in good faith to prepare and enter into a ground lease for the Remainder Parcel containing the material terms described in Exhibit C attached hereto and incorporated herein by reference ("Ground Lease"). The Ground Lease shall be subject to approval by the City Council of City and the Board of Supervisors of County. REV: 01-21-2022 SK ATTY/AGR.2022,010.6/City- County Land Swap (Page 2 of 14)