AgdaPkt 2016-06-27 Closed and Joint SA PFA

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ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT REV: 06-20-16 VR Page 2 of 12 there is not substantial progress in their negotiation, the Parties may, with City Council approval, mutually agree to additional extensions. If a Project has not been approved by City, as more particularly defined in Section 5.d., below, and agreements have not been executed by City and YMCA-SV by the expiration of the Term (as the Term may have been extended pursuant to this Section), then this ENA shall terminate, and neither Party shall have any further rights or obligations under this Agreement except such rights and obligations that expressly survive termination. 3. Exclusive Negotiation and CEQA Review. The Parties shall use their best efforts to exclusively negotiate the details of and pursue the Project. The Parties will work to enter into future legal agreements including a Ground Lease, Development Agreement, Right of Access Agreement, Operating Agreement, and Right of First Offer, as more particularly described in Section 5 (Future Legal Agreements), below. However, no such agreements or approvals shall occur until CEQA review is completed. This ENA should not be construed to forego the study of meaningful alternatives to the Project, including the option of “not to proceed.” Despite the foregoing, this ENA does not impose a binding obligation on City to convey any portion of, or interest in, the Property to YMCA-SV, nor does it obligate City to grant any approvals or authorizations required for the Project. This ENA is entered into to further define the Parties’ commitment to pursue the proposed Project, as well as to facilitate third party financial resources. The ENA does not commit the City to: approving any City Project Approval, as more particularly defined in Section 5.d., below; act as a guide for the review by any City Board, Committee or Commission; nor commit financial assistance from the Parties to the Project prior to completion of the California Environmental Quality Act (“CEQA”) review. Without limiting the generality of the foregoing, YMCA-SV expressly acknowledges that any negotiations undertaken pursuant to this ENA shall result in future agreements only if those agreements are approved by the City Council following compliance with all applicable notice and hearing requirements and compliance with all other requirements of law, including without limitation CEQA. 4. Predevelopment and Entitlement Process for a Phased Master Plan. Concurrent with the CEQA Review, YMCA-SV and City will work jointly on the predevelopment and entitlement of the Project, including public approvals and the community outreach process associated with development review, permits and the Project Approval, as more particularly defined in Section 5.d., below, for a master plan for the Project. The Parties will equally share in the approval and payment of design costs associated with the Master Architect (defined below) and the master planning process, in general. In order to effectively negotiate and navigate the Predevelopment and Entitlement Process, the Parties establish the following structure: a. Planning Oversight and Management Team. The City Manager and the YMCA-SV CEO, or their designated representative shall be responsible for management and oversight of all aspects of the Project including, but not limited to: (a) designating the composition of other Project teams, including, but not limited to, Design, Communications, and Fundraising teams listed below; (b) periodic Project progress reviews including work plans, processes and timelines; (c) periodic review of Project teams (as necessary), budgets and, as needed, review of Project 6.1.B. - Page 6