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FORM OF GROUND LEASE THIS GROUND LEASE ("Lease") is dated for reference purposes as of this day of , 2019, ("Effective Date") by and between THE CITY OF REDWOOD CITY, a charter city and California municipal corporation ("City" or "Landlord") and the YMCA OF SILICON VALLEY, a California non-profit corporation ("YMCA -SV" or "Tenant"), who, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows: 1. Background. (a) Landlord is the owner of record of that certain real property containing approximately 5.4 acres within Red Morton Park, located at 1455 Madison Avenue, Redwood City consisting of Assessor Parcel Nos. 058-186-040, 058-196-040 and 058-184-040 and more particularly described and shown in Exhibit A, attached hereto ("Property" or "Project Site"). (b) Landlord and Tenant entered into that certain Master Project Agreement, effective which set forth certain rights and obligations regarding project elements and collaborations related to the development and operations of the Project Site which generally includes: (1) as Phase 1 Improvements, development by the City of (i) a new two-story, approximately 45,000 square -foot Veterans Memorial Senior Center ("New VMB/SC) on a portion of the Project Site (the "VMB/SC Site"); (ii) construction of a pedestrian promenade (the "Promenade"), certain traffic calming measures (the "Traffic Improvements"), and parking lot on the east side of the Project Site (the "East Parking Lot"); and (2) as Phase 2 Improvements, development by the YMCA -SV of (i) a two-story, approximately 35,000 square foot building (the "New YMCA") on a portion of the Project Site; (ii) parking lot on the west side of the Project Site (the "West Parking Lot"); and (iii) Drop-off Area (the "Drop -Off Area"), all as described herein and as conceptually shown on the Conceptual Site Plan, attached hereto as Exhibit B and incorporated herein by reference ("Site Plan"). (c) Tenant seeks to lease from Landlord a portion of the Property for the purpose of constructing and operating the New YMCA (the "YMCA Site"). (d) Unless expressly provided otherwise, all capitalized terms and phrases used in this Lease shall have the same meanings as set forth in the Master Project Agreement. (e) Condition Precedent to Ground Lease. The parties acknowledge that the entering into the Master Project Agreement and the Purchase and Sale Agreement between City as Buyer and Tenant as Seller for the property used as the former YMCA facility located at 1445 Hudson Street are conditions precedent to the effectiveness of this Ground Lease. 2. Lease of YMCA Site. Landlord hereby leases, transfers and demises to Tenant, and Tenant hereby exclusively leases and takes from Landlord, the YMCA Site. Tenant shall also have YMCA Ground Lease -1- 82483.00016\32493585.6