[EXHIBIT E TO GROUND LEASE] OPTION TO PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

Transcription

1 [EXHIBIT E TO GROUND LEASE] OPTION TO PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This Option to Purchase Agreement and Joint Escrow Instructions ( Agreement ) is made and entered into as of, 2015, by and between the CITY OF CITRUS HEIGHTS, a public body, corporate and politic ( Optionor ), and DIGNITY HEALTH MEDICAL FOUNDATION, a California nonprofit public benefit corporation ( Optionee ), and is based on the following recitals and agreements: A. Optionor owns certain real property in the City of Citrus Heights, County of Sacramento, State of California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference ( Property ). B. Optionor, as landlord, and CH MOB, LLC, a California limited liability company ( Developer ), as tenant, are parties to that certain Ground Lease ( Ground Lease ) of even date herewith for the Property. Optionee is also a party to the Ground Lease, but only as it relates to Optionee s rights to exercise the Option (as defined below). C. Developer, as landlord, and Optionee, as tenant, are parties to that certain Facility Lease Agreement ( Facility Lease ) of even date herewith for that certain medical building designed and constructed for the operation of outpatient services and other medical uses and other improvements located on the Property (collectively, the Premises ). D. Optionee desires an option to purchase the Property and Optionor is willing to grant to Optionee said option upon the terms and conditions set forth herein. E. Concurrently with the execution of this Agreement, Developer and Optionee will enter into an Option to Purchase Agreement and Joint Escrow Instructions of even date herewith ( Premises Option Purchase Agreement ) granting Optionee the option to purchase the Premises ( Premises Option ). It is the expectation of the parties that Optionee will exercise its Option pursuant to this Agreement and its Premises Option pursuant to the Premises Option Purchase Agreement, and on the expiration of the Ground Lease and Facility Lease, or later date as may be agreed to by the parties, acquire fee simple title to the Property and title to the Premises and Developer will convey the Premises and Optionor will convey the Property to Optionee in accordance with the terms herein, the Ground Lease, Facility Lease, and Premises Option Purchase Agreement. F. All capitalized terms used in this Agreement, but not specifically defined herein shall have the meanings set forth for the same in the Ground Lease. In consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. Recitals. The foregoing recitals are incorporated herein by this reference. { DOC; 1 / / OPT } 1

2 2. Grant and Term of Option. 2.1 Optionor does hereby grant to Optionee an option to purchase the Property ( Option ) upon the terms and conditions set forth herein. 2.2 The term of the Option commences on the Lease Commencement Date (as defined in the Ground Lease) and shall expire sixty (60) days after the Lease Expiration Date (as defined in the Ground Lease) ( Option Term ). This Option shall survive the Term of the Ground Lease. 2.3 If Optionee does not exercise the Option in accordance with the terms set forth herein, then Optionee shall have no further interest hereunder or in the Property, except for any interest in the Property which may survive under the Ground Lease. 3. Option Consideration. As consideration to Optionor for granting the Option, Optionee shall pay One Dollar ($1.00) ( Option Consideration ). Promptly following the delivery of a fully executed original of this Agreement to Escrow Holder, but no later than one (1) business day thereafter, Optionee shall deposit the Option Consideration with Escrow Holder. The Option Consideration shall not be refundable, regardless of whether the Option is exercised, except upon Optionor s material default of this Agreement, but shall be applied to the Purchase Price, if Optionee exercises the Option in a manner consistent with the terms of this Agreement. 4. Exercise of Option. 4.1 Provided Optionee is not in default under the Facility Lease, Optionee may exercise the Option by delivering to Optionor and Escrow Holder, at any time following the final payment of Base Rent for the Ground Lease and Base Rent for the Facility Lease in accordance with the Base Rent schedules set forth in the Ground Lease and Facility Lease, respectively (collectively, the Rent Payments ), but no later than the expiration of the Option Term, written notice of the exercise of the Option ( Exercise Notice ), which Exercise Notice shall state that Optionee is exercising the Option; provided, however, the Closing of the Option shall not occur until such time as all of the conditions precedent set forth in Section 7.4 are satisfied or waived, including without limitation, the full payment of the Rent Payments. No later than five (5) days after Optionee delivers the Exercise Notice to Optionor and Escrow Holder, Optionee and Optionor shall execute such additional documents or instructions as Escrow Holder (as defined below) shall require pursuant to Section 7.1 hereof. 5. Agreement to Buy and Sell. Subject to the terms and conditions set forth herein and concurrent with Optionee s exercise of the Option, Optionor hereby agrees to sell and convey to Optionee, and Optionee hereby agrees to acquire and purchase from Optionor, the Property. As used herein, the term Property shall include (i) the Property together with all appurtenances thereto, located thereon, together with (ii) all of Optionor s right, title, equity and interest, if any, in and to the following: (A) Optionor s mineral, oil, gas and other subsurface rights and projects, oil rights, water rights and water stock, if any, related to the Property, (B) any and all sewer rights allocated to the Property, (C) all rights of Optionor, if any, in and to any land lying in the bed of any street, road, avenue, or right-of-way in front of or adjoining the Property, { DOC; 1 / / OPT }2

