Agmt25 YMCA-SV Second Amendment - Laserfiche WebLink

Browse Search

ATTY/AGR/2025/AMEND. NO.2 – YMCA - SV MASTER PROJECT AGREEMENT REV: 07-17-25 VR Page 2 of 3 AGREEMENT 1. Amendment of Schedule of Performance. The attached “Exhibit E: Second Amended Schedule of Performance,” hereby replaces and supersedes “Exhibit E: Amended Schedule of Performance,” attached to the First Amendment to Master Project Agreement. Any and all references to Exhibit E in the Master Agreement shall be with regard to the Second Amended Schedule of Performance. 2. Amendment of Purchase Agreement Effective Date. The New Effective Date of the Purchase Agreement as set forth in the First Amendment is hereby amended to be _________________, 2025 (i.e. the same date as the Second Amendment Date), and such amended date shall hereinafter be referred to as the “New Effective Date of Purchase Agreement.” Any and all references and timeframes, which relate to and/or flow from the Effective Date in the Purchase Agreement, shall hereafter pertain to the New Effective Date of Purchase Agreement, as amended by this Second Amendment. For avoidance of doubt, the New Effective Date of Purchase Agreement shall have no effect on the Purchase Price, nor the built-in price adjuster, as set forth in Paragraph 2.1 of the Purchase Agreement. 3. Amendment of Form of Ground Lease. The attached “Exhibit D: Amended Form of Ground Lease” hereby replaces and supersedes “Exhibit D: Form of Ground Lease” attached to the Original Agreement. 4. Ratification of Master Agreement; Inconsistencies. Except as otherwise provided in this Second Amendment, the Master Agreement as amended by this Second Amendment is hereby ratified, confirmed and approved in all respects. In the event of any inconsistences between this Second Amendment and the Master Agreement, this Second Amendment shall control. 5. Counterparts; Electronic Signatures. This Second Amendment may be signed in multiple counterparts which, when signed by both Parties, shall constitute a binding agreement. Electronic signatures may be used in place of original signatures on this Second Amendment. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Second Amendment based on the use of an electronic signature. 6. Duly Authorized. Each person executing this Second Amendment on behalf of City and YMCA-SV, respectively, represents and warrants that he or she is duly authorized to execute and deliver this Second Amendment on behalf of such entity, and that such person’s execution of this Second Amendment binds the entity on whose behalf he or she is signing to its terms and conditions. 7. Entire Agreement. This Second Amendment sets forth the entire understanding of the Parties in connection with the subject matter hereof. There are no agreements between City and YMCA-SV relating to the Master Agreement other than those set forth in writing and signed by the parties. Neither Party hereto has relied upon any understanding, representation or warranty not set forth herein, either oral or written, as an inducement to enter into this Second Amendment.