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ATTY/AGR/2025/AMEND. NO.2 – YMCA - SV MASTER PROJECT AGREEMENT <br />REV: 07-17-25 VR <br />Page 1 of 3 <br />SECOND AMENDMENT TO <br />MASTER PROJECT AGREEMENT <br /> <br />This SECOND AMENDMENT TO MASTER PROJECT AGREEMENT (“Second <br />Amendment”) is made and entered into effective as of ____________, 2025 (the “Second <br />Amendment Date”), by and between the CITY OF REDWOOD CITY, a charter city and <br />California municipal corporation (“City”) and YOUNG MEN'S CHRISTIAN ASSOCIATION <br />OF SILICON VALLEY, a California non-profit public benefit corporation (a/k/a YMCA of <br />Silicon Valley) (“YMCA-SV”). City and YMCA-SV are sometimes referred to herein, <br />individually, as a “Party” and, collectively, as the “Parties”. <br /> <br />RECITALS <br /> <br />A. City and YMCA-SV are parties to a Master Project Agreement dated December <br />16, 2019 (“Original Agreement”), as amended by that certain First Amendment to Master <br />Project Agreement dated March 18, 2022 (“First Amendment” and, collectively with the <br />Original Agreement, the “Master Agreement”). Capitalized terms not otherwise defined herein <br />shall have the meanings set forth in the Master Agreement. <br /> <br />B. Section 9.17 (Modifications; Amendments) of the Master Agreement provides <br />that the Parties can mutually agree on modifications or amendments and that the City Manager <br />is authorized to approve any modification to the Schedule of Performance (Exhibit E) or <br />amendments the Master Agreement, provided such modification and/or amendment does not <br />alter the basic business terms of the Master Agreement. <br /> <br />C. The Parties now desire to amend the Master Project Agreement to (i) extend the <br />times of performance in the Schedule of Performance, as well as various timeframes flowing <br />from the Effective Date of the Purchase Agreement, and (ii) clarify their intentions related to the <br />commencement of the Lease Term set forth in the Form of Ground Lease, attached to the Master <br />Agreement as Exhibit D, to ensure the Lease Term begins when the Lease is signed but the <br />basic business terms of the Ground Lease remain unchanged, including that the duration of the <br />Lease Term after the New YMCA is ready for occupancy remains Forty-Nine (49) years from <br />the first certificate of occupancy (temporary or final) , with an option to extend, as set forth in <br />the Form of Ground Lease. <br /> <br />NOW, THEREFORE, the Parties agree as follows: <br /> <br />August 1