3 and (D) all tenements, hereditaments, appurtenances, privileges, franchises and other rights and interests now or in the future benefiting or otherwise relating solely to the Property, including permits, licenses, easements, rights-of-way, and all development rights, if any. 6. Purchase Price. 6.1 Purchase Price. The purchase price ( Purchase Price ) for the Property shall be One Dollar ($1.00) payable at the Closing. 6.2 Payment of Purchase Price. At least one (1) business day prior to the Close of Escrow (as hereinafter defined), Optionee shall deposit with Fidelity National Title Company ( Escrow Holder ) (a) the sum of the Purchase Price, and (b) Optionee s escrow charges and other cash charges as set forth in Section 7.2 below. 7. Escrow and Closing. 7.1 Opening of Escrow. For purposes of this Agreement, the escrow shall be deemed opened on the date Escrow Holder shall have received from Optionee the Option Consideration and an original version of this Agreement from either Optionee or Optionor executed by Optionor and Optionee, and Escrow Holder has delivered to Optionor and Optionee its written acknowledgement to be bound by the terms of the escrow instructions contained herein, as provided for on the signature page of this Agreement. Escrow Holder shall promptly notify Optionee and Optionor, in writing, of the date escrow is opened ( Opening of Escrow ). In addition, Optionee and Optionor agree to execute, deliver and be bound by any reasonable and customary supplemental escrow instructions of Escrow Holder or other instruments as may reasonably be required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any conflict or inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. The Escrow Holder shall be responsible for preparing the settlement or closing statement, causing all documents to be recorded, disbursing all closing proceeds, and filing any other similar reporting form relating to the transactions contemplated by this Agreement. For the avoidance of doubt, the Escrow Holder is hereby designated the real estate reporting person for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation and any instructions or settlement statement prepared by the Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, the Escrow Holder shall file the Form 1099 information return and send the statement to Optionor as required under the aforementioned statute and regulation. 7.2 Escrow Fees and Other Charges. In connection with the Close of Escrow, (a) Optionor shall pay (i) 50% all Escrow Holder s fees, (ii) recording fees payable in connection with the recordation of the Grant Deed (as hereinafter defined) conveying the Property to Optionee and (iii) the documentary transfer taxes; and (b) Optionee shall pay (i) the cost of the Title Policy (as defined below), (ii) the costs of any endorsements Optionee may elect to obtain and (iii) 50% of all Escrow Holder s fees. { DOC; 1 / / OPT }3

