Second Amendment to Levee Financing and Improvement Agreement

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Facilities District No. 2020-1 (Seaport Centre/Seaport Plaza) and Directing Recording of Notice of Special Tax Lien." M. On December 21, 2020, the City Council adopted Ordinance No. 2491, entitled "An Ordinance of the City Council of the City of Redwood City Levying Special Taxes Within the City of Redwood City Community Facilities District No. 2020-1 (Seaport Centre/Seaport Plaza) and Directing Recording of Notice of Special Tax Lien," pursuant to which the City Council authorized and levied the Special Taxes within the CFD at the rate and in accordance with the formula set forth in the Rate and Method. N. On December 7, 2020, the Notice of Special Tax Lien for the CFD, which included a description of the facilities and services to be financed by the CFD in Exhibit A and the Rate and Method in Exhibit B, was recorded in the real property records of San Mateo County as Document No. 2020- 140302. AGREEMENT: NOW THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: AccuracX of Recitals. The Parties agree that the foregoing Recitals are accurate. 2. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Levee Agreement. 3. Allocation and Disbursement of the Maintenance District's Maintenance Reserve Funds. The Parties agree that notwithstanding any contrary terms or intent of the Levee Agreement or the Form Purchase Contract, the total funds in the Maintenance District's Maintenance Reserve account shall be transferred to the CFD Maintenance Reserve account as identified in the Levee Agreement, and all such funds shall be allocated and disbursed for the sole and exclusive purpose of paying the cost, including without limitation hard costs and soft costs, to implement and complete the Rip Rap Upgrades, or other repairs or maintenance of the Seaport Levees or Seaport Centre Wet Utilities as mutually agreed to by the Parties, or for the cost of emergency repairs to the Seaport Levees or Seaport Centre Wet Utilities to rectify the consequences of a catastrophic event or Force Majeure that materially affects the functionality of the Seaport Levees or Seaport Centre Wet Utilities. The decision to devote funds in the CFD Maintenance Reserve account to such emergency repairs shall be within the discretion of the City Public Works Department after consultation with the Owners. As used in the Amendment, the term "Seaport Levees" means any and all levees for the protection of Seaport Centre and Seaport Plaza from inundation, any and all retaining walls, and any and all outboard rock slope protection facilities necessary for erosion control together with any and all appurtenances thereto. 4. Consultation. The City consulted the Owners regarding the disbursement of funds from the Maintenance Reserve account as specified in this Amendment, in accordance with the respective requirements of the Levee Agreement including without limitation Section 4(1). 5. Owners' Waiver. The Owners waive any right under the Levee Agreement or the Form Purchase Contract to receive any portion of the Maintenance District's Maintenance Reserve funds or the CFD Maintenance fund as an Initial Acquisition Price Payment in partial satisfaction of the City's payment of the Acquisition Price, provided that such waiver shall not reduce the overall Acquisition Price, which shall be paid in Installment Payments (with interest), as provided in the Levee Agreement and the Purchase ATTY/AGR/2025/AMEND. NO.2 — MASTER SEAPORT LEVEE AGREEMENT REV: 10-15-25 VR Page 3 of 6