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,~xCLUSIVE RIGHT TO NEGOTIATE WITH THE REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE 1.0 PARTIES AND DATE THIS AGREEMENT is made on this ~ day of February, 1997, between the Redevelop- ment Agency of the City of Riverside, a public agency, created and authorized to transact business pursuant to the California Health and Safety Code (the "Agency"), having its office at 3737 Main Street, Suite 800, Riverside, California 92501; Sanborn Theaters, Inc., a California Corporation ("Sanborn"), having its principal offices at 13 Corporate Plaza Drive, Newport Beach, California 92660, and Mediaplex of Riverside, LLC, a California Limited Liability Corporation (the "Developer"), having its principal offices at 3685 Main Street, Suite 220, Riverside, California 92501-2838. 2.0 RECITALS 2.1 The Project In furtherance of the objectives of the Community Redevelopment Law, the Agency has undertaken a program for the clearance, reconstruction, development and rehabilitation of blighted areas in the City, and is engaged in carrying out a redevelopment project known as the Downtown/Airport Industrial Merged Redevelopment Project (hereinafter called "Project Area") over an area of the City referred to as the Project Area. The Redevelopment Plan for the Project Area was adopted by the Riverside City Council by Ordinance No. 3872 on December 12, 1972, and amended by Ordinance No. 4108 on May 7, 1974, Ordinance No. 4246 on November 18, 1975, Ordinance No. 5238 on November 27, 1984, Ordinance No. 5872 on September 25, 1990 and by Ordinance 6190 on December 20, 1994. 2.2 Developer's and Sanborn's Proposal The Developer desires to purchase and develop portions of certain real property within the Project Area. The Developer and Sanborn desire to negotiate a contract ("Owner Participation Agreement," hereinafter referred to as the "OPA") with the Agency concerning the Agency's possible provision of assistance to the Developer and Sanborn. This assistance may include, ~vithout guarantee, a land write down, marketing assistance and fast-tracking of plans and permits. 3.0 TERMS 3.1 Negotiation 3.1.1 Good Faith Negotiations Agency, Developer, and Sanborn agree, for the period set forth below, to negotiate in good faith the terms and conditions of an OPA for consideration by Agency, Developer, and Sanborn concerning certain real property (the "Site") located within the Project Area. The Site is shown on the Site Map (Exhibit I attached hereto and incorporated herein by this reference). The Developer has control of approximately one-half of the Site which is comprised of four (4) legal parcels (Parcels I & 2 in Exhibit l). The remaining two (2) parcels (Parcels 3 & 4 in