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pPTION AGREEMENT DATE: Effecti~e as of Iune 9, 1997 FROM: Marion Couaty TO: Salem Area Msss Transit Districc REGTTALS ("Effective Date") ("Owner") (" Optionee" ) Pursuant to that Agreement Of Purchase And Sale And Joint EscroW Instructions between Owner as Seller and Grante~ as Purchaser Owner sold to Optionee an undivided 42% intErest in the real property described as BLOCK 5, Salem, Marion County, Oregon. ~he parties contemplate a joint development oa the t+eal property for a ttansic mall and govemment offices. The Optionee's interest in the real propeny is ceferred w hettiin as the "PropeRS'-" Pursuant to the Agrcement Of Purchase•And Sale And Joint Escrow Instructions, Owner has agreed to granc Optionce an exclusive option to resell the Property to Owner, atid the parties desire to evtdertce thcir agreement regazding th~ option. The pareies therefore agree as follows: AGREEMENr Section 1. Grant of Option Pursuant to that Agreemeat Of Purchase And Sale And Joint Escrow Instructions between Owner as Seller and Cnant~e as Putchas~r. OwnoT, for and in consideration of the sum of ~$1.00 paid to Owner by Optianee in cash and other good and vsluable consideration, receipt of which is aclmowledged by Owner, grants to _Optionce the sole and exclusive option to sell the Property to Owner in the maaner and for the pricc stated in this Agreementi Section 2. Option Tecrns 2.1 Term. The iniaal ternt of the Opaon {the "Initiai Term") shall commence on June 9, 1997 (the "Effective Dat,e") and shall canfinue antil the completion of the improvements on the real property in accordance with the Development Agreeaient beta-een the pacties. 2.2 Exercise of Optioo. This option may only be exercised in the event that the devolopmont contemplated by the parties is abandot~ed, u not commenced in a timely manner or in the event that tha consttuction of the uupravements is commenctd but thereafter all work on the site stops for more than 60 consecutive days due to an nnschedaled delay or interNption or in,the event of the termination for any reason of the Developmeat AgreemenL This oprion shall be exercised, if at all~ by written nouce (the °Exercise Notice°} glven tiy Opt~onee to Owner az any tirae during the initial Term provided that such node~ is given on or aft~r Der~mber 6, 1997, which notice shall state that Optionea has electsd to txereise thi,s option. This aption may be exercised only u+ith respect to tha entirety of the Ptopetty, and nothiag contained herein shall be constnted as requiring Owner to purchase less than all of tho Properry p+usaant to this option. Upon• exercise of this optton, Seller shall be obligated to pnr~hase the Pcoperty from OPtionee, and Owaer shall be obligaced to sell the Property to Optionee, for the price and in the manner herein set forch. Section 3. Purchase Price 3.1 Purchase Price. The purchase ptice for the Property (the "Purchase Price") shall be : . equal to $2,231,880.00. • 3.2 Payment of Parchase Price. 'i'he pnrchase price for che Propeny shall be paid in cash at closing. Option Agreeinent Page - 1