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ATTACHMENT 5 FIRST AMENDMENT TO JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE TRANSPORTATION IMPROVEMENT AND COST ALLOCATION AGREEMENT This First Amendment to Johnson Drive Economic Development Zone Transportation Improvement and Cost Allocation Agreement(this"First Amendment")is entered into this_ day of June,2022 by and between the City of Pleasanton,a California municipal corporation(the "City"),and Costco Wholesale Corporation,a Washington corporation("Costco"). The City and Costco are collectively referred to herein as the"Parties"and individually as a Party. RECITALS A. The City and Costco entered into that certain Johnson Drive Economic Development Zone Transportation Improvement and Cost Allocation Agreement dated as of February 2,2018(the"Original Agreement"),which sets forth the process for funding, designing,and constructing the traffic mitigation measures on Johnson Drive and Stoneridge Drive that are necessary to serve the twelve parcels comprising the JDEDZ. B. Capitalized terms used in this First Amendment have the meaning ascribed to them in Article 1 of the Original Agreement. C. Installation of the Project Improvements has been substantially delayed due to challenges to the JDEDZ Approvals,however,the Parties have continued to work together to finalize the design of the Project Improvements and the cost estimates for the Project Right of Way acquisition and the construction of the Public Improvements. D. This First Amendment is intended to(i)update the estimate of the costs for the Public Improvements and the Project Right of Way,and(ii)to revise the provisions governing the City's reimbursement obligations for Cost Overruns and Stoneridge Drive Cost Overruns. AGREEMENT NOW,THEREFOR;-in eonsideration of the foregoing recitals,the mutual covenants contained in this First Amendment,and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. Section 4.1. The final paragraph in Section 4.1 of the Original Agreement is deleted in its entirety and replaced with the following: "Should the approved Stoneridge Drive and I-680 Project Cost Certification submitted pursuant to Section 3.10 evidence that Costco expended less than$6,400,000,Costco shall refund to the City within thirty(30)days following approval of the Cost Certification any funds paid to Costco by the City in excess of the actual costs paid by Costco. Notwithstanding the Six Million Four Hundred Thousand Dollars ($6,400,000)limitation contained in this Section 4.1,if the Stoneridge Drive and 1-680 Project Cost Certification indicates that Costco paid Stoneridge Drive Cost Overruns, the City shall reimburse Costco for the Stoneridge Drive Cost Overruns as follows:(i) l 1310\0113299750.1 616122