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AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Panics agree as follows: ARTICLE 1. DEFINITIONS Section L I Definitions. In addition to the terns defined elsewhere in this Agreement, the following capitalized words shall have the following meanings: (a) "Agreement" means this Johnson Drive Economic Development Zone Transportation improvement and Cost Allocation Agreement. (b) "Auditor" is defined in Section 3.10. (c) "City" is defined in the preamble. (d) "City Engineer" means the City Engineer or his or her designee. (e) "Cost Certification" is defined in Section 3.10. (f) "Costco' is defined in the preamble. (g) "Costco Acquisition Costs" is defined in Section 3.9. (h) "Costco Construction Costs" means (i) the actual out of pocket costs paid by Costco to third parties related to the design and construction of the JDEDZ Street Improvements, excepting costs to pay Cost Overruns as further specified in this Agreement and (ii) the actual out of pocket unreimbursed costs, up to Seven Hundred Ten Thousand Dollars (S7 10,000), paid by Costco for Stoneridge Drive and 1-680 Project costs that do not constitute Stoneridge Drive Cost Overruns. (i) "Costco Contribution Amount" is defined in Section 4.2. (j) "Costco Reimbursement Amount is defined in Section 4.2. (k) "Costco Right of Way" means the portion of the Costco Site to be dedicated to the City to allow for the JDEDZ Street Improvements adjoining the Costco Site shown on Attachment 5. (1) "Costco Sales Tax Share" means forty percent (40%) of the Sales Tax generated by Costco at the Costco Site during the Tenn of this Agreement. (m) "Costco Site" means the real property at 7200 Johnson Drive. (n) "Costco Store" means that wholesale and general merchandise store owned by Costco and located on the Costco Site. 1310 W2218870.8 2nt2o1s