4 7.3 Closing Date. Provided all conditions precedent as set forth in Section 7.4 below to the Close of Escrow have been satisfied (or waived in writing by the party for whose benefit the condition precedent exists), the Close of Escrow shall occur no earlier than the expiration of the Term, but no later than the expiration of the Option Term ( Closing Date ), unless the parties agree to an extension of such date. As used in this Agreement, the term Close of Escrow or Closing shall mean the date a Grant Deed, as provided in Section 7.5.2(a) ( Grant Deed ), for the Property is recorded in the Official Records of the County of Sacramento ( Official Records ). The Close of Escrow shall take place on the Closing Date at the offices of the Escrow Holder. 7.4 Conditions Precedent to Close of Escrow Conditions to Optionee s Obligations. The Close of Escrow and Optionee s obligation to purchase the Property are subject to the satisfaction of the following conditions or Optionee s written waiver, in its sole and absolute discretion, of such conditions on or before the Closing Date. If any such conditions are not satisfied on or before the Closing Date, Optionee may terminate this Agreement by written notice to Optionor and to Escrow Holder. (a) As of the Closing, Optionor shall have performed all of the material obligations required to be performed by Optionor under this Agreement and Ground Lease, and Optionor shall have received all Base Rent (as defined in the Ground Lease) due under the full Term of the Ground Lease; (b) The Title Company (as defined in Section 8 below) shall be irrevocably committed to issue to Optionee, simultaneously with the Close of Escrow, the Title Policy (defined in Section 9 below) covering the Property, subject only to the Permitted Exceptions (defined in Section 9 below); (c) From the date hereof until the Close of Escrow, there shall not have occurred any material adverse change in the physical condition of the Property not caused by Optionee; and (d) Optionor s warranties and representations set forth herein shall be true and correct in all material respects as of the Closing Date Conditions to Optionor s Obligations. The Close of Escrow and Optionor s obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions or Optionor s written waiver, in its sole and absolute discretion, of such conditions on or before the Closing Date. If any such conditions are not satisfied on or before the Closing Date, Optionor may terminate this Agreement by written notice to Optionee and to Escrow Holder, whereupon Escrow Holder shall return to Optionee any funds theretofore deposited. (a) As of the Closing, Optionee shall have performed all of the material obligations required to be performed by Optionee under this Agreement and the Facility Lease including payment by Optionee of all Rent (as defined in the Facility Lease) due under the full Initial Term (as defined in the Facility Lease) of the Facility Lease; and { DOC; 1 / / OPT }4

5 (b) Optionee s warranties and representations set forth herein shall be true and correct in all material respects as of the Closing Date. 7.5 Closing Documents. The parties shall deposit the following with Escrow Holder prior to the Close of Escrow: Optionee shall deposit: Consideration; (a) The balance due of the Purchase Price, less the Option Section 7.2; and (b) Optionee s escrow and other charges required pursuant to (c) A Preliminary Change of Ownership Statement in form suitable for filing with the tax collector for Sacramento County ( County ); provided, however, that the delivery of this instrument shall not be a condition precedent to the Close of Escrow or a default by Optionee Optionor shall deposit: (a) A Grant Deed in the form attached hereto as Exhibit B conveying fee title to the Property, executed by Optionor with Optionor s signature duly notarized; (b) An affidavit or qualifying statement, which satisfies the requirements of Paragraph 1445 of the Internal Revenue Code of 1986 as amended and the regulations thereunder ( Non-Foreign Affidavit ); C ); and (c) A Real Estate Withholding Certificate (Form 593-C) ( 593- (d) An assignment of any certificates, licenses, permits, governmental approvals or authorizations, contracts, warranties, or plans or specifications, pertaining to the Property Additional Documents. Optionor and Optionee shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to proceed to the Close of Escrow and consummate the sale of the Property, in accordance with the terms of this Agreement; provided, however, such other instruments do not increase or expand Optionor s or Optionee s obligations or liability under this Agreement. 7.6 Close of Escrow On the Close of Escrow, Escrow Holder shall (a) record the Grant Deed in the Official Records, (b) pay any transfer taxes, (c) deliver to Optionor the cash proceeds from the sale of the Property, less Optionor s escrow and cash charges, and (d) deliver { DOC; 1 / / OPT }5

