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the Required Right of Way following its submittal of costs to Costco, Costco shall pay the City fifty percent (50%) of such expenditures. Section 3.10 Cost Certifications. Within six (6) months following the City's acceptance of the Project Improvements, Costco shall submit to the City, in a form reasonably acceptable to the City, for the City's review and approval, three (3) cost certifications (each a "Cost Certification"): (1) a Cost Certification for the Stoneridge Drive and I-680 Project, including a statement of any unreimbursed costs paid by Costco in connection with that project, and (2) a Cost Certification of for JDEDZ Street Improvements. The City shall review the Cost Certifications and shall approve or disapprove the Cost Certifications within forty-five (45) days of receipt. If the City disapproves any item of the Cost Certifications, the City shall allow the undisputed costs, and the City and Costco shall negotiate in good faith to resolve the disapproved items. In the event the City and Costco cannot agree on any item of the Cost Certifications, the City and Costco shall submit the item for final determination by a mutually agreed upon independent third -party auditor (the "Auditor"). The costs of the audit shall be shared equally by the City and Costco and shall not constitute a reimbursable expense for Costco. In the event the Auditor's determination of the disputed item changes a Cost Certification, then the City and Costco shall meet, in good faith, to reconcile the pertinent Cost Certification. The approved Cost Certifications shall constitute the basis for the determination of Costco Construction Costs and Cost Overruns, respectively. Section 3.11 Completion of Project linprovements. No certificate of occupancy will be issued by the City for the Costco Store prior to the substantial completion of the Project Improvements as determined by the City Engineer. ARTICLE 4. COSTCO REIMBURSEMENT Section 4.1 Payment of Stoneridge Drive and I-680 Proiect Costs. Costco shall be responsible for advancing all design and construction costs for the development of the Project Improvements. Reimbursement ofJDEDZ Street improvement costs and up to Seven Hundred Ten Thousand Dollars ($710,000) for costs related to the Stoneridge Drive and i-680 Project shall be reimbursed to Costco pursuant to Section 4.2. The City shall make the following payments to Costco in the amounts and times specified, up to a maximum amount Six Million Four Hundred Thousand Dollars ($6,400,000), for costs related to the Stoneridge Drive and 1- 680 Project: (a) Nine Hundred Sixty Thousand Dollars ($960,000) upon the City Engineer's acceptance of the completed improvement plans and specifications for the Stoneridge Drive and 1-630 Project; (b) One Million Nine Hundred Twenty Thousand Dollars ($1,920,000) upon Costco's certification, and the City Engineer's verification, that the Stoneridge Drive and 1-680 Project is thirty-five percent (35%) complete; 9 1310 0I \3218870.9 2+70)18