Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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Section 15, in the Acquisition Price, by which they will be reimbursed to SCOA in accordance with the terms of the Purchase Agreement. (d) Special Tax. The CFD shall be authorized to levy, and Owners, as the qualified landowner electors of the CFD, shall approve two special taxes (collectively, the "Special Tax") in accordance with the approval of the RMA as a part of the CFD Formation Proceedings; the first Special Tax, a "Facilities Special Tax," will finance the Acquisition Price as adjusted by the Initial Acquisition Price Payment (as those terms are defined herein and in the Purchase Contract) for the Levee Improvements, which Acquisition Price shall include the CFD Advanced Costs; and the second Special Tax, a "Services Special Tax," will finance the ongoing operation and maintenance of the Seaport Centre Wet Utilities and Seaport Centre Levee currently maintained by the Maintenance District and after acceptance of the Levee Improvements, the Services Special Tax will finance the ongoing operating and maintenance of the Seaport Centre Wet Utilities and the New Levee (and excluding the existing Seaport Plaza Wet Utilities, the maintenance of which shall remain the responsibility of HCP and its successors), and the annual costs of calculation, collection and disbursement of the Special Tax and the annual administration costs associated with the CFD. The Special Tax shall be determined annually by City against all taxable parcels within the boundary of the CFD in accordance with the RMA. The Special Tax shall be levied and collected in the same manner and at the same time as ad valorem property taxes, unless some other method of collection is specified by City. The RMA shall be drafted to allow an Owner to permanently satisfy the Facilities Special Tax (and remove the lien thereof) as to any taxable parcel by prepayment pursuant to Section 53344 of the Mello - Roos Act. Prepayment of the Services Special Tax shall not be permitted. (e) City's Reservation of Discretion. It is expressly acknowledged, understood and agreed by the Parties that (i) City must make certain legally required findings in connection with formation of the CFD, (ii) nothing in this Agreement is intended to or shall limit City's ability to adopt legally required findings with respect to formation of the CFD, and (iii) nothing in this Agreement is intended to or shall prejudge or commit City regarding the specific findings and determinations to be made with respect thereto; provided, however, that City shall make all legally required findings for which there is a sufficient factual and legal basis, shall specify the factual or legal deficiency that precludes any legally required finding, and shall afford Owners and SCOA a reasonable opportunity to cure any such deficiency. (f) Costs If No CFD Formed. If, for any reason other than City's default of its obligations hereunder, the CFD is not formed, City shall not be liable for any resulting costs to SCOA or Owners and SCOA and Owners shall have the right to terminate this Agreement by unanimous written request and notice to City. Once the CFD is formed, SCOA and Owners shall have no right to terminate this Agreement pursuant to this Subsection 4(f). (g) Owners' Cooperation. Subject to Owners' approval of the RMA, which approval shall not be unreasonably withheld, delayed or conditioned, in connection with the establishment and implementation of the CFD, Owners (i) will execute all necessary petitions and ballots and waive all election waiting and protest periods at City's request; (ii) cooperate in the development of the RMA; and (iii) allow Special Tax liens to encumber all portions of the Property in order to finance City's acquisition of the Levee Improvements and the maintenance of the New Levee OAK #4819-4834-1908 v20 10