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ATTY/DOCS-AGR/2021-AMENDMENTS/FIRST AMENDMENT TO LEVEE FINANCING & IMPROVEMENT AGREEMENT REV: 12-14-2021 VR Page 1 of 5 FIRST AMENDMENT TO LEVEE FINANCING AND IMPROVEMENT AGREEMENT This FIRST AMENDMENT TO LEVEE FINANCING AND IMPROVEMENT AGREEMENT (this “First Amendment”) is made and entered into as of the 13th day of December 2021, by and among the CITY OF REDWOOD CITY, a California charter city and municipal corporation (“City”), for itself and for the Seaport Centre Maintenance District (“Maintenance District”); HCP LS REDWOOD CITY, LLC, a Delaware limited liability company, its successors in interest and assignees (“HCP ”); METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, its successors in interest and assignees (“Met Life”); and SEAPORT CENTRE OWNERS’ ASSOCIATION, a California corporation (“SCOA”). HCP and Met Life are sometimes referred to collectively in this First Amendment as “Owners”. The parties identified above are sometimes collectively referred to herein as the “Parties.” R E C I T A L S: A. The Parties entered into that certain Levee Financing and Improvement Agreement dated as of October 27, 2020 (the “Levee Agreement”), whereby the Parties made certain agreements regarding, among other things, the construction and financing of the “Levee Improvements” (as defined therein). B. The Levee Agreement, the Purchase and Sale Agreement attached as Exhibit C to the Levee Agreement, and the Escrow Instructions attached as Exhibit 2 to the Purchase and Sale Agreement each provide that the allocation of the construction costs for the Levee Improvements and reimbursement of such construction costs between the Owners are Met Life 46% and HCP 54%. Notwithstanding the same, the Owners’ actual allocation of expenses for Seaport Centre, including the costs of construction of the Levee Improvements, and the CFD’s levy of Facilities Special Tax to fund the City’s acquisition of the Levee Improvements is calculated to 0.01% based on building square footages, as follows: Met Life 45.69% and HCP 54.31%. Although just a percentage rounding issue, an unintended inconsistency has resulted. C. Section 25(j) of the Levee Agreement authorizes amendments thereof with the written consent of all the Parties thereto. D. Section 7 of Resolution No. 15900 approving the Levee Agreement, adopted at the October 26, 2020 Council meeting, authorizes the City Manager or her designee, to make further minor conforming, technical or clarifying changes or revisions to the Levee Agreement as may be agreed to and approved by the City Attorney, which do not materially increase the obligations of the City under the Levee Agreement. E. Relying on Section 25(j) of the Levee Agreement and Section 7 of Resolution No. 15900, the Parties now desire to amend the Levee Agreement on the terms and conditions set forth below to correct the inconsistency in allocation percentages between the Owners.