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G. The City desires to lease the Property, and the Developer desires to enter into a lease of the Property for the purpose of development of the Project on the Property on the terms and conditions set forth in this Agreement. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES ACKNOWLEDGE, AND PURSUANT TO THE PROMISES AND COVENANTS SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE, AS FOLLOWS: ARTICLE 1 PURPOSE, PARTIES, PROPERTY, AND USE 1.1 Recitals. The Recitals are hereby incorporated into this Agreement. 1.2 Purpose. The purpose of this Agreement is to set forth the obligations of the Parties and the terms and conditions precedent for the lease of the City Property from the City to the Developer, and the design, development, construction and operation of the Project on the Property. The City has determined that the construction and operation of the Project by Developer within the City will stimulate direct and indirect economic activity within the City, will enhance the quality of life of residents and will provide substantial additional intangible benefits to the City. As such, the development of the Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City, and the health, safety, morals and welfare of its residents and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. 1.3 Parties. 1.3.1 The Ci . The City is the City of Santa Ana, a California charter city. The principal office of the City is located at 20 Civic Center Plaza, Santa Ana, California 92702. 1.3.2 The Developer. The Developer is THRIVE Santa Ana, Inc., a 501(c)(3) tax exempt California public benefit corporation. The principal address of the Developer is located at P.O. Box 1935, Santa Ana, CA 92702. Whenever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided. (a) The qualifications and identity of the Developer are of particular concern to the City, and it is because of such qualifications and identity that the City has entered into this Agreement with the Developer. Except as otherwise provided in this Section 1.3.2, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, and the Developer shall not assign all or any part of this Agreement without the prior written approval of the City, which approval will be in the City's sole discretion exercised in good faith. This Agreement may be terminated by the City if there is any significant change (voluntary or involuntary) in the management or control of the Developer without City's prior written approval, which approval will not be unreasonably 2