Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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meetings and community benefits identified in Exhibit "H", YMCA -SV Community Benefits, attached hereto. 1.30 Outside Conveyance Date means the date by which all conditions for the conveyance of the leasehold interest to the YMCA Site have been satisfied and the Ground Lease is executed by the Parties, as set forth in Section 5 ("Ground Lease of the YMCA Site") of this Agreement. 1.31 Phase I Improvements means the New VMB/SC, East Parking Lot, Promenade and Traffic Improvements as shown on the Conceptual Site Plan, Exhibit B, as it may be modified by the Final Approved Plans for the Project. 1.32 Phase 2 Improvements means the New YMCA, West Parking Lot and Drop-off Area as shown on the Conceptual Site Plan, Exhibit B, as it may be modified by the Final Approved Plans for the Project. 1.33 Project means the Phase 1 Improvements and the Phase 2 Improvements, collectively. 1.34 Promenade has the meaning ascribed to it in the Recitals and as depicted in the Conceptual Site Plan, Exhibit B, as may be amended by the Final Approved Plans for the Project. The Promenade shall be for pedestrians and include landscaping and pedestrian amenities and provide a link between the Phase 1 and Phase 2 development. 1.35 Project Site has the meaning ascribed to it in the Recitals to this Agreement. 1.36 Purchase Agreement shall mean the agreement between the Parties described in Section 4.2 ("Phase 2 Improvements Financing") of this Agreement. 1.37 Related Parties means, with respect to any Party, the officers, directors, shareholders, partners, members, employees, agents, attorneys, successors, personal representatives, heirs, executors, or assigns of any such Party. 1.38 Schedule of Performance shall mean the Schedule of Performance, attached hereto as Exhibit "E" and incorporated herein by reference, listing certain obligations of the Parties and their time for performance. 1.39 Traffic Improvements means those improvements identified in Exhibit "F" attached hereto and incorporated herein by reference to be constructed and installed by the City in connection with the development of the Project. 1.40 West Parking Lot has the meaning ascribed to it in the Recitals and as shown on the Conceptual Site Plan, Exhibit B, as may be amended by the Final Approved Plans for the Project. 1.41 YMCA Site shall mean the portion of the Project Site to be leased by YMCA -SV from the City, as shown on the Conceptual Site Plan, as may be modified by the Final Approved Plans for the Project. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 5 of 108