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EXHIBIT 2 <br />FORM /SAMPLE REIMBURSEMENT AGREEMENT <br />This Reimbursement Agreement ( "Agreement ") is made this th day of _, <br />2014, by and between the CITY OF SANTA ANA, a California charter city ( "City "), and <br />LLC, a [limited liability company] ( "Business "). City and <br />Business are sometimes referred to herein as the "Parties" or individually as a "Party ". <br />RECITALS <br />A. Business' primary location is in <br />and it does <br />B. Business desires to discuss a potential transaction with City. <br />C. The purpose of this Agreement is to provide for Business to reimburse City <br />for fees and costs incurred by City in evaluating the proposed transaction and documenting <br />an agreement if one is reached between the parties. The parties anticipate that such fees <br />and costs should not exceed Thousand Dollars ($_,000). <br />NOW THEREFORE, in consideration of the mutual covenants set forth herein and <br />the mutual benefits to be derived therefrom, the Parties agree as follows: <br />TERMS <br />1. Incorporation of Recitals. The Parties agree that the Recitals constitute the factual <br />basis upon which City and Business have entered into this Agreement. City and Business <br />each acknowledge the accuracy of the Recitals and agree that the Recitals are incorporated <br />into this Agreement as though fully set forth at length. <br />2. Reimbursement of Costs. Within three (3) days following the date that both Parties <br />have signed this Agreement, Business shall provide City with a deposit of _Thousand <br />Dollars ($ 00), in immediately available funds. City shall use these funds solely for the <br />purpose of paying fees or costs associated with the proposed transaction and shall, upon <br />Business' request, provide an accounting of the expenses. If additional funds are needed <br />for reimbursement, City shall make a written request to Business and Business shall <br />provide payment to City. <br />3. Assignability. This Agreement may not be assigned by either Party without the <br />prior and express written consent of the other Party, which consent shall not be <br />unreasonably withheld or delayed. Any attempted assignment of this Agreement not in <br />compliance with the terms of this Agreement shall be null and void and shall confer no <br />rights or benefits upon the assignee. <br />4. No Prior Agreements and No Oral Modifications. This Agreement represents the <br />entire understanding of City and Business and supersedes all other prior or <br />contemporaneous written or oral agreements pertaining to the subject matter of this <br />Agreement. This Agreement may be modified, only in writing signed by the authorized <br />representatives of both City and Business. <br />25J -9 <br />