6 to Optionee the Non-Foreign Affidavit, 593-C, and the Title Policy covering the Property and Premises subject only to the Permitted Exceptions Upon the Close of Escrow, Escrow Holder shall prorate using a 365-day fiscal year, the real property taxes and other ad valorem taxes on the Property (if any) for the current fiscal year and all installments of bonds, special taxes and assessments payable over time as of the Closing Date, based upon the most current real estate tax information available. Optionee acknowledges that following the Close of Escrow, Optionor may be obligated to pay to the applicable taxing authorities additional real property taxes, ad valorem taxes and/or other assessments on the Property that are attributable to periods following the Closing Date. Any bill for additional or supplemental property taxes, ad valorem taxes and or other assessments (collectively, the Supplemental Taxes ) on the Property that are issued after the Closing Date shall be prorated by Optionee and Optionor outside of escrow after the Closing Date, such that any Supplemental Taxes that accrue prior to the Closing Date shall be paid by Optionor, and any Supplemental Taxes that accrue after the Closing Date shall be paid by Optionee, but subject to the reimbursement by Optionor. Each party shall remit its pro rata share of any such Supplemental Taxes, as reasonably determined by Optionee, to the requesting party outside of escrow within ten (10) days after such party s receipt of a copy of the bill for such Supplemental Taxes from the requesting party. Notwithstanding the proration procedure described above, Optionor shall assume and shall pay all increases in taxes and assessments levied or assessed against any portion of the Property for the tax fiscal year in which the Closing Date occurred as the result of a change in ownership. This provision shall survive the Close of Escrow Upon the Close of Escrow, marketable title to and possession of the Property shall be conveyed and delivered to Optionee, subject only to the Permitted Exceptions, free and clear of any rights of parties in possession. 7.7 Failure to Close; Termination Failure to Close Without Default. If the Close of Escrow does not occur on or before the Closing Date for any reason other than Optionor s or Optionee s breach of or default of its respective obligations hereunder, or if this Agreement is terminated as otherwise set forth herein, then (a) Escrow Holder shall return any monies therefor deposited by Optionee to Optionee, and return to the depositor thereof any other funds or other materials then in Escrow Holder s possession, (b) the escrow shall be terminated and of no force and effect, (c) Optionee and Optionor shall each pay one-half of any escrow termination fees, (d) Optionor shall have no further obligation to sell to Optionee, and Optionee shall have no further obligation to purchase the Property, and (e) this Agreement shall terminate and the parties shall have no further obligations hereunder except as otherwise expressly provided in this Agreement Optionor s Default. If the sale of the Property is not consummated due to a default by Optionor hereunder, then Optionee shall have the right, in addition to all other remedies available to it at law or in equity, to seek specific performance of Optionor s obligations under this Agreement or commence an action for actual damages. { DOC; 1 / / OPT }6

7 7.7.3 Optionee s Default. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO A DEFAULT BY OPTIONEE HEREUNDER, THEN OPTIONOR SHALL RETAIN THE OPTION CONSIDERATION OF $1.00 AS LIQUIDATED DAMAGES ( LIQUIDATED DAMAGES ). SUCH LIQUIDATED DAMAGES SHALL BE OPTIONOR S SOLE AND EXCLUSIVE REMEDY HEREUNDER. OPTIONEE AND OPTIONOR AGREE IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE CASE OF OPTIONEE S DEFAULT, AND THAT THE LIQUIDATED DAMAGES ARE A REASONABLE ESTIMATE OF OPTIONOR S DAMAGES IN SUCH EVENT. IN THE EVENT OF A DEFAULT BY OPTIONEE AS AFORESAID, THE ESCROW HOLDER, UPON WRITTEN INSTRUCTIONS TO DO SO, SHALL IMMEDIATELY DISBURSE THE DEPOSIT TO OPTIONOR, AND SHALL CANCEL THE ESCROW CREATED PURSUANT HERETO, IN WHICH EVENT OPTIONOR AND OPTIONEE SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. RECEIPT OF OPTIONEE S LIQUIDATED DAMAGES SHALL BE OPTIONOR S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH BY OPTIONEE AS AFORESAID. OPTIONOR AND OPTIONEE ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Optionor s Initials: / / / Optionee s Initials: Escrow Fees on Default. If the failure to close is due to the default of one of the parties, the defaulting party shall bear the sole and full liability for paying any escrow cancellation fee. 8. Title Examination. Optionor has delivered to Optionee a preliminary title report, dated as of November 24, 2014 at 7:30 a.m., Title No D, ( Report ) issued by Fidelity National Title Company ( Title Company ) for the Property, together with copies (as provided by public records) of all exceptions set forth therein, which Report is hereby approved as to the Property by Optionee, except that Optionee (a) does not approve Exception Nos. ( Disapproved Exceptions ) and (b) requires that such Disapproved Exceptions be removed, bonded or endorsed over prior to the Closing Date. If the Option is exercised, Optionor and Optionee agree that in addition to the removal, bonding or endorsement of any of the Disapproved Exceptions, Optionor shall, or cause to, reconvey, remove or terminate, any mortgage, deed of trust, financing statement or other monetary lien or encumbrance created or incurred by Optionor affecting the Property which is not a Permitted Exception at Optionor s sole cost and expense, prior to or concurrently with the Close of Escrow. 9. Title Policy. As provided herein, it is the intent of the parties that if Optionee exercises the Option it shall concurrently exercise the Premises Option. It shall be a condition to Optionee s obligations hereunder that, on the Closing Date, the Title Company be prepared and committed to issue to Optionee an ALTA Owner s Policy of Title Insurance ( Title Policy ) pursuant to the Report covering the Property and Premises in the amount of the market value of the Property and Premises as such value shall be reasonably determined by Optionee, { DOC; 1 / / OPT }7

