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10. Reimbursement to Developer. Agency shall reimburse Developer up to a total of One Million Two Hundred Twenty Thousand Dollars ($1,220,000.00) (the "Reimbursement Payment") for Developer's Actual Cost (as defined herein) of the Work. 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 (as the parties shall agree), 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. City and Agency shall loan funds to Developer for the actual costs of necessary abatement of hazardous materials and demolition at the Project Site in the approximate amount of Four Hundred Twenty-five Thousand Five Hundred Dollars ($425,500) (the "Abatement/Demolition Costs"), plus soft costs. Developer shall repay the Abatement-Demolition Funds in full at the time he pays the Developer's Share of the Acquisition Budget, excluding the asbestos remediation for the exterior of the building located at the corner of Broadway and Jefferson Street (known as the '~Vay to Go" building). Developer's repayment of the Abatement/Demolition Costs shall be a condition precedent to conveyance of any title to any property or air rights parcel to Developer pursuant to the DDA. Developer's failure to repay the Abatement/Demolition Costs in full shall constitute a Default under the DDA. 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 California 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 B, 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 of $1,220,000. 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 F:Atty/AgdAgr. 150 081503 '7