Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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G. In furtherance of the mutual goals described above, this Agreement sets forth the Parties' rights and obligations regarding the following principal project elements and future collaborations, on the terms and conditions set forth herein: (1) as Phase 1, development by the City of (i) a new two-story, approximately 45,000 square -foot Veterans Memorial Senior Center ("VMB/SC") on a portion of the Project Site (the "VMB/SC Site"); (ii) construction of a pedestrian promenade (the "Promenade"), certain traffic calming measures (the "Traffic Improvements"), and parking lot on the east side of the Project Site (the "East Parking Lot"); and (2) as Phase 2, (i) development by the YMCA -SV of a two-story, approximately 35,000 square foot building (the "New YMCA") on a portion of the Project Site to be ground -leased to the YMCA -SV by the City (the "YMCA Site"); (ii) parking lot expansion on the west side of the Project Site (the "West Parking Lot"); and (iii) Drop-off Area, all as described herein and as conceptually shown on the Conceptual Site Plan, attached hereto as Exhibit "B" and incorporated herein by reference. The improvements to be developed on the Project Site are more particularly described in Section 1 ("Definitions"), below. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Definitions. 1.1 Acceptable Financing means Loans or other sources of financing for YMCA -SV to fund performance of its obligations under this Agreement, including but not limited to: financing for YMCA - SV to fund development, construction and operation of the New YMCA, as set forth in this Agreement and the Ground Lease as provided herein. 1.2 Acceptable Title Exceptions means, with respect to the YMCA Site, matters affecting title (including but not limited to easements, restrictions, dedications and other matters of record, encroachments, prescriptive easements and rights) which YMCA -SV determines, in its reasonable discretion: (a) do not delay the timeline for completion of the New YMCA; or (b) do not materially increase pricing of or otherwise materially adversely affect the cost of construction of the New YMCA. 1.3 Applicable Law means any and all municipal, county, state, federal or other laws or regulations to the extent applicable to this Agreement or the Project. 1.4 Approval or Approved means approval in writing by the referenced Party of the referenced matter, with: (a) any request for an Approval to be in writing; (b) any response to such request to be in writing and delivered to the requesting Party within twenty (20) days of receipt of such request (or such shorter time as otherwise provided in this Agreement); and (c) any withholding of an Approval to be accompanied by a reasonably detailed written summary of the reason(s) therefore. 1.5 Bonds means the bonds to be issued by the City to provide the financing for the construction of the New VMB/SC, Common Area improvements and Traffic Improvements. 1.6 County means San Mateo County, California. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT