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65B - HOMLESS SHELTER
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 16, 2020 TITLE: APPROVE A TWO-YEAR OPERATIONAL AGREEMENT WITH EIGHT, ONE-YEAR RENEWAL OPTIONS WITH ILLUMINATION FOUNDATION TO OPERATE A YEAR ROUND HOMELESS NAVIGATION CENTER AND RECUPERATIVE CARE FACILITY AT 1815 CARNEGIE AVENUE IN AN AMOUNT NOT TO EXCEED $38,099,351 AND AUTHORIZE THE CITY MANAGER TO EXECUTE FUTURE FUNDING RELATED AGREEMENTS (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2111 Reading ❑ Implementing Resolution ❑ Set Public Hearing For rK•�►nutn�.>rc. FILE NUMBER Authorize the City Manager to execute a two-year Operator Agreement, with eight, one-year renewal options, with Illumination Foundation to operate a Year -Round Homeless Navigation Center and Recuperative Care Facility at 1815 Carnegie Avenue in Santa Ana, for $4,000,000 in one-time costs for tenant improvements and structural work, $591,289 for one-time start-up costs, and $3,155,367 for on -going operational costs per year with an annual CPI adjustment of 1.5%, for a total not -to -exceed amount of $38,099,351 over ten years, including Guaranty of Lease for fifteen years, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute any/all future agreements required by County, State or Federal Agencies for the use of HEAP, HHAP, PLHA, ESG, HHAP COVID-19, ESG-CV, ESG CV 2, CDBG-CV and any/all other homeless -related funds available. 3. Determine that this action is categorically exempt from CEQA pursuant to California Environmental Quality Act (CEQA) Guidelines Sections 15301 (categorical exemption for existing facilities), 15303 (categorical exemption for new construction or conversion of small structures), 15304 (categorical exemption for minor alterations to land), and 15332 (categorical exemption for in -fill development projects). 65B-1 Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 2 DISCUSSION On October 1, 2019, the City Council authorized the City Manager to execute a settlement agreement with the Orange County Catholic Worker, an unincorporated association, to resolve claims pertaining to homelessness in United States District Court Case No. SACV 18-0155-DOC (JDE). This action by the City Council followed the federal lawsuit that was filed by the Orange County Catholic Worker to halt efforts by the County of Orange to remove homeless encampments along the Santa Ana Riverbed and prevent neighboring cities from citing or arresting those individuals who violated local ordinances prohibiting camping in public areas. The lawsuit named the County of Orange, as well as the cities of Anaheim, Costa Mesa, and Orange, as defendants, but the City of Santa Ana elected to intervene in the litigation as a defendant in order to influence these settlements more effectively. The settlement agreement with Orange County Catholic Worker acknowledges that the City currently operates an interim 200-bed shelter at The Link and that the City intends to establish another shelter with 200 to 250 beds to replace The Link. To comply with the settlement agreement, on January 7, 2020, the Santa Ana Community Development Agency ("CDA") 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 (Exhibit 1). The RFP was on both the Community Development Agency website and Planet Bids; an e-mail was sent to Orange County's network of homeless shelter operators and service providers; and an electronic letter was e-mailed to interested shelter operators and service providers. The deadline for the RFP closed on Tuesday, February 25, 2020 at 2:00 p.m. The City received the following two proposals prior to the deadline: Illumination Foundation Propose to develop a 200 bed shelter with scalability for up to 250 within an existing 29,503 s . ft. industrial building on the east side of the 55 Freeway. Jamboree Housing Corporation Propose to create a new smaller shelter with 75 beds while linking the new smaller shelter with permanent supportive housing. Their approach involves 75 new permanent shelter beds plus 89 permanent supportive housing units at Jamboree's North Harbor Village motel conversion project on North Harbor Boulevard, together with 52 studio apartments to be located at WISEPlace, and 101 studio apartments to be developed on East 1st Street. Deliberative Selection and Review Process The Executive Director of the Community Development Agency and the Homeless Services Manager reviewed each proposal ensuring compliance with RFP requirements. Staff invited both organizations to present their proposals via video (due to the COVID-19 pandemic). The video presentations were informative to add clarity to the written proposals. There were two distinctions within the Illumination Foundation's proposal (Exhibit 2) separating it from Jamboree Housing Corporation's proposal. The first was the configuration of their proposed emergency shelter and the second distinction was the location. Jamboree Housing proposed a configuration of shelter beds at three separate sites located on Harbor Boulevard, First Street, and 65B-2 Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 3 N Broadway, while Illumination Foundation proposed a configuration of all shelter beds at one site located on the east side of the 55 Freeway near the existing shelter, The Link. Based on this "one site" configuration and location near The Link, staff moved its focus to the Illumination Foundation's proposal, thereby eliminating Jamboree Housing from further consideration. Staff then commenced negotiations with Illumination Foundation to rework their proposal to meet the City needs for the next ten years, focusing upon funding alternatives, COVID- 19-related refinements, and a recuperative care option that would lower the City's overall costs. Additionally, staff negotiated a purchase option. Illumination Foundation Proposal Illumination Foundation proposes to operate a Year -Round Homeless Navigation Center and Recuperative Care Facility (HSNC) located at 1815 Carnegie Avenue in Santa Ana for $4,591,289 for tenant improvements, structural work and startup costs and $3,155,367 for operational costs per year with an annual CPI adjustment of 1.5%. The HSNC will provide a total of 200 beds for individuals, couples, families with children, transitional -aged youth, and special needs populations