ST. JOSEPH AND TALLER SAN JOSE (REIMBURSEMENT AGMT) - 2014

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A -2014 -221 This Reimbursement Agreement ( "Agreement ") is made this I 71 day of September, 2014, by and between the City of Santa Ana, California, a municipal corporation organized as a charter city ( "CITY "), St. Joseph Health System, a California nonprofit public benefit corporation ( "SHIS "), and Taller San Jose, a California nonprofit public benefit corporation ( "TSX ). SJHS and TSJ are together referred to as ("DEVELOPER'). CITY and DEVELOPER are sometimes referred to herein as the "Parties" or individually as a "Party" RECITALS A. CITY and DEVELOPER are parties to an Exclusive Right to Negotiate Agreement, dated September I2 ", 2014 (the "Negotiating Agreement "), pursuant to which CITY and DEVELOPER have entered into discussions necessary to evaluate the Project and to negotiate a Development Agreement, if any. Capitalized terms used but not defined in this Agreement have the meaning assigned to them in the Negotiating Agreement. B. The Parties desire to enter into this Agreement to establish the terms and conditions upon which DEVELOPER will reimburse CITY for bona fide, actual costs paid and/or costs accrued in connection with and directly related to the Project and the negotiation and execution of the Development Agreement, if any, such as expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors retained by the CITY ( "Eligible Expenses"), NOW THEREFORE, in consideration of the mutual covenants set forth herein and the mutual benefits to be derived therefrom, the Parties agree as follows: TERMS 1. Incorporation of Recitals. The Parties agree that the Recitals constitute the factual basis upon which CITY and DEVELOPER have entered into this Agreement. CITY and DEVELOPER each acknowledge the accuracy of the Recitals and agree that the Recitals are incorporated into this Agreement as though fully set forth at length. 2. Reimbursement of Costs. DEVELOPER agrees to reimburse the CITY for Eligible Expenses, up to a maximum of Forty- Thousand Dollars ($40,000.00), payable within thirty (30) days after receipt by DEVELOPER of written documentation from CITY evidencing such Eligible Expenses. If (a) CITY terminates the Negotiating Agreement without cause or (b) DEVELOPER terminates the Negotiating Agreement for cause pursuant to Section 11.3 of the Negotiating Agreement, CITY agrees that it shall refund to DEVELOPER the amount of any Eligible Expenses that DEVELOPER has paid within ten (10) days of such tenmination. DEVELOPER acknowledges and agrees that expiration of the Negotiation Period as set forth in Section '12(a) of the Negotiating Agreement shall not constitute without cause termination of the Negotiation Agreement for purposes of this Section. 3. Assignability. This Agreement may not be assigned by any Party without the prior and express written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment of this Agreement not in