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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement") is made as of , 20_ (the "Effective Date"), between THE YMCA OF SILICON VALLEY, a California non-profit corporation ("Seller"), and THE CITY OF REDWOOD CITY, a charter city and California municipal corporation ('Buyer" or "City") who agree as follows: RECITALS A. This Agreement is entered into in furtherance of a Master Project Agreement between the City of Redwood City and the YMCA of Silicon Valley, dated 20_, pursuant to which the City will develop and construct a new Veterans Memorial/Senior Center facility and the YMCA will ground lease (the "Ground Lease") certain property from the City in order to develop and construct a new facility to replace its current facility located at 1445 Hudson Street, Redwood City (the "Existing Facility"). B. Seller intends to continue its operations at the Existing Facility until such time as the new facility (the "New YMCA") is completed, as set forth in the Master Project Agreement. As a result, the close of escrow for the purchase of the Property, as set forth herein, will not occur for some time. IIowever, the Parties understand and agree that the ability to finance and complete construction of the New YMCA is dependent upon the sale of the Property on the terms and conditions set forth in this Agreement. ARTICLE 1. AGREEMENT OF SALE. Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following (collectively, the "Property"): 1.1 Land. The real property which is more particularly described in Exhibit A, together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property, (b) all development rights, air rights, water, water rights and water stock relating to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the "Land"); 1.2 Improvements. Any and all structures, systems, facilities, fixtures, fences and parking areas located on the Land (such as heating and air conditioning systems and facilities used to provide utility services and/or ventilation) and other improvements located upon the Land, including, but not limited to, square feet of building improvements located on _ acres of land known as the "YMCA of Silicon Valley" located at 1445 Hudson Street, Redwood City, California (collectively, the 'Improvements"). The Land and the Improvements are sometimes collectively referred to in this Agreement as the "Property"; Seller shall convey the Property in broom -clean condition with all personal property removed. 82483.00016132456469.4