Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 28 of 82 If for any reason Buyer fails to Substantially Complete the construction of the Replacement Housing Units within the earlier of (i) 48 months from the issuance of the demolition permit for the Property provided however, that this time period shall be shortened to 36 months from issuance of the demolition permit for the Property if prior to the Closing the United States Department of Housing and Urban Development ("HUD") requires the Replacement Housing Units be complete within 36 months in order for Seller to retain all or a portion of the Purchase Price; or (ii) 60 months from Final Subdivision Map recordation for the Development("Replacement Unit Completion Date"), Buyer shall, at Buyer’s election, either: (a) pay to Seller monthly, on the first day of each month, for every month that the Replacement Housing Units are not Substantially Complete, Three Hundred Thirty Thousand Dollars ($330,000) which amount shall be non- refundable ("Delay Damages") or (b) if the housing units on Parcels A or D have been completed, record the Affordable Housing Restriction for the Replacement Housing Units at Parcels A or D and provide such Replacement Housing Units at Parcel A or D provided the City approves the designated Replacement Housing Units at Parcel A or D, which Replacement Housing Units would be in addition to any other required affordable units on Parcels A and D. Delay Damages shall be limited to the total construction cost for the Replacement Housing Units as determined by the per unit construction costs shown in the approved Building F Financing Plan, as increased each year by the increase in the Engineering News Record Cost of Construction Index from the date of the approval of the Building F Financing Plan and the date that Delay Damages are first owed to Seller. 13.2. Letter of Credit/Guaranty. Notwithstanding the provisions of Section 13.1, in the event that Buyer fails to Substantially Complete the Replacement Housing Units by the Replacement Unit Completion Date, the City may draw on the Letter of Credit and call the Guaranty to the extent needed to pay the construction costs of Substantially Completing the Replacement Housing Units, provided, however, if the City draws on the Letter of Credit and calls the Guaranty, Buyer shall no longer be obligated to pay the Delay Damages. 13.3. Option to Purchase Parcel F. If Buyer fails to Substantially Complete the Replacement Housing Units by the Replacement Unit Completion Date, Seller may exercise its option to acquire Parcel F under the Option to Purchase. 14. DEFAULT. 14.1. Default By Buyer. In the event that the Escrow and this transaction fail to close solely as a result of the default of Buyer in the performance of any of its obligation under this Agreement, Seller's sole remedy shall be retention of Four Hundred Thousand Dollars ($400,000) of the Deposit ("Liquidated Damages") as liquidated damages and not as a penalty, it being acknowledged by Buyer and Seller that in such event Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller of the Liquidated Damages and return to Buyer of the remainder of the Deposit, neither Seller nor Buyer shall have any further rights or obligations hereunder except that Buyer and Seller shall remain obligated with respect to the