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OAK #4843-3885-9090 v10 17 ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT REV: 05-03-18 PR Page 17 of 93 improved, but substandard, City-owned Maple Street right-of-way located between the Blomquist – City Segment and U.S. Highway 101(collectively, the “Blomquist – County Segment”) as depicted on Exhibit C. The Parties acknowledge that the Blomquist – Developer Segment and Blomquist – County Segment are linked in that construction of one segment, without the other, would not serve the interests of the City or its residents or the inhabitants of the Project. The Parties further acknowledge that Developer’s ability to construct or cause the construction of the portion of the Blomquist – County Segment located on the County-owned property is contingent upon City obtaining an appropriate license or right of entry from the County of San Mateo authorizing Developer and its contractors and subcontractors to enter upon the County property for purposes of performing such work (the “County Authorization”). City shall have until the date on which the final temporary certificate of occupancy has been issued for the Project (“County Segment Outside Date”) to obtain the County Authorization. In no event shall the status of negotiations with the County or the lack of the County Authorization be a basis to deny or delay the issuance or approval of a building permit, certificate of occupancy, or other Project Approval. Regardless of whether City succeeds in its efforts to timely obtain County Authorization, Developer shall be obligated, prior to the County Segment Outside Date, to produce construction and engineering drawings in forms acceptable to City such that City may construct or cause the construction of Blomquist – Developer Segment and Blomquist – County Segment at a later date. If City is able to obtain the County Authorization by the County Segment Outside Date then, to ensure that the construction of the Blomquist – Developer Segment and Blomquist - County Segment is coordinated and appropriately phased with the Project, Developer shall commence construction of the Blomquist – Developer Segment and Blomquist - County Segment on or before the later of (i) ninety (90) days following the date City notifies Developer that City has obtained the County Authorization, or (ii) issuance of the certificate of occupancy for the first residential unit, or such later date as mutually agreed to by the Parties in writing. Developer shall substantially complete the Blomquist - Developer Segment and Blomquist – County Segment within eighteen (18) months after commencement of construction. Notwithstanding anything to the contrary in this Section 3.3.D, in no event shall Developer be required to commence construction of the Blomquist – Developer Segment and Blomquist - County Segment City if Developer, after best efforts, is unable to obtain all required permits and authorizations for such work from regulatory agencies including the U.S. Army Corps of Engineers (the “Non-County Authorizations”). D. If by the County Segment Outside Date City is unable to obtain the County Authorization or Developer is unable to obtain the Non-County Authorizations then, in lieu of constructing the Blomquist - Developer Segment and Blomquist - County Segment, Developer shall pay to City within forty-five (45) days following City’s demand therefor, an amount equal to One-Million Nine Hundred Ninety Two-Thousand Three Hundred and Seventy Dollars ($1,992,370), which amount represents the parties good faith estimate of the hard costs of constructing the Blomquist –Developer Segment and Blomquist –County Segment (“County/Developer Segments In Lieu Payment”). The amount of the County/Developer Segments In Lieu Payment shall be increased on January 1, 2019, and on January 1st of each year thereafter during the Term based on increases in the Default Escalator over the prior one-year period. Developer’s obligation to make the County/Developer Segments In Lieu Payment shall be memorialized in the Subdivision Improvement Agreement and Developer shall be required to post an irrevocable standby letter or credit or other form of security acceptable to City to ensure 6.4.B. - Page 42