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- - as the stay blifted mthe injunction&dissolved and the City has been given written notice thereof,at which time the period for delivery ufoConsent toTransfer mNotice ofExercise shall again begin to run. u Notice of Abandonment. |fthe City fails todeliver aNotice ofExercise nrConsent toTransfer within the above-stated time periods,then the Option shall terminate and have no further force and effect. Thereafter,upon request byOwner, the City shall cause to be filed for recordation in the Office of the Recorder of Alameda County,a notice of abandonment,which shall declare that the provisions ofthe Option are nolonger applicable to the Property.|(the City fails torecord anotice ofabandonment, the sole remedy ufOwner shall botoobtain ajudicial order instructing prompt recordation ufsuch onotice. - L Liquidated Damages. |nthe event the City chooses not toexercise its Option and noqualified Owner iu found willing and able to purchase the Property,the City shall retain or recover from Owner the surplus,if any,as its property without any deduction,offset orremupmentwhatsoever. |fthe Owner should sell the Property o(market rate toanOwner who shall receive title free and clear of the provisions of this Agreement,then the damages suffered by the City by reason thereof would be uncertain. Such damages would involve the replacement costs for another affordable unit,and the expenses of continuing the ownership and control o(the Property bythe City;postponement o[tax revenues therefrom to the community;and the failure ofthe City toeffect its purposes and objectives within o reasonable time, resulting in additional immeasurable damage and |oux to the City and the - community. |tiuimpractical and extremely difficult tofix the amount ufsuch damages tothe City,but the Parties are o[the opinion, upon the basis of all information available to them,that such damages would exceed the amount of any projected surplus as the total ofall liquidated damages and not asopenalty. |nthe event that this section should baheld tohevoid for any reason byacourt d |a*\the City ohoU be entitled to seek the full extent ofdamages otherwise provided by law. . The Owner and the City specifically acknowledge this liquidated damages provision by their signatures here: ~�lC-KV�� wt �C/� \ Q�: . _- __ _. � =~ ~� - , Chris Zapata,City Manager Owner: Chuong Tan Ma Tienlhuy Bui 7. Right to Reinstatement. If the Option Event is the recordation of a notice of default,then the City shall be deemed to be O*me/y successor in interest under California Civil Code Section 2924u (or successor section) solely for purposes of reinstatement of any mortgage on the Property that has led to the recordation of the notice of default. AaOwners deemed successor in interest,the City shall be entitled to pay all amounts of principal,interest,taxes,assessments,homeowners'association fees, insurance premiums,advances,*omts,attorneys'fees and expenses required to cure the default, If the City exercises the Option, then any and all amounts paid bythe City pursuant to this Section shall betreated aoAdjustments hothe Base Resale Price for the Property,asdefined inSection i2.below. - 8. Inspection of Prope . After receiving oNotice nf Intent totransfer ordelivering eNotice o(Exercise,the City shall hnentitled toinspect the Property one ormore times prior to the close ufescrow todetermine the amount ofany Adjustments(u the Base Resale Price. Before inspecting the Property,the City shall give Owner not less than forty-eight(48)hours written notice of the date,time and expected duration ofthe inspection. The inspection shall bnconducted between the hours ufQ:00a.m.and S:08 p.m.,Monday through Friday,excluding court holidays,unless the parties mutually agree in writing to another date and time. Owner shall make the Property available for inspection unthe date and otthe time specified inthe City's request for inspection. 0. Escrow. Promptly after delivering a Notice of Exercise,the City shall open an escrow account for its purchase of the Property. Close of escrow shall take place on such date which is the later to occur of the following,(a)sixty(60)days after a Notice of Exercise has been delivered,or(b)ten(10)days after Owner has performed all acts and executed all documents required for close ofescrow. Prior to the close of escrow,the City shall deposit the Adjusted Resale Price as defined in Section 12 below and all escrow fees and closing costs to be paid by City. Closing costs and title insurance shall be paid pursuant to the custom and practice inthe County of Alameda at the time of the opening of escrow,or as may otherwise be provided by mutual agreement. Owner agrees to perform all acts and execute all documents reasonably necessary to effectuate the close nfescrow and transfer uf the Property tothe City, - 783U18-1 4