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City Dr�ft <br /> 6128/13 <br /> specifying the event of Default attributable to the Developer and the lapse of the applicable cure <br /> periods as specified in Section 7.9.1 of this Agreernent triggering the City's exercise of its <br /> Option to Purchase. <br /> 7.9.3 To exe�rcise it� Option to Purchase the Szte,the City shall, within sixty <br /> {60) days following the expira�ion of the cure period, as established by the Second Option to <br /> Purchase Notice, pay to the Develaper in casb an amount equal to: <br /> (a) T'he actual casts (including purchase price and escrow closing <br /> costs) incurred by the DeveZoper to acquire the Developer Property; plus <br /> (b) The cash Purchase Price far the City Property, less the amount <br /> held back under the Environmental Holdback Agreement, paid by the Developer; plus <br /> (c) The costs actually incurred by the Developer for on-site labor <br /> and rnaterials for the construction o� the Project, at the time of the purchase, exclusive of <br /> amounts financed; p�u�, <br /> (d} The casts actual�y incurred by the Developer for the <br /> preparation of Projact-related architectural and engineering plans, environmental studies or other <br /> Project-related materials, but if and only to the extent that City uses any such materials; plus <br /> {e) Any amounts disbursed by the holder of any mortgage, deed of <br /> trust or other s�curity instnunent permitted by this Agreement to the ex#ent not already includeci <br /> in Sections 7.9.2(a}-(d), above; less <br /> (fl Any gaans or income withdrawn or made by tk�e Developer <br /> from the Site ar the impravements thereon; and less <br /> (g) The amount of liens on the Site and any unpaid assessments <br /> against the Site, or applicable portion thereof, assurned by the City. <br /> City agrees that it shall cansider and execute any documents as may be reasonably <br /> requested by a lender to rnodify or clas�ify the provisions of this Option ta Purcbase. <br /> 7.9.4 Grant Deed. Upon the City's exercise of its Option to Purchase <br /> pursuant to this Section 7.4 (including the payment and delivery of a11 amouxrts due to Developer <br /> as set forth in Section 7.9.2), the Developer or its successors or assigns shall convey fee title to <br /> the Site, or applicable portion thereof, and all improvements on or to the Site, or applicable <br /> portion thereof, to the City by grant deed, in accordance with Civil Code Section 1109, as such <br /> code section may hereafter, frorn time to tame, be amended, renumbered, replaced or substituted. <br /> Such conveyance shall be duly acknowledged by the Developer and a notary in a manner <br /> suitable for recordation. The City may enforce its r�ghts pursuant to this Section 7.9 by means of <br /> an injunc�ive relief or forfeiture of title ac�ion�led in any court of cornpetent jurisdiction. <br /> 82483.0000917571312.10 54 <br />