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(iv) Provide ultimate improvements to the northbound on -ramp and southbound off-ramp, as such improvements may be designed and approved by CalTrans. Interchange improvements shall be undertaken by the City or others from CalTrans' initial review through design and construction. The Property Owner's obligation shall solely be to fund improvements constructed by others. The City shall attempt to phase interchange improvements in such a manner as to maintain LOS "D" at intersections and ramps while making incremental improvements to the interchange. Funding shall occur at the earlier of (a) when actual work begins or (b) one (1) year following the close of escrow of the final home in the Project. In the event (a) occurs first, funding shall be on a work completed, as- invoiced basis with payment due within forty-five (45) days of Property Owner's receipt of each invoice. In the event (b) occurs first, funding shall be in a lump sum payment. Upon time of final payment by Property Owner, the total amount collected from other developers, from any advances made to date by Property Owner and from funds contributed by any other source(s), including, without limitation, any "Other Regulatory Agencies" (as hereinafter defined), shall be deducted from the final payment. Funding and Reimbursement Mechanism: Starting the Effective Date and continuing for two (2) years following that date, City shall allocate and deposit into a separate account established by the City's Finance Department (the "Bernal Interchange Account fifty percent (50 of all the TDFs collected from other developers for the third (3 year following such date, City shall allocate and deposit into the Bemal Interchange Account forty percent (40 of the TDFs collected from other developers; for the fourth (4 year and fifth (5 year following such date, City shall allocate and deposit into the Bernal Interchange Account thirty percent (30 of the TDFs collected from other developers. Following the fifth (0) year, no TDFs collected from other developers shall be allocated to offset Property Owner's obligation for payment of interchange costs. In addition to funds from other developers, City shall also deposit any funds contributed by any other source(s), including, without limitation, funds contributed by any "Other Regulatory Agencies" (as hereinafter defined). Funds deposited into the Bernal Interchange Account shall be invested in interest bearing instruments and shall be used exclusively for payment of the design and construction costs relating to the interchange improvements. As City incurs environmental, design, and other construction costs pursuant to a CalTrans— authorized and approved design and construction process, and in each case, pursuant to duly authorized, approved and executed design or construction contracts directly relating to the construction of the interchange improvements (the "Eligible Costs City shall pay such Eligible Costs from the Bernal Interchange Account. If, at any time during this period, funds are needed to pay for design and construction of the interchange or for the Bernal Corporate Park Reimbursement, funds shall be used from the Bernal Interchange Account before requesting payment from Property Owner. In no event shall any payment by Property Owner be due until annexation has occurred. In addition, in no event shall any payment by Property Owner be due earlier than eighteen (18) months following the Effective Date; provided, however, if the Bernal Corporate Park Reimbursement becomes due during such eighteen (18) month period and there are insufficient funds in the Bernal Interchange Account to pay the Bernal Corporate Park Reimbursement, Property Owner shall make up the difference. Upon the later of (a) the completion of the interchange improvements or (b) five (5) years following the Effective Date, if 35690/849375v14 15 08125/00