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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 4 of 39 in the Master Agreement shall be deemed to refer to the Map of Project Site as amended hereby. 7. Amendment of Exhibit “C”: Common Area Construction Cost Allocation. The following new paragraph is hereby added to the end of Exhibit “C” (Common Area Construction Cost Allocation): “Notwithstanding any other provision of the Agreement (including this Exhibit “C”) to the contrary, costs incurred by each Party in connection with the construction, installation and re-striping of any off-site parking spaces shall not be included for purposes of the Phase 2 Improvements cost reconciliation. Additionally, costs incurred by YMCA-SV in connection with the installation of the Photovoltaic panels and related electrical infrastructure in the West Parking Lot shall not be included for purposes of the Phase 2 Improvements costs, and shall not be split 50/50 by the City and the YMCA-SV as Common Area Construction Costs.” 8. Further Amendment of Exhibit “D”: Form of Ground Lease. The attached Exhibit “D” (Amended Form of Ground Lease) hereby replaces and supersedes Exhibit “D”: (Amended Form of Ground Lease) attached to the Second Amendment. Any and all references to Exhibit “D” in the Master Agreement shall be deemed to refer to the Amended Form of Ground Lease attached hereto. 9. Third Amendment to Exhibit E: Schedule of Performance. The attached Exhibit “E” (Third Amended Schedule of Performance) hereby replaces and supersedes Exhibit “E” (Second Amended Schedule of Performance)” attached to the Second Amendment. Any and all references to Exhibit “E” in the Master Agreement shall be deemed to refer to the Third Amended Schedule of Performance attached hereto. 10. Amendment of Purchase Agreement Effective Date. The New Effective Date of the Purchase Agreement as set forth in the Second Amendment is hereby amended to be _________________, 2025 (i.e. the same date as the Third Amendment Date), and such 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 Third 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. 11. Amendment of Exhibit I: Basic Common Area Maintenance and Operating Principles. The attached Exhibit “I” (Amended Basic Common Area Maintenance, Utilities and Operating Principles) hereby replaces and supersedes Exhibit “I” (Basic Common Area Maintenance and Operating Principles) attached to the Master Agreement. Any and all references to Exhibit “I” in the Master Agreement shall be deemed to refer to the “Amended Basic Common Area Maintenance and Operating Principles attached hereto. 12. Ratification of Master Agreement; Inconsistencies. Except as otherwise provided in this Third Amendment, the Master Agreement as amended by this Third Amendment is hereby ratified, confirmed and approved in all respects. In the event of any inconsistences between this Third Amendment and the Master Agreement, this Third Amendment shall control.