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REIMBURSEMENT AGREEMENT <br />This Reimbursement Agreement ( "Agreement') is dated 2017, <br />for reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a <br />California charter city in the County of Orange of the State of California ( "City "), and CARIBOU <br />INDUSTRIES, INC., a Nevada Corporation ( "Developer "). City and Developer are sometimes <br />referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This <br />Agreement is entered into by the Parties with reference to the following recited facts (each, a <br />"Recital "): <br />RECITALS <br />A. City and Developer are parties to an Exclusive Negotiation Agreement, dated <br />, 2017 (the "Negotiation Agreement "), pursuant to which City and <br />Developer have entered into discussions necessary to evaluate the Project and to negotiate <br />a DDA, if any. Capitalized terms used but not defined in this Agreement have the meaning <br />assigned to them in the Negotiation Agreement. <br />B. The Parties desire to enter into this Agreement to establish the terms and conditions upon <br />which Developer will reimburse City for bona fide, actual costs paid and/or costs accrued in <br />connection with and directly related to the Project and the negotiation and execution of the DDA, <br />if any, such as expenses for engineers, architects, financial consultants, legal, planning and <br />other consultants and contractors retained by the City ( "Eligible Expenses "). <br />NOW THEREFORE, in consideration of the mutual covenants set forth herein and the mutual <br />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 basis <br />upon which City and Developer have entered into this Agreement. City and Developer each <br />acknowledge the accuracy of the Recitals and agree that the Recitals are incorporated into <br />this Agreement as though fully set forth at length. <br />2. Reimbursement of Costs. Developer agrees to reimburse the City for Eligible Expenses, <br />up to a maximum of Fifty- Thousand Dollars ($50,000.00), payable within thirty (30) days <br />after receipt by Developer of written documentation from City evidencing such Eligible <br />Expenses. <br />3. Assignability. This Agreement may not be assigned by any Party without the prior and <br />express written consent of the other Parties, which consent shall not be unreasonably <br />withheld, conditioned 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 entire <br />understanding of City and Developer with respect to the subject matter hereof and <br />supersedes all other prior or contemporaneous written or oral agreements pertaining to the <br />Exhibit <br />25J -19 <br />