8 showing fee title vested in Optionee, subject only to (i) a lien to secure payment of taxes, not delinquent, (ii) matters affecting the condition of title created by or with the consent of Optionee or as a result of Optionee s (or any party with authority to act on behalf of Optionee) acts or omissions, and (iii) those title matters approved by Optionee pursuant to Section 8 above (all of the foregoing hereinafter referred to as the Permitted Exceptions ). 10. Representations and Warranties. Optionee and Optionor hereby represent and warrant to each other as follows: 10.1 Each has the legal power, right and authority to enter into this Agreement and the instruments referenced to in this Agreement, and to consummate the transactions contemplated hereby All requisite action (corporate, trust, partnership or otherwise) has been taken by each party in connection with the entering into of this Agreement, the instruments referenced herein, and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, authority or other party is required The individuals executing this Agreement and the instruments referenced herein on behalf of each party have the legal power, right, and actual authority to bind that party to the terms and conditions hereof and thereof This Agreement and all documents required hereby to be executed by each party are and shall be valid, legally binding obligations of and enforceable against the other party in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. 11. Time Is of the Essence. Time shall be of the essence as to all dates and times of performance contained herein. 12. Memorandum of Option. Concurrently with the mutual execution of this Agreement, the parties agree that a memorandum of this Agreement shall be recorded in the Official Records, in the form of Exhibit C attached hereto and incorporated herein by this reference. 13. Notices. All notices, demands, requests, and exercises under this Agreement by either party shall be (i) hand-delivered, or (ii) sent by overnight courier, or (iii) sent by United States mail, registered or certified, postage prepaid, addressed to the other party as follows: To Optionor: City of Citrus Heights Citrus Heights, California 9 Attention:, City Manager Telephone: ( ) - Facsimile: ( ) - { DOC; 1 / / OPT }8

9 With a copy to: [ ] [ ] [ ] Telephone: ( ) - Facsimile: ( ) - To Optionee: With a copy to: Dignity Health Medical Foundation 185 Berry Street, Suite 300 San Francisco, California Attention: Vice President Corporate Real Estate Dignity Health Medical Foundation 3033 N. Third Avenue, 3 rd Floor Phoenix, Arizona Attention: Legal Department Notices are deemed given when actually received, and not when mailed, at the respective address herein designated for notice purposes. Such address may be changed by giving notice in the manner prescribed. 14. Assignment of Option. Optionor shall not have the right, without Optionee s consent, to assign any or all of its right, title and interest in and to this Agreement. Optionee shall have the right, without the consent of Optionor, to assign all of its right, title and interest in and to this Agreement to any of the following entity(ies): (i) an Affiliate of Optionee; (ii) any successor corporation or other entity or alliance resulting from merger or consolidation with Optionee; (iii) a physician or group of physicians admitted to practice at any hospital owned by Optionee, Dignity Health, a California nonprofit public benefit corporation ( Dignity Health ) or any Affiliate of Optionee or Dignity Health; (iv) a nonprofit organization; or (v) a governmental agency. Affiliate means any parent or subsidiary of Optionee or any entity which, directly or indirectly, controls, is controlled by or is under common control with Optionee. For purposes of this provision, control shall mean 49% or more of the equity interest or membership interest in an entity. Except as provided herein, any attempt by Optionor or Optionee to assign or transfer any of its rights or responsibilities hereunder without the other party s written consent shall be void. 15. Choice of Law. The parties intend that this Agreement and all of its terms and provisions shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the State of California. 16. Waiver. The waiver by either party of the performance of any covenant, condition, or promise under this Agreement shall not invalidate this Agreement; neither shall it be considered a waiver of any other covenant, condition or promise. The waiver by either party of the time or performing any act shall not constitute a waiver of the time for performing any other act or any identical act required to be performed at a later time. The exercise of any remedy provided in this agreement shall not be a waiver of any remedy provided by law, and the { DOC; 1 / / OPT }9