who are homeless in the City of Santa Ana. The beds are inclusive of 150 Navigation Beds funded by the City of Santa Ana using 7 non - General Fund sources, and 50 Recuperative Beds funded by CalOptima, and the ability to scale up to 250 beds to comply with the City's settlement agreement. The HSNC will include supportive service programs designed to provide a safe environment for those experiencing homelessness on the streets of Santa Ana, and a pathway to transition into permanent housing. The proposal from Illumination Foundation outlines the costs as follows: Illumination Foundation Proposal Building Purchase Price Illumination Foundation Cost $9 200 000 Tenant Improvements $4,000,000 Start Up Costs $591,289 Navigation Center Beds 150 Recuperative Beds 50 Year 1 Operational Costs $3,155,367 1 City Purchase Option $8,200,000 + 50% of CPI 1 Annual consumer race Incex (W-1) Ha/ustment or I.b% For cost comparison purposes, The Link's first year expenses totaled $3,694,039. The largest costs associated with The Link shelter included staffing, security, lease payments, utilities, waste management, transportation, janitorial, and meals. Therefore, the relative costs for Illumination Foundation to operate the proposed shelter are similar to the costs of the Link. Notwithstanding, the Link's second year expenditures will increase due to additional expenses incurred by the operator during the COVID-19 period. Opt Out Option The Operator Agreement details the terms and conditions provided below for The Illumination Foundation ("Contractor") to operate a year-round homeless navigation center and recuperative care facility. This is set for a two-year term, with eight one-year renewal options, for a potential total L• Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 4 term of 10 years. This will provide the City with regular opportunities to change operators if necessary. The Guaranty of Lease details the terms and conditions of how the City will guarantee the prompt payment for the lease until the lease expires or is terminated. The Guarantee of Lease may be terminated by the Guarantor upon sixty days written notice of termination to Lessor if any of the following shall occur: a) Lease expires or is terminated for any reason or no reason whatsoever; b) The Close of Purchase Option Escrow as defined in the Lease Addendum; c) The subject property for any reason ceases to be used as a Year -Round Homeless Navigation Center and Recuperative Care Facility; or, d) Any of City's funding sources for homeless services are reduced by 25% or more In order to allow the City to move forward with another operator under the lease, language has been added that Illumination Foundation shall assign the lease as directed by the City. Purchase Option As a means of securing our long-term investment in providing housing, the Agreement allows the City to purchase the property if the City determines that services may continue for a period longer than 10 years, or if the City is allocated a new source of revenue for homeless services. The current building purchase price of $9,200,000 reflects the value of the building including a $1,000,000 premium for the existing Regulatory Safety Permit (RSP) that will be relocated to another site. Upon the relocation and site control of the RSP holder, the value of the property decreases to $8,200,000. The City's purchase option calculation will be based on the $8,200,000 value. If the RSP is properly relocated, the City's purchase option for the property will calculated at a price of $8,200,000 plus an amount equal to 50% of the increase in the Consumer Price Index for all Urban Consumers for the Los Angeles -Anaheim -Riverside area from May 2020 ("Base Index") to the date of the Notice of Exercise. ). During the initial term of the Purchase Option Period, beginning the 13th month, and continuing through the 5th anniversary of the Lease effective date, the Purchase Price shall also include any costs incurred by the Lessor in purchasing the Property, up to one hundred and fifty thousand dollars ($150,000.00). The decision for the City to purchase will also provide at least 90-120 days for Lessor to locate an exchange property prior to the Closing of the Purchase Option Escrow. Illumination Foundation's Track Record Illumination Foundation has a proven record of accomplishments in every aspect of planning and operationalizing emergency shelters/navigation centers, including rehabilitating and revitalizing property, quickly achieving full capacity and providing intensive client services. Illumination Foundation renovated, opened and currently operates the La Mesa 101-bed shelter and navigation center facility in the City of Anaheim. They were also recently awarded to provide services for the 150-bed navigation and recuperative care facility in the City of Fullerton. Their shelter management experience also includes oversight of 250 permanent housing beds spread out among 198 scattered site apartment and 21 micro communities. Illumination Foundation has toured dozens of L. Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 5 shelter facilities across the United States and will incorporated various best practices into the Santa Ana HSNC that are referred to as a life -rebuilding center that will serve multiple populations. Operations Illumination Foundation operates with a philosophy of client -centered care, and encourages self - management. Clients are encouraged to participate in the development of care plans, case management plans, harm -reduction plans, housing plans, and to share any concerns they may have with staff, both as a means of having input in the program, and so that they are invested in achieving their own goals. The Navigation Center will be accessible 24 hours a day, seven days/week, 365 days a year. In order to decrease the impact to the surrounding neighborhood, access to bed availability will be through a reservation system. No walk-ins for the Navigation Center Program or services will be permitted. Security officers will be on -site and at shuttle locations. Staff neighborhood patrol will monitor surrounding area to control issues of loitering, abandoned property, and other blight. Facility beds will be prioritized for use by persons who reside in Santa Ana. Approved referral agencies are City of Santa Ana