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EXHIBIT 1
<br />FIRST AMENDMENT TO AGREEMENT WITH MERCY HOUSE LIVING `
<br />CENTERS TO OPERATE AN INTERIM EMERGENCY HOMELESS SHELTER
<br />THIS FIRST AMENDMENT to the above -referenced agreement is entered into on October 16,
<br />2018, by and between Mercy House Living Centers, Inc. ("Contractor"), and the City of Santa
<br />Ana, a charter city and municipal corporation organized and existing under the Constitution and
<br />laws of the State of California ("City").
<br />RECITALS
<br />A. The parties entered into Agreement No. A-2018-221, dated September 18, 2018, by which
<br />Contractor agreed to administer and operate an interim, low barrier emergency homeless
<br />shelter in the City of Santa Ana ("Agreement").
<br />B. The City wishes to provide additional indemnification in favor of Contractor relating to certain
<br />of Contractor's obligations under the separate, written lease entered into by Contractor to
<br />secure the premises for Contractor's obligations under the Agreement.
<br />C. The parties now wish to amend the Agreement accordingly.
<br />The Parties therefore agree:
<br />1. Section 8, Indemnification, is deleted in its entirety and replaced in its entirety with the
<br />following:
<br />City and Contractor agree to indemnify, defend, and hold harmless each other,
<br />including their respective officers, directors, employees, representatives, agents,
<br />successors, and assigns, from and against all claims, demands, obligations,
<br />damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs, and expenses (including, without limitation, reasonable attorney's
<br />fees) (collectively, "Claims and Damages") to the extent arising out of their
<br />respective breach of this Agreement and/or negligence or willful misconduct in the
<br />performance of their respective obligations under this Agreement. Additionally,
<br />and notwithstanding the foregoing mutual indemnification, City shall also
<br />independently indemnify, defend, and hold Contractor (and its officers, directors,
<br />employees, representatives, agents, successors, and assigns) harmless from any and
<br />all Claims and Damages to which Contractor may become subject under the written
<br />lease entered into by Contractor to secure the premises for its obligations under this
<br />Agreement, which such Claims and Damages for the purposes hereof shall include,
<br />without limitation, any payments of rent, monies, lost profits, or other
<br />consequential damages arising from any holdover and failure to timely surrender
<br />and vacate the premises and deliver possession of the premises to the Lessor thereof
<br />at the time and in the manner and condition required by such lease. The property
<br />owner (Lessor) from which Contractor leases the premises for Contractor's
<br />obligations under this Agreement shall be considered a third party beneficiary of
<br />this indemnification by City with respect to such payments of rent, monies, lost
<br />profits, or other consequential damages arising from holdover and failure to timely
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