10 provision in this Agreement for any remedy shall not exclude any other remedy unless it is expressly excluded. 17. Entire Agreement. This Agreement, together with all the exhibits thereto and the Ground Lease, contains the entire agreement between the parties respecting the acquisition by Optionee of the Property and supersedes all prior agreements between the parties respecting such matters. [Remainder of page intentionally left blank.] { DOC; 1 / / OPT }10

11 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the day and year first above written. Optionee: Optionor: Dignity Health Medical Foundation, a California nonprofit public benefit corporation City of Citrus Heights, a public body, corporate and politic By: Name: Its: By: Name: Its: [Signatures continue on following page.] { DOC; 1 / / OPT } 11

12 Escrow Holder: ESCROW HOLDER, by its execution below, hereby accepts (as of the date first above written) the foregoing Agreement and agrees to act as Escrow Holder under this Agreement in strict accordance with its terms. Fidelity National Title Company, a California corporation By: Name: Its: { DOC; 1 / / OPT } 12

13 EXHIBIT A Legal Description PARCEL ONE: ALL THAT PORTION OF PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 61 OF PARCEL MAPS, PAGE 36, OFFICIAL RECORDS OF SACRAMENTO COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT IN THE WESTERLY LINE OF SAID PARCEL 2 FROM WHICH POINT THE SOUTHWEST CORNER OF SAID PARCEL 2 BEARS ALONG SAID WESTERLY LINE SOUTH 01 00' 49" EAST FEET DISTANT; THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY, NORTHERLY AND EASTERLY LINES OF PARCEL 2 THE FOLLOWING FOUR (4) COURSES: (1) NORTH 01 00' 49" WEST FEET; (2) NORTH 89 14' 13" EAST FEET, (3) SOUTH 01 00' 49" EAST FEET AND (4) ALONG THE ARC OF A CURVE TO THE RIGHT, CONCAVE WESTERLY, HAVING A RADIUS OF FEET THROUGH A CENTRAL ANGLE OF 15 16' 29", SUBTENDED BY A CHORD BEARING SOUTH 06 37' 24" WEST, FEET; THENCE SOUTH 88 59' 11" WEST FEET TO THE POINT OF BEGINNING. APN: PARCEL TWO: ALL OF PARCEL 1 TOGETHER WITH ALL THAT PORTION OF PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 61 OF PARCEL MAPS, PAGE 36, OFFICIAL RECORDS OF SACRAMENTO COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE FROM SAID POINT OF BEGINNING, ALONG THE WESTERLY LINE OF SAID PARCELS 1 AND 2 NORTH 01 DEGREES 00 MINUTES 49 SECONDS WEST FEET; THENCE LEAVING SAID WESTERLY LINE NORTH 88 DEGREES 59 MINUTES 11 SECONDS EAST FEET TO A POINT IN THE EASTERLY LINE OF SAID PARCEL 2; THENCE ALONG THE EASTERLY LINE OF SAID PARCELS 1 AND 2 AND ALONG THE SOUTHERLY LINE OF SAID PARCEL 1 THE FOLLOWING SEVEN (7) COURSES: (1) ALONG THE ARC OF A CURVE TO THE RIGHT CONCAVE WESTERLY, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 04 DEGREES 24 MINUTES 21 SECONDS, SUBTENDED BY A CHORD BEARING SOUTH 16 DEGREES 27 MINUTES 49 SECONDS WEST FEET; (2) ALONG THE ARC OF A CURVE TO THE LEFT, CONCAVE EASTERLY, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 18 DEGREES 52 MINUTES 30 SECONDS, SUBTENDED BY A CHORD BEARING SOUTH 09 DEGREES 13 MINUTES 43 SECONDS WEST FEET; (3) SOUTH 00 DEGREES 12 MINUTES 34 SECONDS EAST FEET; (4) ALONG THE ARC OF A CURVE TO THE RIGHT, CONCAVE WESTERLY HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 23 DEGREES 53 MINUTES 46 SECONDS SUBTENDED BY A CHORD BEARING SOUTH 11 DEGREES 44 MINUTES 17 SECONDS WEST FEET; (5) ALONG THE ARC OF A CURVE TO THE LEFT, CONCAVE EASTERLY, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 24 DEGREES 31 MINUTES 16 SECONDS, SUBTENDED BY A CHORD BEARING SOUTH 11 DEGREES 25 MINUTES 30 SECONDS WEST FEET; (6) SOUTH 00 DEGREES 50 MINUTES 09 SECONDS EAST FEET AND (7) SOUTH 89 DEGREES 09 MINUTES 01 SECONDS WEST FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION AS CONVEYED BY DEED TO THE CITY OF CITRUS HEIGHTS RECORDED, AUGUST 13, 2001 IN BOOK PAGE APN: { DOC; 1 / / OPT } EXHIBIT A

