GRIFFIN REALTY CORPORATION, A CALIFORNIA CORPORATION

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INITIAL TERM OR (3) BREACH ANY OBLIGATION OF THIS AGREEMENT, THE DAMAGES TO THE DEVELOPER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN DUE TO FLUCTUATION OF MARKET CONDITIONS AND THE INABILITY TO ASCERTAIN LOST OPPORTUNITY COSTS, AND THAT THEREFORE, THE SUMS SET FORTH ABOVE ARE A REASONABLE ESTIMATE OF THE DAMAGES TO THE DEVELOPER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT AND ANY AGREEMENT, THE LAND USE ENTITLEMENTS AND NEGOTIATIONS FOR PURCHASE OF OTHER PROPERTY IN THE DISTRICT, IF ANY OTHER COSTS INCURRED IN CONNECTION HEREWITH, AND LOST OPPORTUNITY COSTS OF THE DEVELOPER. DEVELOPER AGREES THAT IT SHALL. BE ENTITLED ONLY TO THE PRECEDING LIQUIDATED DAMAGES AS ITS SOLE REMEDY. Developer's Initials 14. No Development Commitment Made. A. By its execution of this Agreement, the Agency is not committing itself to or agreeing to undertake: (a) financing, acquisition or disposition of the development; or (b) any other acts or activities requiring the subsequent independent exercise of discretion by the Agency, the City or any agency or department thereof, and the Developer has no reasonable expectation that such commitments will be made in the future. The parties recognize that one or more of the conditions to the Developer's development proposal to formulated during the negotiating period may fail to be met as a result of negotiations, subsequent studies, reviews and proceedings involving the exercise of discretion by the Agency, the City or any agency or department thereof. This Agreement does not constitute a disposition of property by the Agency or the City and does not require a public hearing. Execution of this Agreement by the Agency is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the Agency and the City as to any Disposition and Development Agreement and all permits, approvals, decisions and/or proceedings in connection therewith. 15. Non-Assignability/No Removals or Substitutions The make-up of the Developer is a critical element of the Agency's willingness to enter into this Agreement. Therefore any attempted partial or full assignment, or the removal of either principal member from the Developer shall be a material breach by the Developer entitling the Agency to terminate this Agreement. Likewise, no person or entity shall become a principal of the Developer without the written consent of the Agency Board of Directors, as determined in their sole and absolute discretion. The Developer intends to form a limited liability company or similar entity for the purposes of carrying out this Agreement as well as enter into the