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Facilities would be constructed, for annual rent of $1/year. b. Development Agreement. The Parties will seek to vest the entitlement rights beyond the normal permit period and to set forth specific terms concerning the phased construction of the Project through negotiation and approval of a Development Agreement. c. Right of Access Agreement. To authorize agents of YMCA-SV to access the Property for the purpose of conducting physical and environmental inspections of the Property in connection with the design development and construction of Project, the Parties intend to negotiate a Right of Access Agreement. d. Operating Agreement. The Parties will negotiate an agreement to control the ongoing operation of the Project in the event it is built, with the following general terms: i. Operational Team. Established to plan and oversee all joint programs and services following the opening of the Project. Tasks might include periodic review of separate accounting for billings associated with CAM expenses including utilities (water, electric and cable), landscaping, parking, security, maintenance, and surveillance, paving, sidewalks; exterior lighting; garbage/recycling. In addition, they would have the responsibility for annual Project performance and facilities review. ii. Joint marketing and promotional programs. City will include YMCA-SV in its semi- annual City Program Guide and the YMCA-SV will include City events at the Project in YMCA-SV email newsletters. iii. Endowment Commitment. During the term of the Operating Agreement and Ground Lease, the YMCA-SV would use the proceeds from the sale of the Hudson YMCA (regardless of the purchaser) to fund an endowment fund managed by the YMCA-SV, whose interest earnings that are determined annually by the YMCA-SV Board of Directors would be used to fund operational costs and financial assistance for qualified low-income children, adults and families. iv. General Provisions re: possible future operations. As summarized in Exhibit B, hereto. e. Right of First Offer. The Parties will negotiate a right of first offer to purchase the existing YMCA-SV facilities located at 1445 Hudson Street, Redwood City ("Hudson YMCA"). The Parties will negotiate the process to establish the sales price, timing and other salient terms, to be memorialized in a definitive agreement. In the event the Parties are unable to agree on a price for the site, the YMCA-SV would be free to accept an alternative purchase offer and proceed with the sale to a 3rd party. ATTY/AGR/2016.125/RWC-YMCA EXCLUSIVE NEGOTIATING AGREEMENT REV: 07-18-16 VR Page 6 of 12