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EXHIBIT 2 AGREEMENT WITH THE HLLUNHNATION FOUNDATION TO OPERATE A YEAR-ROUND HOMELESS NAVIGATION CENTER AND RECUPERATIVE CARE FACILITY On the 16th day of June, 2020, THIS AGREEMENT was presented to the City Council of the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City") detailing the terms and conditions provided below for The Illumination Foundation ("Contractor"), to operate a year-round homeless navigation center and recuperative care facility. RECITALS A. The City desires to retain a contractor to administer and operate a year-round homeless navigation center and recuperative care facility in the City of Santa Ana (the "Shelter"). B. On January 7, 2020, the City released a Request for Proposals ("RFP") #20-004-063 for the development, construction, and operation of a year-round homeless shelter and navigation center in the City of Santa Ana. A true and correct copy of the RFP is attached hereto as Exhibit A and incorporated herein by reference. C. Contractor has submitted a proposal that was selected by the City for this purpose. Contractor is qualified by experience, preparation, organization, staffing, and management to operate programs on behalf of homeless individuals and is familiar with existing homeless services in the City. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Contractor shall provide all premises, approvals, facilities, labor, staffing, training, equipment, building improvements, services, and items (collectively, the "Services") appropriate and necessary to fully and adequately perform, and shall perform, the Scope of Services established for the Shelter as described in Contractor's proposal to the City, which is attached as Exhibit B and incorporated in full. All Services shall be performed at a site, included within the City's SB-2 zone (Senate Bill 2 Building Homes and Jobs Act), secured by the Contractor and acceptable to the City, and in accordance with the provisions of this Agreement and all applicable local, state, and federal laws, rules, and regulations. b. Contractor shall ensure that all equipment purchased with funds pursuant to this Agreement, and utilized for and at the Shelter, will be disposed of in accordance with the direction of the City (subject to the rights of the landlord under the Lease). In CEM SJD\ 30975-0001\ 699300.3 5/15/2020 A i ;111