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REIMBURSEMENT AGREEMENT <br />THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into on <br />September 17, 2019 by and between the CITY OF SANTA ANA, a charter city and municipal <br />corporation duly organized and existing under the Constitution and laws of the State of <br />California ("City") and PR/BROADSTONE HERITAGE I LLC, a Delaware limited liability company <br />("Developer"). City and Developer are individually referred to herein as "Party" and together <br />referred to herein as "Parties." <br />WITNESSETH <br />WHEREAS, City previously entered into or concurrently is entering into that certain <br />Grade Crossing Signal Installation Agreement ("Crossing Agreement") with BNSF RAILWAY <br />COMPANY, a Delaware Corporation ("Railroad"), BNSF File No. BF30011783, to provide for the <br />improvement of a railway crossing on Dyer Road between Red Hill Avenue and Pullman Street <br />("Crossing"). <br />WHEREAS, Developer is the developer of property in the City at the intersection of Dyer <br />Road and Red Hill Avenue ("Development") that has received various approvals from the City. <br />WHEREAS, City has imposed a condition on the Development requiring Developer to <br />reimburse the City for its costs for the Crossing work under the Crossing Agreement, the <br />estimate for which is $296,940, as detailed in the Crossing Agreement. <br />NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: <br />1. Recitals. The recitals are true and correct, and are incorporated into this <br />Agreement as though fully set forth as terms of this Agreement. <br />2. Payment. Developer hereby agrees to pay to City all amounts owing by the City <br />to the Railroad under the Crossing Agreement within thirty (30) days following Developer's <br />receipt of written request by the City evidencing City's obligation to pay such amounts to <br />Railroad under the Crossing Agreement. <br />3. Documentation. The City shall promptly submit to Developer all correspondence <br />and documentation provided by Railroad to City. City shall not amend or modify the Crossing <br />Agreement without first obtaining Developer prior written consent. <br />4. Agreement Binding. This Agreement shall be binding upon and for the benefit of <br />the Parties and their respective agents, assigns, directors, employees, executors, officers, <br />representatives, and successors. <br />1205062.01/OC <br />372942-00005/8-28.19/mrf/kp 1 <br />