Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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recorded May 3, 2017 in the Official Records of San Mateo County as Instrument No. 2017- 038386. D. City and SCOA, and for limited purposes Met Life and HCP, are parties to a Levee Financing and Improvement Agreement ("Master Agreement"), an accurate copy of which is attached hereto and incorporated herein. Among other matters, the Master Agreement provides for the City's acquisition of the Levee Assets (defined below), following SCOA's satisfactory completion of (i) a levee and related flood protection facilities along the perimeter of Seaport Plaza facing Redwood Creek ("Seaport Plaza Levee Improvements"), and (ii) improvements to (and, where necessary, replacement of) the existing City -owned levee and related flood protection facilities ("Seaport Centre Levee") along the perimeter of Seaport Centre (except for the inboard boundary with Seaport Plaza) ("Seaport Centre Levee Improvements" and, collectively with the Seaport Plaza Levee Improvements, the "Levee Improvements"); and (iii) SCOA's application for, processing and final accreditation by FEMA of the Seaport Centre Levee as improved and enlarged by the Levee Improvements (collectively, the "New Levee") in accordance with the terms of the Master Agreement. E. The Master Agreement also provides for the formation of a community facilities district ("New Levee CFD") established under the authority of the City's Special Tax Financing Law, constituting Article XIII of Chapter 32 of the Redwood City Code, which incorporates the Mello -Roos Community Facilities Act of 1982, as amended (Chapter 2.5 of Division 2 of Title 5 of the California Government Code, commencing with Section 55311) to finance the City's acquisition of the Levee Improvements from Seller. F. As contemplated by the Master Agreement, Seller and City now desire to enter into this Agreement setting forth the terms under which City, upon satisfactory completion of the Levee Improvements, shall purchase the Levee Assets from Seller. AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, Seller and City agree as follows: ARTICLE I PURCHASE AND SALE Section 1.1 Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell to Buyer, all of Seller's right, title and interest in and to the Levee Improvements depicted in Attachment 1, together with all necessary rights of way and easements for the access, repair, maintenance, and use of the Levee Improvements (the "Levee -Related Easements," together with the Levee Improvements are collectively, the "Levee Assets"), free and clear of all liens and encumbrances except for Permitted Exceptions, as defined in Article III, for and in consideration of the payment of the amounts set forth in Sections 1.2 and 1.3. Pursuant to Section 4.1(c), below, prior to Closing and as a condition thereto, the Levee Improvements and Levee -Related Easements will be established by separate legal descriptions as required by Title Company for OAK #4819-4834-1908 v20 Exhibit C Page 2