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"10. Reimbursement to Developer. Agency shall reimburse Developer up to a total of Three Million Six Hundred Thousand Six Hundred Dollars ($3,600,600.00) (the "Reimbursement Payment") for Developer's Actual Cost (as defined herein) of the Work, subject to any Change Orders (as defined below). As used in this Agreement, "Actual Cost" shall mean the sum of (a) Developer's actual cost of constructing the improvements included in the Work, including labor, material and equipment costs, (b) Developer's actual cost of preparing the construction documents for such Work, (c) the amount of any fees actually paid by Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals for such Work, (d) the Developer's actual, reasonable cost for construction management services for such Work (to be determined by the parties in a separate agreement for such services), and (e) the Developer's actual cost for professional services directly related to the construction of such Work, including engineering, inspection, construction staking, materials testing and similar professional services. In order to receive the Reimbursement Payment for the completed Work, Developer shall deliver to the Agency and the City (a) a written payment request for such Work, together with all attachments and exhibits to be included therewith, (b) a copy of the recorded Notice of Completion of such Work filed in accordance with Section 3093 of the Califomia Civil Code, and (c) an assignment of the warranties and guarantees for such Work as described in Section 10 hereof, in form reasonably acceptable to the City and Agency. Upon receipt of a payment request and accompanying documentation for the Work, the City Engineer shall conduct a review in order to confirm that such Work was constructed in accordance with the approved construction documents and as included in Exhibit C, Guaranteed Maximum Price Budget Estimate (GMP) to verify and approve the Actual Cost of such Work. The cost of each item of work may be adjusted as long as the final cost does not exceed the Grand Total GMP of $3,600,600, provided, however, that if the City has requested a change order for work that was not included within the scope of work upon which the Grand Total GMP of $3,600,600 was calculated by Powers Engineering ("Change Order"), then the amount of the Grand Total GMP shall be adjusted by the amount necessary for such Change Order. The Developer agrees to cooperate with the City Engineer in conducting such review and to provide the City Engineer with such additional information and documentation as is reasonably necessary for the City Engineer to conclude such review. If the City Engineer determines that the Actual Cost specified in such Payment Request as initially submitted exceeds the Developer's actual cost of performing such Work, the Developer shall resubmit such payment request, with the Actual Cost specified therein modified so as to take into account such determination by the City Engineer. Upon confirmation that such Work has been constructed in accordance with the construction documents therefor, and verification and approval of the Actual Cost of such Work, the City Engineer shall sign the payment request and promptly forward the same to the City Manager. Upon receipt of the reviewed and fully signed F:Atty/Ag r/Amendculverl 031903 3