GHC BERNAL INVESTORS - REIMBURSEMENT AGMT WEST SIDE BERNAL PROPERTY

B. No later than ten (10) business days prior to the commencement of work on each of the Improvements, or within ten (10) days after the date of the Agreement if work has started and bid prices do not exceed the amounts set forth in Exhibit A, Developer shall submit its contractor's bid price for that Improvement to the City. The City shall have three (3) business days in which to advise the Developer whether the City elects not to proceed with the work. The City's failure to advise will be deemed consent to the work. C. During the course of construction, if changed conditions require an increase in the cost of any of the individual Improvements in excess of 10%, Developer shall meet with City in advance of approving any such changes, and both parties shall agree prior to approval of any such changes. City approval shall not be unreasonably withheld, and any City decision shall be made within three (3) business days of notification. Increases in the cost of the Improvements shall only be allowed due to changed conditions. (1) With regard to item "A" (relocation and upsizing of sanitary sewer main), during the course of construction, if changes and/or increased costs are incurred as a result of the additional depth required for the sanitary sewer main which is part of the relocation of the sanitary sewer main, the City shall pay for such changes and/or additional costs related to changed conditions identified at depths beyond six feet (6') below finished subgrade. Developer shall meet and confer with City in advance of approving such changes and/or additional costs. D. Within thirty (30) days after completion of the Improvements, Developer shall submit to the City Engineer the actual costs of the construction work related to the Improvements, certified by Developer ("Statement of Costs"). Thereafter, the City Engineer shall review the Statement of Costs for appropriateness to determine whether any item in the Statement of Costs is inappropriate or excessive, and that item may be adjusted accordingly. Developer shall be notified in advance of any such adjustment. If the item cannot be resolved to the satisfaction of both the City Engineer and the Developer, the parties shall mutually select a neutral third-party with construction experience who shall make the final determination as to permissible costs. Reimbursement from the City shall be based upon the Statement of Costs as approved by the City Engineer or as finally approved by the neutral third party. Section 3. Ownership of Improvements. Developer shall dedicate the Improvements to the City in conjunction with the dedication of public improvements for Project, and City shall own the Improvements after acceptance by the City Council. Thereafter, Developer shall have the right to connect to and/or use the Improvements in accordance with City regulations and the right to reimbursement for the Reimbursable Costs for the Improvements, as provided herein. GHC Bernal Investors LLC -west Side of Bernal Property Page 2