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EXCLUSIVE NEGOTIATING AGREEMENT This Exclusive Negotiating Agreement ("ENA") is entered into as of ( MAL Jo , 2016 ("Effective Date") by and between The YMCA of Silicon Valley, a California non-profit corporation; ("YMCA-SV") and the City of Redwood City, a charter city and municipal corporation ("City") (hereinafter "Party" or, collectively, "Parties"), to describe the terms and conditions of the negotiation period whereby the Parties will work in good faith to establish the details related to and associated with the joint development of an approximate Four (4) acre portion of Red Morton Park, owned by the City, as more particularly described and shown in Exhibit A ("Property"). RECITALS A. To meet the current and future community needs, City and YMCA-SV seek a partnership to build a recreational and wellness complex at the Property to provide (i) an approximate 65,000 square foot City recreation facility including a new Veterans Memorial Senior Center ("City Facilities"), (ii) new YMCA recreation and wellness facilities totaling approximately 60,000 square feet ("YMCA-SV Facilities"), and (iii) common areas which would include surface and structured parking consisting of approximately 162 and 270 spaces, respectively, breezeways, walkways and other pedestrian areas, landscaping and internal ingress/egress roadways ("Common Areas") (collectively, the "Project"). B. YMCA-SV and City entered into a certain Letter of Intent ("L01") dated January 7, 2015. The LOI outlined high-level Project details as well as outstanding issues which required further discussion and agreement related to the joint development of the Project. C. The purpose of this ENA is to set forth the procedures and standards for the negotiation of a prospective YMCA-SV and City partnership that would establish (i) the development of Project as it moves through the predevelopment, entitlement, design, and construction processes, (ii) sharing of Project costs/expenses (or be reimbursed, as the case may be), and (iii) parameters by which future legal arrangements could be structured for the mutual benefit of the Parties. Notwithstanding the above, this ENA does not obligate the City to approve any Project or convey the Property, or any portion thereof, to YMCA-SV, nor does it grant either Party the right to develop the Project on the Property. AGREEMENT Now therefore, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Incorporation of Recitals. The Recitals set forth above, and all defined terms set forth in such Recitals and in the introductory section preceding the Recitals, are hereby incorporated into this Agreement as though set forth in full. 2. Term. The Term shall commence on the Effective Date, and shall terminate Thirty Six (36) months thereafter ("Term"), unless extended as provided herein. Provided the Parties have made substantial progress in their negotiation, the Term may be extended upon the mutual written agreement ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT REV: 07-18-16 VR Page 1 of 12