Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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and Operating Principles set forth in Exhibit "I" attached hereto and incorporated herein by reference; and (9) All other conditions have been met that would allow the City to issue a building permit for the construction of the New YMCA. The Ground Lease shall include the terms and conditions for the maintenance of the Common Improvements, the allocable costs of such maintenance between the City and YMCA -SV, and an agreement regarding the ongoing operations of each Party's facilities, including opportunities to maximize community participation in programs and minimize overlap. The Parties agree that the Outside Conveyance Date shall be July 1, 2025, unless an extension is mutually agreed to by the Parties in writing. If the Ground Lease has not been executed by the Outside Conveyance Date, as it may be extended, this Agreement shall terminate and the Parties shall have no further rights against or obligations to each other, other than the provisions of Section 8.8 ("Liquidated Damages"). Upon satisfaction of the Execution Conditions and execution of the Ground Lease, a memorandum of Ground Lease shall be recorded in the Office of the County Recorder for San Mateo County. 6. Right of Entry. Prior to the execution of the Ground Lease, City agrees to enter into its standard form of right -of -entry agreement with YMCA -SV, upon its request, to enter onto the Project Site to conduct such studies related to the New YMCA and/or the YMCA Site as YMCA -SV deems necessary or desirable. Any such right of entry shall be at the sole expense of the YMCA -SV. Any such entry shall not unreasonably disrupt any then -existing use or occupancy on the YMCA Site or the operations of the City. 7. Project Development. The Parties have worked cooperatively to develop the Conceptual Site Plan so that the Project, although constructed in two phases, will be harmonious in design and function. Each Party shall be responsible for preparing schematic design, design development and construction documents for its portion of the Project for approval by the City in accordance with normal City procedures for the processing of such documents. 7.1 Phase 1. Prior to the installation and construction of the Phase l Improvements, the City shall demolish the Senior Center Annex, Herkner Pool and the NFL Alumni Building. The City intends to issue bonds to finance the Phase 1 Improvements and shall submit its final plans for the Phase I Improvements for approval within the time set forth in the Schedule of Performance. Upon completion of the Phase 1 Improvements, as evidenced by the issuance of a certificate of occupancy for the New VMB/SC, the City shall demolish the Existing VMSC and Gift Shop/Administration Building in accordance with the Conceptual Site Plan, including landscaping and parking. City shall provide YMCA -SV ninety (90) days' advance written notice of the demolition of the Existing VMSC. 7.2 Phase 2. Prior to and during the Phase 2 process, the Parties shall communicate and consult informally as frequently as is necessary to ensure that the formal submittal of any documents to the City by YMCA -SV for the Phase 2 Improvements can receive prompt and speedy consideration. The City shall approve or disapprove the plans, drawings and related documents submitted by YMCA -SV within ATTY/AGR/2019.316NMCA MASTER PROJECT AGREEMENT Page 8 of 108