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up to Five Million Two Hundred Thousand Dollars($5,200,000)within sixty(60) days following approval of the Cost Certification,and(ii)any Stoneridge Drive Cost Overruns in excess of Five Million Two Hundred Thousand Dollars($5,200,000)shall be paid to Costco in accordance with Section 4.3." 2. Section 4.2(c). Section 4.2(c)of the Original Agreement is deleted in its entirety and replaced with the following: "The City shall reimburse Costco for the City's portion of any Cost Overruns,as specified in Section 3.5, in accordance with the Costco reimbursement provisions set forth in Section 4.3." 3. No Other Changes Except as provided in this First Amendment,all terms and conditions of the Original Agreement shall continue in full force and effect. Only those provisions of the Original Agreement specifically amended herein shall be affected by this First Amendment. 4. Counterparts. This First Amendment may be executed in two or more counterparts,each of which shall be deemed an original,but all of which taken together shalt constitute one and the same instrument. 5. Modifications. Any alteration,change, amendment or modification of or to this First Amendment, in order to become effective,shall be made in writing and in each instance signed on behalf of each Party. 6. Severability. If any provision of this First Amendment or the application thereof to any person,entity or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this First Amendment,or the application of such provision to persons,entities or circumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby,and each other provision of this First Amendment shall be valid and be enforceable to the full extent permitted by Law. 7. Applicable.,Law_The.laws-of the State of California,without regard to conflict of laws principles,shall govern the interpretation and enforcement of this First Amendment. 2 1310\01\3299750A 616/22