Item 17 - Public Hearing - Purchase and Sale Agreement for 1901 W. Walnut Street

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(2) Right of First Offer: Before Buyer offers the Property for sale to any third party or on the open market, Buyer shall first offer the Property for sale back to Seller in writing upon all terms and conditions which Buyer is willing to offer to any third person or on the open market ("Notice"). Seller shall notify the Buyer of its acceptance of the offer to purchase set forth in the Notice, less a credit for the repayment of the Economic Development Subsidy ($178,000), within sixty (60) days after delivery of the Notice ("Deadline Date"). If Seller fails to notify Buyer of its acceptance to re -purchase the Property by the Deadline Date, Seller's right of first offer shall be deemed to have automatically and without further notice expired and Buyer shall thereafter have the right to offer the Property to any third person or on the open market on terms and conditions stated in the Notice (or on terms which are better, but not worse, for the Buyer). If Buyer does not consummate a sale of the Property on the terms and conditions set forth in the Offer (or on terms which are better, but not worse, for Buyer) within sixty (60) days of after the Deadline Date, this right of first offer shall revive. If, however, Buyer consummates the sale of the Property to a Third Party within said sixty (60) days after the Deadline Date, this right of first offer shall thereupon automatically without further notice terminate. (3) Economic Development Subsidy Lien: In the event Buyer consummates a sale of the Property to a party other than Seller/City, in accordance with the Right of First Offer detailed above, within thirty (30) years following the Close of Escrow (the "Subsidy Recapture Period"), Buyer shall be required to re -pay the Economic Development Subsidy ($178,000) to Seller upon the completion of such sale. Upon expiration of the Subsidy Recapture Period, the Economic Development Subsidy shall be deemed fully vested and no repayment obligation shall apply to any sale of the Property to a party other than Seller/City occurring thereafter. If Buyer fails to timely re -pay the Economic Development Subsidy upon sale of the Property during the Subsidy Recapture Period, Seller shall have the right to record a lien against the Property in accordance with this Micro -Farm Covenant. (4) City Use Rights: Seller shall have the right to use the Property once per quarter for City events, without any "use" fee or other similar charges, for a period of five (5) years after the date of recording of this Micro -Farm Covenant. Thereafter, Seller can use the Property for City events under the terms of Buyer's Space Use Agreement, which includes a minimum fee. Seller and Buyer will work cooperatively to plan City events, upon mutually agreed upon dates between the Parties. The City shall pay for all costs and expenses associated with City events, including clean-up and damages. Buyer may request that Seller sign a license agreement, or other similar agreement, with reasonable terms, concerning City events. (5) Prohibition on Assignment or Transfe: Buyer shall not assign or transfer (including an assignment by operation of law or lease) Buyer's interest in the Property, or any portion thereof (hereinafter referred to collectively as "Transfer") without the written consent of Grantor, which consent will not be unreasonably withheld, conditioned, or delayed, for a period of thirty (30) years from the date of recording of this Micro -Farm Covenant. Buyer's failure to obtain Seller's written consent to a Transfer shall render such Transfer void. Existing uses at the Micro -Farm are consented to and allowed to continue, including urban farming, cooperative businesses, cafe and craft artisanry, without further consent. 3.10.2 The Micro -Farm Covenant shall contain various covenants running with the land including, 1) a commitment that Buyer will continue to operate the Property and -7-