GORDON & WILLIAMS, INC. 1A - 2005

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REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT, dated as of , 2005, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA (the "Agency") and the CITY OF SANTA ANA (the "City"); WITNESSETH: WHEREAS, the Agency is a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws has duly proceeded with redevelopment activities within the Central City Redevelopment Project (the "Project Area") within the City; and WHEREAS, the redevelopment plan for the Project Area provides for tax increment financing in accordance with the provisions of Chapter 6, Part 1 of Division 24 of the California Health and Safety Code and Section 16 of Article XVI of the Constitution of the State of California; and WHEREAS, the Agency is authorized, with the consent of the City Council of the City, to pay all or part of the value of the land for and the cost of the installation and construction of any building, facility, structure or other improvements which are publicly owned, upon a determination by the Agency and said City Council that such buildings, facilities, structures or other improvements are of benefit to the Project Area; and WHEREAS, when the value of such land or the cost of the installation and construction of such building, facility, structure or other improvement, or both, has been or will be paid or provided for initially by the City, the Agency may enter into a contract with the City under which it agrees to reimburse the City for all or part of the value of such land or all or part of the cost of such building, facility, structure or other improvement, or both, by periodic payments over a period of years; and WHEREAS, the obligation of the Agency under such contract shall constitute an indebtedness of the Agency for the purpose of carrying out the redevelopment project for the Project Area, which indebtedness may be made payable out of taxes levied in the Project Area and allocated to the Agency under subdivision (b) of section 33670 of the California Health and Safety Code, or out of any other available funds; and WHEREAS, the City has undertaken the financing of certain public parking facilities (the "Project") a portion of which will be of substantial benefit to the Project Area; and WHEREAS, the parties hereto in consideration of their mutual undertakings, past and present, herein and otherwise, desire to provide for repayment by the Agency to the City of the moneys paid as Lease Payments under and as defined in the Lease Agreement (each as hereinafter defined), entered into between the Santa Ana Financing Authority and the City in the amounts specified in Exhibit A attached hereto and incorporated herein, which Lease Agreement provided financing for the Project; and 19014.06