Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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EXHIBIT C". Common Area Construction Cost Allocation The Project common area improvements will be constructed in 2 phases, with the City and YMCA -SV each paying for 50% of the construction costs for the common area parking lots, promenade and drop off area. The total cost of the improvements for both phases is estimated at Six Million Four Hundred Seventy Two Thousand Dollars ($6,472,000). The City shall manage the design and construction process of Phase 1 common area improvements, and the YMCA -SV shall manage the design and construction of the Phase 2 common area improvements, with a reconciliation at the conclusion of the Project. Phase 1 work shall be designed and constructed at the direction of the City with a total estimated cost of Two Million Nine Hundred Eight Thousand Dollars ($2,908,000). Upon completion of the Phase 2 common area improvements and issuance of a certificate of occupancy for the New YMCA, the YMCA -SV shall be responsible for up to 50% of the Phase 1 common area improvement costs, provided, however, that such amount shall not exceed One Million Four Hundred Fifty Thousand Dollars ($1,450,000). Phase 2 work shall be designed and constructed at the direction of the YMCA, with a total estimated cost, as of the date of this Agreement, of Three Million Five Hundred Sixty Three Thousand Dollars ($3,563,000). The City shall be responsible for up to 50% of Phase 2 common area improvement costs, or an estimated One Million Seven Hundred Eighty Two Thousand Dollars ($1,782,000). Upon completion of the Phase 2 Improvements and issuance of a certificate of occupancy for the New YMCA, the City and YMCA -SV shall reconcile their respective costs to determine what payment is owed and by which Party. Payment shall be made within forty-five (45) days of such reconciliation. Each entity must maintain meticulous and complete records for the costs incurred for the common area improvements constructed by it. So long as each entity meets the design intent of the master plan, opportunities to reduce costs will also reduce each entity's financial obligation. Both Parties will work together to address any significant design changes. Should any dispute arise concerning construction scope or costs where the Parks and Recreation Director and the YMCA Vice -President of Property are not able to resolve those issues, the City Manager and YMCA-SV's CEO shall meet to resolve any disagreements. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 28 of 108