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EXHIBIT 5 EXHIBIT D FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE This is a Memorandum of Lease ("Memorandum") made and entered into as of this day of , 20 , by and between the Housing Authority of the City of Santa Ana, a public body, corporate and politic (the "Lessor") and ("Tenant"), residing at upon the following terms: 1. Lease. The provisions set forth in a written lease between the parties hereto dated ("Lease"), are hereby incorporated by reference into this Memorandum. 2. Subject Premises. The Premises which are the subject of the Lease are more particularly described as on Exhibit A, attached hereto 3. Effective Date of Lease. The Lease shall be deemed to have commenced on (the "Effective Date") as set forth within the terms of the Lease. 4. Term. The Term of the Lease shall be Ninety-nine (99) years from the Effective Date as stated in the written Lease. 5. Duplicate Copies of the originals of the Lease are in the possession of the Lessor and Tenant and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Tenant are as follows: If to Lessor: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. BOX 1988 Santa Ana, California 92702 Attn: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Tenant: c/o Shelter Providers of Orange County, Inc. 1130 N. Citrus St. Orange, CA 92867 Attention: Executive Director 6. Purpose. It is expressly understood and agreed by all Parties that the sole purpose of this Memorandum is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Tenant with respect to the City Council 16 — 224 12/7/l 157 9138-126780\1512539.3