Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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Improvements to determine what payments are owed in order to achieve the allocations set forth in Exhibit C. 5. Ground Lease of YMCA Site. The City hereby agrees to lease to YMCA -SV the YMCA Site, at the time and on the terms and conditions set forth herein. The form of the Ground Lease is attached hereto as Exhibit "D" and incorporated herein by reference. The Parties understand and agree that YMCA -SV shall continue its operations at the Hudson Street Property until such time as the New YMCA is completed as evidenced by the City's issuance of a certificate of occupancy. In the interim, the YMCA -SV will diligently and in good faith pursue its fundraising efforts to raise the amounts necessary that, in combination with the purchase price to be paid by the City under the Purchase Agreement for the Hudson Street Property, will be sufficient to pay for the development and construction of the New YMCA and for YMCA-SV's share of the Common Area Improvements within the time set forth in the Schedule of Performance, subject to any extension of time as may be mutually agreed to by the Parties. The Parties agree that the conditions for the execution ("Execution Conditions") of the Ground Lease are as follows: (1) YMCA -SV shall not be in default of any of its obligations under this Agreement; (2) YMCA's final construction plans and drawings for the New YMCA have been approved by the City, pursuant to Section 7.2 ("Phase 2") of this Agreement; (3) YMCA -SV has received all City approvals required for the development of the New YMCA, including all required discretionary entitlements, design review, and all appeal periods for such approvals have expired; (4) YMCA -SV has an executed construction contract with a licensed and qualified general contractor for the New YMCA, and City has approved such contract to assure compliance with this Agreement, which approval shall not be unreasonably withheld; (5) YMCA -SV has delivered to the City payment and performance bonds pursuant to Section 7.4 ("Payment and Performance Bonds") of this Agreement; (6) YMCA -SV has delivered to the City proof of insurance, in compliance with Section 7.6 ("Insurance") hereof, (7) YMCA -SV has provided evidence, satisfactory to City, which evidence may include, but is not limited to, multi-year financial pledges, documentation of conventional financing, bank statements and/or proceeds from the sale of assets (including the purchase price to be paid by City for the Hudson Street Property under the Purchase Agreement) that YMCA -SV has sufficient and binding financing commitments to complete the New YMCA and for YMCA-SV's share of the Common Area Construction Costs; (8) YMCA -SV and City have executed a (i) Common Area Maintenance Agreement and (ii) Operating Agreement consistent with the Basic Common Area Maintenance ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 7 of 108