Agmt22 County of San Mateo 1402 Maple St. Amended and Restated License Agmt.

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Page 1 of 15 ATTY/AGR/2022.014.08/TRI-PARTY AGREEMENT REV: 01-25-2022 VR AMENDED AND RESTATED LICENSE AGREEMENT (1402 Maple) THIS AMENDED AND RESTATED LICENSE AGREEMENT ("Agreement") is dated for convenience January 24, 2022, and effective at the closing of the transactions contemplated by the Exchange Agreement (defined below) (the “A&R Effective Date”), by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("CITY''), and the COUNTY OF SAN MATEO, a political subdivision of the State of California ("COUNTY"), and as of the A&R Effective Date amends and restates in full that certain License Agreement, dated November 16, 2020 (“Original Effective Date”) between CITY and COUNTY. RECITALS A.CITY owns that certain undeveloped real property commonly known as 1402 Maple Street, Parcel Number 052-392-590, Redwood City, California ("City Property") as depicted in Exhibit "A" attached hereto and incorporated herein by reference. B.On April 16, 2012, CITY and COUNTY executed a License Agreement ("2012 License") pursuant to which COUNTY uses a portion of the City Property for construction storage and staging activities in connection with development of the adjacent County Jail facility. The term of the 2012 License expired on February 28, 2015, and COUNTY has been holding over under the terms of that 2012 License. C.CITY has committed a portion of the City Property for other uses, including to provide temporary recreational vehicle (RV) parking facilities to provide safe parking for the homeless population living in their RV. D.CITY is willing to continue providing to COUNTY a license to use the a portion of the City Property not used by CITY or other parties (“License Area”)as depicted in Exhibit "B" attached hereto and incorporated herein by reference for job site trailers, vehicle and equipment storage and as of the A&R Effective Date certain other uses, all on the terms set forth herein. E.CITY and COUNTY also desire (i) to establish a minimum fixed term for COUNTY’s rights to the License Area, rather than the prior fully revocable license, and (ii) as part of an overall multi- agreement transaction (including without limitation that certain Tri-Party Implementation Agreement dated on or about the date hereof (“Tri-Party Agreement”) among CITY, COUNTY, and 1548 Maple LLC, a Delaware limited liability company (“Developer”), as to which this Agreement is an attachment), establish a different license fee. F.CITY and COUNTY now desire to amend and restate the Agreement with respect to the License Area, to be effective as of the A&R Effective Date. NOW, THEREFORE, the parties agree as follows: AGREEMENT 1.Termination of 2012 License.The 2012 License is hereby terminated as of the Original Effective Date, except that the obligations of Tenant under Section 14 of the 2012 Lease shall survive its termination with respect to any claims or liability arising during COUNTY's continued use and occupation as a licensee and hold-over occupant of the City Property under the 2012 License. 2.Use. For good and valuable consideration, receipt of which is hereby acknowledged, starting on October 5, 2020 ("Commencement Date"), CITY grants to COUNTY a personal (except as provided in Section 17 below), non-exclusive and non-possessory privilege and license ("License") to enter upon and use that portion of the City Property identified as the License Area on the Site Plan attached hereto as Exhibit "B" and incorporated herein, for the limited purpose and subject to the terms, conditions and