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EXCLUSIVE NEGOTIATING AGREEMENT <br />) <br />This EXCLUSIVE NEGOTIATING AGREEMENT ("Agreement") is made and entered <br />into to be effective as of Mb -W I , 2016 ("Effective Date"), by and between the City of <br />Q Newport Beach, a California charter city and municipal corporation ("City"), and Jaynes <br />Ulcickas, an individual, and Richard Staunton, an individual (together hereinafter `Bluewater"). <br />City and Bluewater are sometimes hereinafter individually referred to as a "Party" and <br />collectively as the "Parties." <br />RECITALS: <br />The following Recitals are a substantive part of this Agreement: <br />A. City is a municipal corporation duly organized and validly existing under the laws <br />of the State of California with the power to carry on its business as it is now being conducted <br />under the statutes of the State of California and the Charter of the City. <br />B. City desires to lease to Bluewater certain real property in need of design, <br />redevelopment, and improvements, which property consists of approximately 4,055 square feet <br />located at 1 Newport Pier in Newport Beach, California 92663, and is depicted on Exhibit "A" <br />attached hereto and incorporated herein ("Site"). <br />C. Bluewater is an experienced restaurant group who has proposed a retail restaurant <br />on the Site ("Proposal"). The Proposal, which may be subject to refinement and modification as <br />mutually agreed to by the Parties during negotiations, is generally described in the Proposal <br />Description attached hereto and incorporated herein as Exhibit `B." <br />D. The Parties desire to enter into this Agreement to establish a period during which <br />they will cooperate to explore the feasibility of developing the Proposal on the Site and during <br />which time Bluewater shall have the exclusive right to negotiate with City with respect to the <br />terms of an agreement or agreements to provide for the Proposal (herein, "Definitive <br />Agreement"). <br />COVENANTS: <br />Based upon the foregoing Recitals, which are incorporated herein by this reference, and <br />for good and valuable consideration, the receipt and sufficiency of which is acknowledged by <br />both Parties, City and Bluewater agree as follows: <br />1. Good Faith Negotiations. During the entire Negotiation Period (defined in <br />Section 2), City and Bluewater shall negotiate in good faith pursuant to the terms set forth herein <br />to achieve the objectives and accomplish the tasks described in this Agreement. Nothing herein <br />shall be deemed a covenant, promise, or commitment by either Party to approve or enter into a <br />Definitive Agreement with the other Party on any particular terms or conditions. The Parties' <br />approval and execution of this Agreement is merely an agreement with respect to certain tasks <br />preliminary to the execution of the Definitive Agreement and an agreement to enter into a period <br />