AgdaPkt 2020-10-26 Joint SA PFA - Laserfiche WebLink

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7.A. - Page 60 of 176 10/09/2020 (e) City has adopted resolution(s) approving the report(s) of the Designated City Official (including the Engineering Plans and Final Construction Documents pursuant to Section 3, the final pre-bid design and construction budget pursuant to Section 10, the Final Bid Package Documents pursuant to Subsection 12(a)), and directing City to acquire the Levee Improvements pursuant to the terms of the Purchase Agreement upon SCOA's satisfactory completion thereof as determined by the City Engineer and FEMA accreditation thereof; and (f) City and SCOA have executed an Encroachment Permit as provided in Section 7 below. SCOA, Owners and City agree to take all necessary steps within their control with the objective of accomplishing or bringing about each of the foregoing Conditions Precedent by December 31, 2020, or such later date as the Parties may mutually agree. If, however, despite the Parties' best efforts, all of the foregoing Conditions Precedent have not been satisfied by December 31, 2021, or such later date as the Parties may mutually agree, this Agreement will terminate and thereafter the Parties will have no further rights or obligations hereunder other than those obligations which expressly survive termination hereof. If the Conditions Precedent are timely satisfied such that the Parties desire to move forward with SCOA's construction and installation of the Levee Improvements and City's acquisition thereof as contemplated herein, SCOA and Owners shall execute, acknowledge and deliver to City for recordation in the Official Records of the County a Memorandum of Levee Financing and Improvement Agreement ("Memorandum of Agreement") substantially in the form attached hereto as Exhibit J. 6. SCOA Duty to Develop and Owners' Duty to Fund Levee Improvements. Subject to satisfaction of the Conditions Precedent set forth in Section 5 above, and the Parties' mutual approval of the Final Design and Construction Budget, SCOA, pursuant to Article VI of the CC&R's (including without limitation Section 6.3 (g)) thereof, shall perform, through a construction general contractor ("General Contractor") and one or more other subcontractors selected by SCOA in accordance with Section 12 below, all work of constructing and installing the Levee Improvements in conformity with the Final Construction Documents and the terms of this Agreement. SCOA shall also supply all labor and materials therefor, all in strict accordance with the terms of this Agreement. Owners agree to pay their pro rata shares of all costs of constructing and installing the Levee Improvements through timely payment of owner's association assessments pursuant to the CC&R's, which pro rata shares the City, SCOA and Owners acknowledge is as follows: HCP as to a fifty-four percent (54%) pro rata share and Met as to a forty-six percent (46%) pro rata share. SCOA, in turn, covenants to assess Owners as necessary to perform SCOA's obligations under this Agreement. 7. Permits, Licenses, and Compliance with Law. SCOA will obtain and maintain all necessary land use entitlements, permits and licenses for the design and construction of the Levee Improvements, including by applying for and paying the business tax and registration tax for a business license, in accordance with City of Redwood City Municipal Code. To facilitate construction of the Levee Improvements, SCOA and City will execute an encroachment permit ("Encroachment Permit") substantially in the form attached hereto as Exhibit D authorizing SCOA and its General Contractor and subcontractors to access the existing Seaport Centre Levee and any applicable City -owned land (including any City -owned or Port -owned land administered by the City or Port of Redwood City) as necessary to construct the Levee Improvements. OAK #4819-4834-1908 v19 13 ATTY/AGR/2020.230/SEAPORT LEVEE AGREEMENT 242