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 71 of 82 F Financing Plan approved by the City pursuant to the Purchase Agreement, and all City-approved extensions, modifications and renewals thereof. Security Financing Interest shall refer to any one of the Security Financing Interests. (o) "Security Financing Interest Holder" means the holder, or beneficiary, of any Security Financing Interest. (p) "Substantial Completion" or “Substantially Complete” has the meaning given in the Purchase Agreement. (q) "Term" shall mean the period of time during which the Option may be exercised, as set forth in Section 3 below. 2. Grant of Option. In consideration for the amount of One Dollar ($1.00) the receipt of which is hereby acknowledged, and for other good and valuable consideration, including, but not limited to right to acquire and develop certain real property provided by the City to the Owner, pursuant to the Purchase Agreement, the receipt of which is also acknowledged, the Owner grants to the City the Option. The Option consists of the option to purchase the Property, including all improvements located thereon (if any), for the consideration and under the terms and conditions set forth in this Agreement. 3. Term of Option. The Term shall be for a period commencing as of the Effective Date, and ending upon the date that the Owner obtains, or otherwise causes, Substantial Completion of all of the Replacement Housing Units on the Property. 4. Exercise of Option. The City may only exercise the Option, during the Term, upon a default by Owner in its obligation to Substantially Complete construction of the Replacement Housing Units by the Replacement Unit Completion Date as required by Section 13.1 of the Purchase Agreement, and following the expiration of the applicable cure period under Section 14 of the Purchase Agreement, regarding the Owner's failure to timely complete the construction of the Replacement Housing Units. In the event of such default, then the Option may be exercised, in the sole discretion of the City, by giving written notice to the Owner of the City's exercise of the Option (the "Option Notice"). The Option Notice shall be in addition to any other notices required to be delivered by the City to the Owner pursuant to Section 14 of the Purchase Agreement regarding a default or potential defaults by the Owner in its obligation to Substantially Complete construction of the Replacement Housing Units by the Replacement Unit Completion Date as required by Section 13.1 of the Purchase Agreement. 5. Purchase of the Property. (a) Purchase Price. On the date specified in the Option Notice (which shall not be earlier than fifteen (15) days after the date of the Option Notice), the Owner shall sell, and the City shall acquire, the Property for One Dollar ($1.00). (b) Execution of Grant Deed, Delivery of Documents. As soon as practicable, but in no event later than the date specified in the Option Notice for the purchase and sale of the Property, upon the delivery of the Purchase Price by the City, the Owner shall execute the Grant Deed, and such other documents reasonably requested by the City to evidence the purchase and