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EXHIBIT 1 <br /> MASTER REIMBURSEMENT AGREEMENT <br /> BETWEEN <br /> CITY OF SANTA ANA <br /> AND <br /> ORANGE COUNTY SANITATION DISTRICT <br /> This cooperative cost reimbursement agreement ("Agreement") is made <br /> and entered into as of August 5, 2025 ("Effective Date"), by and between the City of <br /> Santa Ana (a municipal corporation organized and operating under the laws of the State <br /> of California with its principal place of business at 20 Civic Center Plaza, M-21, Santa <br /> Ana, California 92701) ("City") and Orange County Sanitation District (a municipal <br /> corporation organized and operating under the laws of the State of California with its <br /> principal place of business at 18480 Bandilier Circle, Fountain Valley, California <br /> 92708) ("OC San"). City and OC San are hereinafter sometimes referred to <br /> individually as "Party" and collectively as the "Parties". <br /> RECITALS <br /> WHEREAS, City initiates any particular street rehabilitation project ("Project") to <br /> improve pavement conditions City-wide; and <br /> WHEREAS, City's Projects routinely involve the adjustment of OC San's manhole <br /> frames and covers ("Manhole Adjustments") that are within the Project's area; and <br /> WHEREAS, City has agreed to perform the Manhole Adjustments as part of its <br /> Projects and seek reimbursement from OC San for the costs associated with the Manhole <br /> Adjustments ("Manhole Adjustment Costs"); and <br /> WHEREAS, OC San has agreed to reimburse City for the Manhole Adjustment <br /> Costs; and <br /> WHEREAS, the Parties desire to enter into this Agreement to establish the general <br /> terms for OC San's to reimburse the City for the Manhole Adjustment Costs. <br /> NOW, THEREFORE, the Parties agree as follows: <br /> AGREEMENT <br /> 1. Incorporation of Recitals. The recitals above are true and correct, and are <br /> hereby incorporated herein by this reference. <br /> 2. Scope of Agreement. This Agreement applies to any City Project that <br /> involves Manhole Adjustments. For each Project where Manhole Adjustments are <br /> required, the City will include the Manhole Adjustment Cost in its Project scope. <br /> 3. Term. This Agreement shall commence on the Effective Date and continue <br /> for a term of ten (10) years from the Effective Date, unless terminated earlier in <br /> accordance with Section 16, below. <br /> Page 1 of 7 <br /> 55880.00002\43166451.1 <br />