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Q EXCLUSIVE NEGOTIATING AGREEMENT <br />Q3 <br />This EXCLUSIVE NEGOTIATING AGREEMENT ("Agreement") is made and entered <br />into as of RP91�_ 1Z , 2016 ("Effective Date"), by and between the City of Newport <br />Beach, a California charter city and municipal corporation ("City"), and Lab Holding, LLC, a <br />California limited liability company ("Lab Holding"). City and Lab Holding are sometimes <br />hereinafter individually referred to as a "Party" and collectively as the "Parties." <br />RECITALS: <br />The following Recitals are a substantive part of this Agreement and are incorporated <br />herein: <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. Pursuant to the Newport Beach Municipal Code and City Council Policy F-7, the <br />City conducted an analysis to determine the maximum or open market value of the property that <br />is the subject of this Agreement, using an appraisal by a reputable and independent professional <br />appraiser to determine the highest and best use of the property, and the highest value of the <br />property. <br />C. In seeking revenue equivalent to the open market value of the highest and best use <br />of the property, the City conducted an open bid or proposal process to ensure the highest <br />financial return on the property that is the subject of this Agreement. <br />D. City desires to sell to Lab Holding certain real property in need of design, <br />redevelopment, and improvements, which property consists of approximately 5,200 square feet <br />located at 707-709 East Balboa Boulevard in Newport Beach, California 92661 (A.P.N. 048-135- <br />02), and is depicted on Exhibit "A" attached hereto and incorporated herein ("Site"). <br />E. Lab Holding is an experienced firm in restoration of historic structures and <br />operating event/performance venues who has proposed the restoration and operation of the <br />Balboa Theater as a multi-purpose events/performance venue on the Site ("Proposal"). The <br />Proposal, which may be subject to refinement and modification as mutually agreed to by the <br />Parties during negotiations, is generally described in the Proposal Description attached hereto <br />and incorporated herein as Exhibit `B." <br />F. 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 Lab Holding 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 ("Definitive Agreement"). <br />