MARDEL - COST REIMBURSEMENT AGREEMENT

Section 1. Improvements. The Improvements to be constructed, installed, and financed by the Developer will benefit other properties in addition to the Property. The Improvements will also benefit existing City water distribution and sanitary sewer facilities. Section 2. Reimbursable Costs. (a) An estimate of the costs for the construction of the Improvements and other related items is set forth in Exhibit A. Within sixty (60) days after completion of the Improvements, Developer shall submit to the City Engineer of the City the actual costs of the construction work and related items incurred for the Improvements, certified by Developer ("Statement of Costs"). Thereafter, the City Engineer shall review the Statement of Costs for appropriateness using a standard of reasonableness based upon normal and accepted costs in the construction industry. (b) If the City Engineer determines that any item in the Statement of Costs is inappropriate or excessive, the item may be adjusted accordingly. Developer will be notified in advance of any proposed adjustment, and shall have an opportunity to present additional evidence to justify the costs. If the matter cannot be resolved to the satisfaction of both the City Engineer and the Developer, the parties shall jointly select a neutral third party with experience in construction matters, who shall make the final determination as to permissible costs. Reimbursement 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 upon completion. Thereafter, Developer shall have the right to use the Improvements in accordance with local and State regulations and the right to reimbursement for the Reimbursable Costs for the Improvements, as provided herein. Section 4. Reimbursement. (a) For the water main improvements, Developer shall be entitled to reimbursement from the City for 100% of the costs attributable to the approximately 1,4091ineal feet of water main (from Foxborough Circle to the re-aligned Vineyard Avenue]). The City shall reimburse the Developer from the City's Water Expansion Fund, within the time frame set forth in Section 5, below. The City may seek reimbursement of the Water Expansion Fund from other development which hooks into the water system and benefits from the water Improvements. (b) For the sanitary sewer main improvements, Developer shall be entitled to reimbursement from the City for 100% of the costs attributable to the approximately 780 lineal feet of sanitary sewer main (from Foxborough Place to emergency vehicle access 2