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The City agrees, subject to County approval, that the construction by the Owners of any Roth Road and Caltrans improvements in connection with the Project shall entitle the Owners to a credit against any traffic fees imposed for the Project by the County. Owners shall not, however receive a credit to offset the 1-5/Rath Road Mitigation Fee. 2. Road improvements by Kelley. Only those road improvements required to be made by Kelley as set forth in the Conditions approved by San Joaquin County for its approval of the Use Permit will be required by the City. Kelley shall not be obligated to pay for or construct any road improvements for the future relocation of Manthey Road. Kelley shall not be required to dedicate any land for the future relocation of Manthey Road. Kelley hereby agree to dedicate a right of way from Roth Road along the northern frontage of the Project and to provide for improvement set forth in the Conditions approved by San Joaquin County for the issuance of the Use Permit. Provided, however, Kelley is only responsible for constructing the interim improvements on the future Roth Road ROW within its property lines as part of the current project. Further, it is understood that the initial development in the future Roth Road ROW along KSC's north property line will conform to the proper width, but the road shall remain private for the exclusive use by KSC until such time as the widening of Roth Road to its full width has been designed, approved, and permitted. KSC will agree to transfer that land to the City of Lathrop at that time through a dedication. Provided the design is certified by a licensed traffic engineer and includes permanent channelizing features, the City agrees to allow KSC to modify the lane alignment on the existing portion of Roth Road between the freeway ramps along the west side of 1-5 to KSC's property, which provision had been discussed and agreed to previously with the County. A sketch, Exhibit "B" titled "Roth Rd — Partial L-9 Mod" attached hereto, is provided to illustrate the proposed solution to the alignment requirement. At the time the Roth Road extension is widened to its ultimate size, Roth Road extensions shall be dedicated for Public use to be aligned and improved to City, County and State standards. These Rath Road extension improvements shall remain a private driveway access until the earlier of Z.) Manthey Road is relocated to intersect Roth Road at or near the West end of the Project or 2.) Roth Road is needed by the City or County to serve property to the West or North of the Project. City shall design the re-aligned S. Manthey to provide full turning access to the existing S. Manthey at or near the intersection of the two streets. This intersection shall provide full access to the KSC property. KSC agrees to provide an interior traffic design which will not allow straight through access to Roth Road. In addition City agrees that KSC may also access the re-aligned S. Manthey directly from the KSC western property line to the new road south of the future intersection of S. Manthey and Roth Road extension in the approximate location shown on the sketch attached as Exhibit "B". Such access shall include full turning movements, and will be subject to applicable traffic standards (similar to the design at Harlan Road/Lathrop Road on the north side of Lathrop Road).The City shall be responsible for all work in the City ROW, provided, however, that Kelley shall design and construct project driveway access to City specifications and shall be responsible for all work outside the City ROW for this access. Exhibit "B", titled "Roth Rd — Partial L-9 Mod," is a sketch of the contemplated re- alignment of the new S. Manthey Rd. to "T" into old Manthey Rd. This depicts the anticipated access to KSC's site from the south and provides for full truck movements. 2