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addition, all equipment furnished to the Contractor by the City and/or purchased by the Contractor with funds pursuant to this Agreement, will be limited to use within the activities outlined by this Agreement and will remain the property of the City (subject to the rights of the landlord under the Lease). Upon termination of this Agreement, Contractor will immediately return all equipment to the City or dispose of it in accordance with the direction of the City (subject to the rights of the landlord under the Lease). 2. EFFECTIVENESS AND TERM OF AGREEMENT a. The Shelter will be located within a 29,503-square foot industrial building on 1.5 acres in an industrial zone at 1815 Carnegie Avenue in Santa Ana ("Site"). This Agreement shall not become effective unless and until the Site for the Shelter and Services has been secured by Contractor as evidenced by a signed lease or other signed written instrument to the City's satisfaction ("Lease"), provided that if the Lease is not executed on or before , 2020, this Agreement shall be void and have no force and effect. The City shall execute a guarantee of only the Base Rent payment obligations of Contractor under the Lease ("Guarantee") for the benefit of the landlord under the Lease. The Lease attached as Exhibit D and the Guarantee attached as Exhibit E are hereby approved by the City. b. This Agreement will commence upon the date first written above ("Effective Date") and continue for two (2) years ("Term"), with the option for the City to grant up to eight (8), one (1) year renewals, exercisable by a writing executed by the City Manager and the City Attorney, for a potential total Term of ten (10) years, unless terminated earlier in accordance with Section 15, below. If this Agreement expires or is terminated, Contractor shall assign the Lease as directed by the City per section 60 of the Addendum to the Lease. C. The City acknowledges that Contractor is entering into the Lease in reliance on the City's performance of its obligations under this Agreement and the Guarantee. The City shall indemnify, defend and hold harmless Contractor from any loss, claim or damage arising out of or resulting from any breach by the City of its obligations under this Agreement or the Guarantee, including without limitation the City's failure to pay sums required hereunder which Contractor will rely upon to fulfill Contractor's obligations under the Lease. The Contractor acknowledges that City is entering into the Guarantee in reliance on the Contractor's performance of its obligations under this Agreement and the Lease. The Contractor shall indemnify, defend and hold harmless City from any loss, claim or damage arising out of or resulting from any breach by the Contractor of its obligations under this Agreement or the Lease, including without limitation the Contractor's failure to operate the Shelter and Services required hereunder which City will rely upon to fulfill City's obligations under the Guarantee. d. At City's request, Contractor has included in the Lease provisions for Contractor's option to purchase the Site, which may be assigned to the City. If City asks Contractor to exercise such option, City shall (i) provide all funds necessary to complete such purpose, whether or not such funds are included in Exhibit C, and SJD\ 30975-0001\ 699300.3 5/15/2020 TALZ ;112