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ATTY/RESO.0112/CC RESO.0112/CC RESO APPROVING THIRD AMENDMENT TO MASTER PROJECT AGREEMENT (YMCA PROJECT) – EXHIBIT A REV: 11-06-25 VR Page 2 of 39 impacts of the 2025 Modifications. E. The Parties now desire to amend the Master Project Agreement to memorialize the material terms related to the 2025 Modifications as more particularly described herein and in the Final Approved Plans for the Project. NOW, THEREFORE, the Parties agree as follows: AGREEMENTS 1. Amendment to Recital G of Original Agreement. Recital G of the Original Agreement is hereby replaced and superseded with the following: “G. In furtherance of the mutual goals described above, this Agreement sets forth the Parties' rights and obligations regarding the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 36,35335,000 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) development by the YMCA-SV of a surface parking lot with approximately 180 parking spaces expansion on the west side of the Project Site (the “West Parking Lot”); (iii) respecting the Valota Green park area; (iv) striping by YMCA-SV of 9 new parallel parking stalls along Madison Avenue in front of the New YMCA; and (v) development by the YMCA-SV of a Drop-off Area, all as described herein and as conceptually shown on the Conceptual Site Plan, attached hereto to the Master Agreement as Exhibit “B” and incorporated herein by reference, and more specifically described herein and in the Final Approved Plans for the Project. The improvements to be developed on the Project Site are more particularly described in Section 1 (“Definitions”), below. Concurrently with YMCA- SV’s development of the Phase 2 improvements, City will (a) construct 19 angled on-street parking stalls along Madison Street adjacent to the VMB/SC, (b) restripe the surface parking lot adjacent to the Community Activities Building, the surface parking lot accessed via Myrtle Street and the Red Morton surface parking lot to create a total of approximately 28 additional parking spaces, (c) install certain upsized sanitary sewer segments designated in the City’s 2023 Sanitary Sewer Capacity Master Plan as segments C3, C12, and C13 together with an upsized sanitary sewer segment from the New YMCA point of connection to segment C12 with the costs of such sanitary sewer upsizing work allocated between City and YMCA-SV as set forth herein.” 2. Amendment to Section 1.10 of Master Project Agreement. Section 1.10 of the Master Project Agreement is hereby amended as follows (deletions shown in strike out; additions shown as double underlined):