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Project as a micro -farm for a period of at least thirty (30) years; 2) a Right of First Offer to Seller <br />in the event Buyer desires to sell the Property; 3) in the event Buyer sells the Property to a third <br />party during the Subsidy Recapture Period, Seller has the right to repayment of the Economic <br />Development Subsidy; 4) Seller's right to use the Property for City events, and 5) a prohibition on <br />assignment or transfer of the micro -farm. If Buyer breaches any of the covenants running with the <br />land contained in the Micro -Farm Covenant, Buyer shall be in default under this Agreement. THE <br />PARTIES HAVE AGREED THAT IF BUYER BREACHES THE COVENANTS <br />RUNNING WITH THE LAND IN THE MICRO -FARM COVENANT, THE CITY AND <br />ITS RESIDENTS WILL LOSE THE PROJECT BENEFITS THAT WERE DULY <br />CONSIDERED WHEN THE CITY GRANTED BUYER THE ECONOMIC <br />DEVELOPMENT SUBSIDY. AS SUCH, IT WOULD BE EXTREMELY DIFFICULT AND <br />IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE <br />AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT <br />OF THE FAILURE OF BUYER TO COMPLY WITH THE MICRO -FARM COVENANT. <br />THEREFORE, THE PARTIES HAVE AGREED THAT THE REASONABLE ESTIMATE <br />OF SAID DAMAGES IF BUYER BREACHES THE MICRO -FARM COVENANT SHALL <br />BE AN AMOUNT EQUAL TO $178,000 THE AMOUNT OF THE ECONOMIC <br />DEVELOPMENT SUBSIDY SELLER HAS GRANTED TO BUYER PLUS INTEREST AT <br />2%, CALCULATED ANNUALLY, TO ACCOUNT FOR THE TIME VALUE OF MONEY <br />("LIQUIDATED DAMAGES"). BUYER'S PAYMENT OF LIQUIDATED DAMAGES <br />SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S DEFAULT. <br />THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED <br />DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE <br />MEANING OF CALIFORNIA CODE SECTIONS 3275 OR 3369. <br />Initials: A& <br />Seller Buyer <br />3.11 Recordation and Delivery of Documents. No later than the business day <br />immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow <br />the following documents (with the documents that are to be recorded in the following order and <br />delivered as provided below): <br />3.11.1 Micro -Farm Covenant. One (1) fully executed and acknowledged <br />copy of the Micro -Farm Covenant conveying the Property to Buyer. Conformed copies of the <br />recorded Micro -Farm Covenant shall be returned to Buyer and Seller as soon as possible. <br />3.11.2 Grant Deed. One (1) fully executed and acknowledged copy of the <br />Grant Deed conveying the Property to Buyer. Conformed copies of the recorded Grant Deed shall <br />be returned to Buyer and Seller as soon as possible. <br />3.11.3 Withholding Exemption Certificates. One (1) completed and <br />executed copy of the following: Non -foreign Transferor Declaration; Preliminary Change in <br />Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board <br />Form 593 and any other applicable state tax withholding forms, as applicable. <br />-8- <br />