14 EXHIBIT B Grant Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Manatt, Phelps & Phillips, LLP West Olympic Boulevard Los Angeles, CA Attn: Robert M. Eller, Esq. MAIL TAX STATEMENTS TO: Dignity Health Medical Foundation [ ] [ ] Attn: [ ] APN: , -055 (Space Above This Line For Recorder s Use Only) GRANT DEED THE UNDERSIGNED GRANTOR(S) DECLARE(s): DOCUMENTARY TRANSFER TAX is: $[ ] CITY TRANSFER TAX IS $[ ] [ ] computed on full value of property conveyed, or [ ] computed on full value less value of liens or encumbrances remaining at time of sale. [ ] Unincorporated area of [ ] City of Citrus Heights, California (Signature of Declarant or Agent determining Tax, Firm Name) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Citrus Heights, a public body, corporate and politic ( Grantor ), hereby GRANTS to: Dignity Health Medical Foundation, a California nonprofit public benefit corporation ( Grantee ), all of Grantor s right, title and interest in and to the real property located in the City of Citrus Heights, County of Sacramento, State of California, and more particularly described on Exhibit A attached hereto and incorporated herein by reference ( Property ), together with all improvements thereon and all the estate and rights of Grantor in and to any mineral rights, easements, rights, privileges, appurtenances and other hereditaments appurtenant to the Property. [Signature On Next Page.] { DOC; 1 / / OPT } EXHIBIT B

15 Signature Page of Grant Deed IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed as of the day of [ ], 20[ ]. GRANTOR : City of Citrus Heights, a public body, corporate and politic By: Name: Title: (Acknowledgment on following page.) { DOC; 1 / / OPT }EXHIBIT B

16 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) { DOC; 1 / / OPT } EXHIBIT B

17 EXHIBIT A TO GRANT DEED Description of Property PARCEL ONE: ALL THAT PORTION OF PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 61 OF PARCEL MAPS, PAGE 36, OFFICIAL RECORDS OF SACRAMENTO COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT IN THE WESTERLY LINE OF SAID PARCEL 2 FROM WHICH POINT THE SOUTHWEST CORNER OF SAID PARCEL 2 BEARS ALONG SAID WESTERLY LINE SOUTH 01 00' 49" EAST FEET DISTANT; THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY, NORTHERLY AND EASTERLY LINES OF PARCEL 2 THE FOLLOWING FOUR (4) COURSES: (1) NORTH 01 00' 49" WEST FEET; (2) NORTH 89 14' 13" EAST FEET, (3) SOUTH 01 00' 49" EAST FEET AND (4) ALONG THE ARC OF A CURVE TO THE RIGHT, CONCAVE WESTERLY, HAVING A RADIUS OF FEET THROUGH A CENTRAL ANGLE OF 15 16' 29", SUBTENDED BY A CHORD BEARING SOUTH 06 37' 24" WEST, FEET; THENCE SOUTH 88 59' 11" WEST FEET TO THE POINT OF BEGINNING. APN: PARCEL TWO: ALL OF PARCEL 1 TOGETHER WITH ALL THAT PORTION OF PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 61 OF PARCEL MAPS, PAGE 36, OFFICIAL RECORDS OF SACRAMENTO COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE FROM SAID POINT OF BEGINNING, ALONG THE WESTERLY LINE OF SAID PARCELS 1 AND 2 NORTH 01 DEGREES 00 MINUTES 49 SECONDS WEST FEET; THENCE LEAVING SAID WESTERLY LINE NORTH 88 DEGREES 59 MINUTES 11 SECONDS EAST FEET TO A POINT IN THE EASTERLY LINE OF SAID PARCEL 2; THENCE ALONG THE EASTERLY LINE OF SAID PARCELS 1 AND 2 AND ALONG THE SOUTHERLY LINE OF SAID PARCEL 1 THE FOLLOWING SEVEN (7) COURSES: (1) ALONG THE ARC OF A CURVE TO THE RIGHT CONCAVE WESTERLY, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 04 DEGREES 24 MINUTES 21 SECONDS, SUBTENDED BY A CHORD BEARING SOUTH 16 DEGREES 27 MINUTES 49 SECONDS WEST FEET; (2) ALONG THE ARC OF A CURVE TO THE LEFT, CONCAVE EASTERLY, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 18 DEGREES 52 MINUTES 30 SECONDS, SUBTENDED BY A CHORD BEARING SOUTH 09 DEGREES 13 MINUTES 43 SECONDS WEST FEET; (3) SOUTH 00 DEGREES 12 MINUTES 34 SECONDS EAST FEET; (4) ALONG THE ARC OF A CURVE TO THE RIGHT, CONCAVE WESTERLY HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 23 DEGREES 53 MINUTES 46 SECONDS SUBTENDED BY A CHORD BEARING SOUTH 11 DEGREES 44 MINUTES 17 SECONDS WEST FEET; (5) ALONG THE ARC OF A CURVE TO THE LEFT, CONCAVE EASTERLY, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 24 DEGREES 31 MINUTES 16 SECONDS, SUBTENDED BY A CHORD BEARING SOUTH 11 DEGREES 25 MINUTES 30 SECONDS WEST FEET; (6) { DOC; 1 / / OPT }EXHIBIT B

