THRIVE SANTA ANA, INC. (7) - Laserfiche WebLink

Home Browse Search

Project as a micro-farm for a period of at least thirty(30)years; 2) a Right of First Offer to Seller in the event Buyer desires to sell the Property; 3) in the event Buyer sells the Property to a third party during the Subsidy Recapture Period, Seller has the right to repayment of the Economic Development Subsidy;4) Seller's right to use the Property for City events;and 5)a prohibition on assignment or transfer of the micro-farm. If Buyer breaches any of the covenants running with the land contained in the Micro-Farm Covenant,Buyer shall be in default under this Agreement. THE PARTIES HAVE AGREED THAT IF BUYER BREACHES THE COVENANTS RUNNING WITH THE LAND IN THE MICRO-FARM COVENANT, THE CITY AND ITS RESIDENTS WILL LOSE THE PROJECT BENEFITS THAT WERE DULY CONSIDERED WHEN THE CITY GRANTED BUYER THE ECONOMIC DEVELOPMENT SUBSIDY.AS SUCH,IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF THE FAILURE OF BUYER TO COMPLY WITH THE MICRO-FARM COVENANT. THEREFORE,THE PARTIES HAVE AGREED THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IF BUYER BREACHES THE MICRO-FARM COVENANT SHALL BE AN AMOUNT EQUAL TO S178,000 THE AMOUNT OF THE ECONOMIC DEVELOPMENT SUBSIDY SELLER HAS GRANTED TO BUYER PLUS INTEREST AT 2%,CALCULATED ANNUALLY,TO ACCOUNT FOR THE TIME VALUE OF MONEY ("LIQUIDATED DAMAGES"). BUYER'S PAYMENT OF LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S DEFAULT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CODE SECTIONS 3275 OR 3369. Initials: i/! Seller Buyer 3.11 Recordation and Delivery of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 3.11.1 Micro-Farm Covenant. One (1) fully executed and acknowledged copy of the Micro-Farm Covenant conveying the Property to Buyer. Conformed copies of the recorded Micro-Farm Covenant shall be returned to Buyer and Seller as soon as possible. 3.11.2 Grant Deed. One (1)fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 3.11.3 Withholding Exemption Certificates. One (1)completed and executed copy of the following: Non-foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable. -8-