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THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this "Agreement") is <br />entered into effective as of , 2008 ("Effective Date") by and between the City <br />of San Leandro, a municipal corporation ("City") and Cal Coast Development, LLC, a Delaware <br />limited liability company ("Developer"). City and Developer are hereinafter collectively <br />referred to as the "Parties." <br />WHEREAS, the City seeks development of the City-owned property consisting of <br />approximately 40 acres located within the City limits in the Shoreline-Marina area and more <br />particularly described in Exhibit A attached hereto and incorporated herein (the "Site"); <br />WHEREAS, the City's General Plan calls for the development of the Shoreline-Marina <br />area with uses that are compatible with the area's recreational character and which will enhance <br />its appeal as a destination for East Bay residents and visitors, including such identified uses as <br />hotels, restaurants, and a conference center/meeting facility; <br />WHEREAS, Developer submitted a timely response to the City's Request for <br />Qualifications seeking a developer with experience in shoreline development and public private <br />partnerships to develop at the Site ahigh-quality hotel, restaurants, public amenities and possibly <br />residential, office and water-oriented commercial uses (the "Project"); <br />WHEREAS, at its meeting of June 16, 2008, the City Council of the City of San Leandro <br />("City Council") directed staff to pursue negotiations with Developer regarding Developer's <br />proposed development of the Project on the Site, and authorized City staff to prepare an <br />agreement granting Developer exclusive rights to negotiate for the purpose of reaching <br />agreement on terms and conditions for development of the Project; and <br />V6'HEREAS, Developer anticipates expending significant funds to conduct certain studies <br />that will be needed to assess the feasibility of the Project. <br />NOW THEREFORE, in consideration of the mutual covenants and agreements <br />hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledged, the Parties agree as follows: <br />1. Good Faith Efforts to Ne otg iate. The Parties shall use their best efforts to successfully <br />negotiate an agreement that will describe the terms and conditions governing development of the <br />Project on the Site. The Parties shall diligently and in good faith pursue such negotiations. <br />Furthermore, the Parties shall use their best efforts to obtain any third-party consent, <br />authorization, approval, or exemption required in connection with the transactions contemplated <br />hereby. This Agreement does not impose a binding obligation on City to convey any portion of <br />or interest in the Site to Developer, nor does it obligate City to grant any approvals or <br />authorizations required for the Project. Without limiting the generality of the foregoing, <br />Developer expressly acknowledges that any agreement resulting from the negotiations <br />contemplated hereby shall become effective only if the agreement is approved by the City <br />Council following compliance with all applicable notice and hearing requirements and <br />1145383-5 2 <br />