Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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issuance of the Owner's Policy of Title Insurance. The Levee -Related Easements shall be substantially in the form set forth and included in the Grant Deed. Section 1.2 Acquisition Price. Buyer agrees to pay a fixed price equal to the lesser of the Final Project Costs and the Final Design and Construction Budget (each as defined in the Master Agreement), as adjusted as provided for in Sections 3 and 11 of the Master Agreement (and including any costs covered by the contingency allowance provided in Section 10 of the Master Agreement) (the "Acquisition Price") for the purchase of the Levee Assets. Seller and Buyer agree, upon the determination of the Acquisition Price pursuant to the immediately preceding sentence, to execute an amendment to this Agreement that sets forth the final Acquisition Price promptly following a request for the same from the other party. Section 1.3 Initial Acquisition Price and Balance Payment_ Schedule. At Closing, unless otherwise waived by Met Life and HCP, Buyer shall pay the Initial Acquisition Price Payment (as defined in the Master Agreement) to Met Life and HCP from the New Levee CFD Maintenance Reserves. Met Life shall be paid 46% of the Initial Acquisition Price Payment (the "Met Life Initial Acquisition Price Payment") and HCP shall be paid 54% of the Initial Acquisition Price Payment (the "HCP Initial Acquisition Price Payment"). Subject to the terms of Section 1.4 below, Buyer, solely from the proceeds of special taxes levied by the New Levee CFD pursuant to the rate method and apportionment of special taxes, shall pay, or cause the New Levee CFD to pay, to Met Life and HCP the balance of the remaining Acquisition Price, in the amounts due to each of Met Life and HCP, in annual installments over a period of 15 years ("Installment Payments"). The Installment Payments shall be structured with principal due in annual instalments as shown on the attached Schedule A, plus interest, which attached Schedule A shall be updated concurrently with the determination of the final Acquisition Price. Interest to be collected in each fiscal year shall be calculated annually using the Wall Street Journal Prime Rate in effect on June 1 of the prior fiscal year, plus two hundred (200) basis points, and shall be calculated on the basis of a 360 -day year consisting of twelve 30 - day months, or, if such rate is no longer published by the Wall Street Journal, the prime rate as published by a similar source as determined by the Property Owners to be appropriate, as consented to by the City, which consent shall not be unreasonably withheld. Such rate shall be applied to the unpaid principal balance and the interest due for such fiscal year shall be placed on the tax roll for the next ensuing fiscal year. Principal due each September 1 shall be collected in the prior fiscal year. Amounts placed on the tax roll shall be paid on September 1 of the fiscal year following collection. Section 1.4 Limitation of Liability; No Pledge_of City Taxing Power or General Fund Revenues. City's obligations to pay the principal of or interest on the Acquisition Price, including the Initial Acquisition Price Payments and Installment Payments, shall not be construed to constitute an indebtedness of the State or any political subdivision thereof, or the City, within the meaning of any constitutional or statutory provision whatsoever, except as expressly provided herein. This Agreement does not pledge the general credit or the taxing power of the City and, notwithstanding any other provision of this Agreement to the contrary, the City's liability under this Agreement shall be enforceable against the City solely out of the revenues from the special tax levied on the Property by the New Levee CFD. OAK #4819-4834-1908 v20 Exhibit C Page 3