18 SOUTH 00 DEGREES 50 MINUTES 09 SECONDS EAST FEET AND (7) SOUTH 89 DEGREES 09 MINUTES 01 SECONDS WEST FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION AS CONVEYED BY DEED TO THE CITY OF CITRUS HEIGHTS RECORDED, AUGUST 13, 2001 IN BOOK PAGE APN: { DOC; 1 / / OPT }EXHIBIT B

19 EXHIBIT C Memorandum of Option Recording Requested By and When Recorded Mail To: Manatt, Phelps & Phillips, LLP W. Olympic Blvd. Los Angeles, CA Attn: Robert M. Eller, Esq. MEMORANDUM OF OPTION Above Space for Recorder s Use Only This Memorandum of Option (the Memorandum ) is made as of, 2015, by CITY OF CITRUS HEIGHTS, a public body, corporate and politic ( CITY ) and DIGNITY HEALTH MEDICAL FOUNDATION, a California nonprofit public benefit corporation ( DIGNITY HEALTH FOUNDATION ). 1. City, as landlord, and CH MOB, LLC, a California limited liability company ( Developer ), as tenant, are parties to that certain Ground Lease of even date herewith ( Ground Lease ) for that certain real property located in the City of Citrus Heights, County of Sacramento, State of California (the Property ), and more particularly described on the attached Exhibit A, incorporated by reference herein. Dignity Health Foundation is also a party to the Ground Lease, but only as to those provisions related to the Option (defined below). 2. Concurrently with the execution of the Ground Lease, City and Dignity Health Foundation have executed an Option to Purchase Agreement and Joint Escrow Instructions (the Agreement ) of even date herewith, by which City has granted to Dignity Health Foundation an exclusive option to purchase the Property ( Option ). The term of the Option commences on the Lease Commencement Date (as defined in the Ground Lease) and expires sixty (60) days after the Lease Expiration Date (as defined in the Ground Lease), unless such Option is previously exercised by Dignity Health Foundation. This Option survives the Term of the Ground Lease. 3. The Agreement contains many provisions relating to the respective rights of City and Dignity Health Foundation as more particularly described in the Agreement. For further information relating to the Option, reference is made to the Agreement itself. In the event of any inconsistency between the Agreement and this Memorandum, the Agreement shall control. Nothing contained herein shall be deemed to amend or modify in any way the terms or provisions of the Agreement. This Memorandum is being recorded for notice purposes only. { DOC; 1 / / OPT } EXHIBIT C

20 4. All provisions of the Agreement are incorporated by reference herein. 5. This Memorandum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. (Remainder of page intentionally left blank.) { DOC; 1 / / OPT }EXHIBIT C

21 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Memorandum as of the date set forth in the first paragraph above. CITY OF CITRUS HEIGHTS, a public body, corporate and politic DIGNITY HEALTH MEDICAL FOUNDATION, a California nonprofit public benefit corporation By: Name: By: Name: Title: (Notary acknowledgments on next page) Title: { DOC; 1 / / OPT } EXHIBIT C

22 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) { DOC; 1 / / OPT } EXHIBIT C

23 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) { DOC; 1 / / OPT } EXHIBIT C