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reduction in the amounts of insurance. All public liability, property damage and other casualty
<br />policies shall be written as primary policies, not contributing with or in excess of coverage which
<br />Lessor may carry. All of Lessee's insurance policies shall contain the following provisions:
<br />severability of interest, cross liability, and contingent liability and builder's risk, with respect to
<br />improvements and alterations required or permitted to be made by Lessee under this Lease. The
<br />limits of said insurance shall not, however, limit the liability of Lessee hereunder. If Lessee fails
<br />to maintain or procure such insurance, Lessor shall have the right, but not the obligation, to
<br />procure and maintain the same, at Lessee's sole cost and expense. Lessee and Lessor each hereby
<br />waive any and all rights of recovery against the other, or against the officers, employees, agents
<br />and representatives of the other, for loss of or damage to such waiving party or its property or the
<br />property of others under its control to the extent that such loss or damage is insured against under
<br />any insurance policy required to be carried under this Lease. Each party shall, upon obtaining the
<br />policies of insurance required hereunder, give notice to the insurance carrier or carriers that the
<br />foregoing mutual waiver of subrogation is contained in this Lease, and shall obtain any special
<br />endorsements required at the insuring parry's cost, if any. The parties agree in the event of any
<br />damage to Lessee, the Premises, Lessee's property, and/or any loss to Lessee's employees or
<br />invitees each shall resort to insurance coverage prior to asserting any claim or demand against the
<br />other or its assets. Nothing in this Section shall be deemed to constitute a waiver by the
<br />respective insurance carriers of either Lessee or Lessor of any other remedies available to said
<br />carriers
<br />62. City Agreements. Lessee expressly acknowledges and agrees that in connection with its entering
<br />into this Lease, it is also entering into one or more agreements (collectively, with any extension,
<br />renewal, amendment or replacement thereof, the "City Agreements") with the City of Santa Ana
<br />("City") whereby the City is providing certain funding to Lessee to assist Lessee in complying
<br />with its obligations under this Lease. Any termination or expiration of any of the City
<br />Agreements shall, at the option of Lessor, also be a default by Lessee under this Lease, without
<br />any notice or cure period.
<br />63. Operations/Use, Notwithstanding anything to the contrary set forth in the Form Lease, Lessee
<br />agrees that at all times, the Premises (and the recuperative care and navigation center ("Shelter"))
<br />shall be operated (a) in complete compliance with the attached Exhibit B, (b) in a first class
<br />manner, consistent with the highest quality standards of care, cleanliness and safety for
<br />employees, guests, patients, invitees and neighbors, and with proper levels of experienced
<br />management and staffing, to enable the provision of appropriate programs and assistance for
<br />homeless individuals in the City of Santa Ana, and (c) in full compliance with all applicable local,
<br />state and federal laws, rules and regulations. Furthermore, Lessee covenants and agrees that it
<br />shall not discriminate against any person or group of persons on account of race, disability, color,
<br />creed, religion, sex, marital status, sexual orientation, national origin, or ancestry, in the use,
<br />occupancy, tenure, or enjoyment of the Shelter. Lessee shall refrain from restricting the use of
<br />the Shelter on the basis of the race, age, disability, color, religion, creed, gender, sex, marital
<br />status, sexual orientation, ancestry, or national origin of any person, nor shall Lessee or any
<br />person claiming under or through Lessee establish or permit any such practice or practices of
<br />discrimination with reference to the selection, location, number, use, or occupancy of the Shelter.
<br />Lessee shall comply with the Occupational Safety and Health Act of 1970,29 U.S.C. section 651
<br />et seq., and the Americans with Disabilities Act of 1990, 42 U.S.C. section 12101 et seq., and any
<br />analogous legislation in California (collectively, "the Acts"), to the extent that the Acts apply to
<br />the Shelter and any activities thereon. Without limiting the generality of the foregoing, Lessee
<br />covenants to maintain all non-structural portions of the Shelter including working areas, all
<br />machinery, electrical facilities and the like upon the site in a condition that fully complies with
<br />the requirements of the Acts.
<br />7
<br />12311947. 1148581-00004
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