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(a) "Cost Overruns"means the amount of the final costs of the JDEDZ Street Improvements that exceed the Preliminary Cost Estimate but exclude any Stoneridge Drive Cost Overruns. (p) "Effective Date"is defined in Section 2.1. (q) "Final Cost Estimate" is defined in Section 3.2. (r) "Fiscal Year"means the fiscal year of City beginning on July I and ending on June 30 of each year. (s) "Force Majeure Event"is defined in Section 4.6. (1) "Improvement Agreement"means the agreement between the City and Costco under which Costco commits to constructing the Project Improvements,and including, without limitation the provisions specified in Attachment 6. (u) "Indemnitees"means City and its officers,officials, employees, volunteers,representatives,attorneys,and consultants. (v) "JDEDZ Approvals" is defined in Recital C. (w) "JDEDZ Street Improvements" is defined in Recital D. (x) "JDEDZ Transportation Fee"is defined in Section 3.8(c). (y) "Law(s)"means any and all applicable laws,ordinances,statutes,codes, rules,regulations,orders and decrees,of the United States, the State of California,the County of Alameda,City, or any other political subdivision in which the Site is located,and of any other political subdivision, agency or instrumentality exercising jurisdiction over City, Costco or this Agreement, including the California Environmental Quality Act, California Public Resources Code sections 21000 et.seq. ("CEQA'"), CEQA guidelines,and implementing regulations(all as amended from time to time); labor laws and standards(including Prevailing Wage Laws); Public Contracts Code requirements; City's Municipal Code(including zoning and development standards;the Uniform Building Code(with City modifications)and other building,plumbing, mechanical and electrical codes;disabled and handicapped access requirements(including the Americans With Disabilities Act,42 U.S.C. section 12101,et seq.,Government Code section 4450,et seq., Government Code section 1 1 135,et seq.,and the Unruh Civil Rights Act,Civil Code section 51, et seq.);and all provisions consolidating,amending, replacing, succeeding or supplementing any of the foregoing. (z) "Stoneridge Drive Cost Overruns"means design,construction and right of' way costs attributable to the Stoneridge Drive and 1-680 Project that are in excess of 57,110,000. (aa) "Opening"means the date that the Costco Store opens for business for sales and services to Costco customers during normal business hours. (bb) "Party" means either the City or Costco. 4 {3100112218870.8 217!2018