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e. Notice of Abandonment. Ifthe City fails todeliver aNotice ofExercise mConsent 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of the Recorder of Alameda County,a notice of abandonment,which shall declare that the provisions of the Option are no longer applicable to the Property.If the City fails horecord onotice ofabandonment, the sole remedy of Owner shall be to obtain a judicial order instructing prompt recordation ofsuch anotice. f. Liquidated Damages. In the event the City chooses not to exercise its Option and no qualified Owner is 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 orrecoupment whatsoever. |fthe Owner should sell the Property otmarket 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 of the Property by the City;postponement of tax revenues therefrom to the community;and the failure of the City toeffect its purposes and objectives within a reasonable time, resulting in additional immeasurable damage and loss hothe City and the community. Uioimpractical and extremely difficult hmfix the amount ofsuch damages to the City,but the Parties are ofthe 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 000penalty. |nthe event that this section nhnu|dbeha|dhobevoidhnronyreaounby000udof law,the City shall be entitled to seek the full extent of damages otherwise provided by law. The Owner and the City specificallyliquidated damages provision bytheir signatures here: City: Chris A@ta,City Manager by: Jeff Kay, Assistant City Manager Owner: Fatimatou Fall 7. Right to Reinstatement. If the Option Event isthe recordation ofanotice of default,then the City shall be deemed to be 0wneha successor in interest under California Civil Coda Section 2924n (or successor section) solely for purposes of reinstatement m[any mortgage onthe Property that has led h/the recordation of the notice ufdefault. AaOwner's deemed successor in interest,the City shall be entitled to pay all amounts of principal, interest,taxes,assessments,homeowners'association fees, insurance premiums,advances,costs,attorneys'fees and expenses required to cure the default. |fthe City exercises the Option, then any and all amounts paid by the City pursuant to this Section shall be treated as Adjustments to the Base Resale Price for the Property,uedefined inSection 12,below. 8. Inspection of Property. After receiving a Notice of Intent to transfer or delivering a Notice of Exercise,the City shall beentitled hoinspect the Property one or more times prior to the close of escrow to determine the amount of any Adjustments to 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 ufthe inspection. The inspection shall boconducted between the hours nf8:00o.m.and 6:UO p.m.,Monday through Friiday,excluding court holidays,unless the parties mutually agree in writing to another date and time. Owner shall make the Property available for inspection on the date and at the time specified in the 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 tothe close ofescrow,the City shall deposit the Adjusted Resale Price oodefined inSection i2below 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 toeffectuate the close m|escrow and transfer uf the Property to the City. 10. . Prior boclose ofescrow,Owner shall cause the removal of all exceptions to title to the Property that were recorded after the date of this Agreement. All amounts required tobodeposited into escrow by the City shall be applied first to the payment of any and all liens and encumbrances recorded against the Property inorder oflien priority,and thereafter to the payment o(escrow fees and closing costs. Any amounts remaining after the amounts deposited 783OiG'1 4