Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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2. Recitals. The Parties acknowledge and agree the Recitals, which are by this reference incorporated into and made a part of this Agreement, are true and correct. 3. Project Schedule of Performance,• Due Diligence. Subject to the terms of this Agreement, the Parties agree to use their best efforts to complete the Project within the times set forth in the Schedule of Performance. The Parties intend that the New VMB/SC and the associated Phase 1 Common Area Improvements shall be constructed as Phase 1 of the Project and that the New YMCA and the associated Phase 2 Common Area Improvements shall be constructed as Phase 2 of the Project. 4. Project Financing. The Project shall be implemented by the Parties as follows: 4.1 Phase I Improvements Financing. The City intends to issue bonds to finance, in whole or in part, the construction of the New VMB/SC, the Traffic Improvements, and the Phase 1 Coliinzon Area Improvements for the Project. 4.2 Phase 2 Improvements Financing. The YMCA -SV intends to finance the development and construction of the New YMCA and the YMCA-SV's share of the Common Area Construction Costs using a combination of the following: (i) proceeds from the sale of the Hudson Street Property pursuant to the Purchase Agreement with the City (described below); (ii) contributions and/or grants from donors; and (iii) any other funds or resources available to the YMCA -SV. The City has agreed to purchase the Hudson Street Property from the YMCA -SV, upon the terms and conditions set forth in the Purchase Agreement, attached hereto as Exhibit "G" and incorporated herein by reference. The Parties shall execute the Purchase Agreement immediately after the execution of this Agreement. The City's purchase of the Hudson Street Property shall provide the YMCA -SV with a critical portion of the necessary funds to pay for the New YMCA and the YMCA-SV's share of the Common Area Improvements. Notwithstanding the foregoing, however, the Parties understand and agree that close of escrow, and thus payment of the purchase price by the City, for the Hudson Street Property shall not occur until construction of the New YMCA has been completed, and the facility is in operation. In the event this Agreement is terminated at any time prior to the conveyance of the leasehold interest in the YMCA Site to the YMCA -SV, and as provided in the Purchase Agreement, the City shall have no obligation to purchase the Hudson Street Property. 4.3 Construction Cost Allocation of Common Area improvements. The current total estimated costs for the design, development and construction of the Common Area Improvements is Six Million Four Hundred Seventy Two Thousand Dollars ($6,472,000). The Parties agree that the City shall be responsible for the installation of the Phase 1 Common Area Improvements and that YMCA shall be responsible for the installation of the Phase 2 Common Area Improvements, all in accordance with plans approved by the City. The Parties have agreed that the costs of the Common Area Improvements shall be allocated between the Parties as set forth in Exhibit C of this Agreement. Each Party shall maintain and keep detailed records of the costs for the Common Area Improvements installed by it. Upon completion of the Phase 2 Improvements and the issuance of a certificate of occupancy for the New YMCA, each Party shall provide the other with a detailed accounting of their respective costs for the installation of Common Area ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 6 of 108