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6 <br /> AGREEMENT TO NEGOTIATE EXCLUSIVELY <br /> This Exclusive Negotiating Agreement (the"Agreement") is entered into this <br /> day of , 2006, by and between the CITY OF EVERETT, a <br /> Washington municipal corporation("Everett")and ARTSPACE PROJECTS, INC. a <br /> Minnesota nonprofit corporation("Artspace") in the terms and provisions set forth below. <br /> I. Recitals <br /> WHEREAS, in furtherance of the objectives of Everett for redevelopment of certain real <br /> property owned by Everett located at 2919 Hoyt Ave., 2919 Hoyt Ave., Lots 6 through <br /> 12, Block 682, Plat of Everett, according to the plat thereof recorded in Volume 3 of <br /> Hats, page 32,records of Snohomish County, Washington ("Site"),Everett passed a <br /> resolution on April 26, 2006, authorizing Everett's Mayor to negotiate a ground lease for <br /> a term up to 100 years. Incorporated hereto is a Map of the Site, attached as Exhibit A; <br /> and <br /> WHEREAS, the purpose of this Agreement is; (i)to provide a definitive time period <br /> during which Artspace will have the exclusive right to negotiate with Everett for the lease <br /> and development of the Site; and (ii)to enable Everett and Artspace to negotiate the final <br /> terms and provisions of the documents necessary for the lease and development of the <br /> Site. <br /> II. Terms <br /> Now, therefore, EVERETT AND ARTSPACE HEREBY AGREE AS FOLLOWS: <br /> A. Negotiations <br /> 1. Good Faith Negotiations <br /> Everett and Artspace, acknowledging that time is of the essence, agree for <br /> the Negotiation Period set forth below to negotiate diligently and in good faith to prepare <br /> a Ground Lease to be considered for execution between the Everett and Artspace with <br /> respect to the lease and development of the Site. Everett agrees, for the Negotiation <br /> Period, not to negotiate with any other person or entity regarding the sale,lease or <br /> development of the Site or any portion thereof. Nothing in this Agreement shall prevent <br /> or constrain Everett from continuing Everett's current use of the Site and its currently <br /> existing improvments during the Negotiation Period. <br /> 2. Duration of This Agreement <br /> The duration of this Agreement(the"Negotiation Period") shall be one <br /> year from the date of execution of the Agreement by Everett. If upon expiration of the <br /> Negotiation Period, Artspace and Everett have not executed a Ground Lease,then this <br />