authorities, including but not limited to members of the Santa Ana Police Department, Santa Ana staff, and/or third -parties under contract with the City for outreach and engagement services with homeless individuals. This includes CityNet, Illumination Foundation, and the Orange County Health Care Agency. The scope of services for the HSNC is detailed in Exhibit 4A. It includes services to clients such as case management, substance use counseling, behavioral health therapy, housing navigation and sustainability services. It also addresses information day-to-day operations such as admission criteria, exit procedures, the good neighbor policy, security, cleanliness, staffing plans along with other operational details. There is the potential that the City will house the Covid-19 isolation trailers on -site which could be overseen by Illumination Foundation assuming parties can come to terms. Recuperative Beds At the request of the City, Illumination Foundation has included 50 Recuperative Care beds into their proposal. Recuperative Care is a homeless shelter that serves as a stable discharge plan for local homeless who need a place to recover after medical treatment designed specifically to care for homeless patients who do not have a place to recuperate after ER or hospital discharge. This ensures that patients will have a safe environment and a place to stay off the streets, to properly recover, and prevent a return to the emergency room. Recuperative Care greatly reduces the cost to hospitals by taking homeless clients from hospital beds and into our care. This effective model shows outcomes with 50% fewer readmissions than patients who are discharged to their own care. Within Orange County CAL OPTIMA would reimburse Illumination Foundation for recuperative care. Illumination Foundation's recuperative care program offers a safe and restful place for homeless high -utilizers of local emergency rooms to recover after illness. By pairing the Santa Ana Navigation Center with Recuperative Care allows us not only to increase the level of services offered, but also L• Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 6 reduce costs by leveraging recuperative care funding from local hospitals, stimulating effective outcomes. Illumination Foundation will provide 50 recuperative care beds which will meet complex needs of the most vulnerable individuals experiencing homelessness in Santa Ana. Santa Ana Police Officers will be able bring individuals direct to the recuperative care facility, if it is not a medical emergency requiring Emergency Room visit or hospitalization. This also allows the City of Santa Ana to leverage medical dollars that they would not normally be able to access including; • Medical care coordination with Licensed Vocational Nurses (LVNs) • Medication oversight • Receive Health Homes services • Medical social services • Intensive case management • Behavioral health services • Substance use counseling • Transportation to medical appointments Furthermore, clients can move between a recuperative care bed to a navigation center bed without leaving the facility. Location and Design The HSNC 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. The building is currently vacant. There are no residences within one-half mile from this location. The entire use will take place on -site. There is a large parking lot and a 10-foot-high fence surrounding the entire parcel. Entry and exit of the site will be controlled by a rolling gate system. In response to the COVID-19 Pandemic, Illumination Foundation has addressed CDC guidelines for a post COVID-19 environment. This includes COVID-19 contingencies, some structural engineering, and HVAC refinements. The new plan includes a community clinic with medical, dental, and behavioral health components that brings a critical resource in-house, and greatly improves the capacity of the center to prevent and counteract COVID-19. Additionally, the plan decompresses density, and increases and diversifies common areas. The dining area is increased to include an additional covered outdoor dining area to better accommodate social distancing. An area is designated for isolation units in case of an outbreak. This area will have a dedicated HVAC unit that will create a negative pressure environment to prevent the spread of the virus. The new plan adds over 16,000 SF in second -floor space (over 9,100 SF more than the original plan). In addition to the architectural and design elements highlighted above, measures to address the short and long-term reality of COVID-19 include; incorporating ultraviolet light and better filtering in the HVAC units to actively kill germs and purify the air on a continual basis, thermal imaging systems and other technologies to better monitor all clients and staff for signs of fever, and adding Plexiglass on top of 4' partitions to further increase safety. Community Outreach In advance of this Council Meeting, City staff has completed initial outreach to the area business community. Additionally, Illumination Foundation will host a series of community meetings and will Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 7 meet with surrounding business owners, community groups, homeless advocacy groups, police/fire department staff, and concerned citizens during the months leading up to the HSNC opening to share details about the shelter and hear input from community members about its operations. Community members will be provided with a phone number and email address they can contact should they have questions about the permanent shelter. Illumination Foundation will also coordinate with local advisory boards to provide community members with an opportunity to provide ongoing feedback. This outreach by the applicantwill be consistent with the City's sunshine ordinance. Development Schedule Illumination Foundation proposes a schedule, which would be compliant with the City of Santa Ana permitting process, as follows: Date Task 6/16/20 Santa Ana City Council Approval 6/17/20 Meeting with Planning and Building Agency 7/2/20 Conditional Use Permit CUP applied for with Planning and Building Agency 7/10/20 Tenant Improvement Plans Submitted for Plan Check 7/31/201 Planning Commission Approval of CUP 8/3/20 Demo Permit Issued 8/3/20 Demolition Starts 8/14/20 Construction Permit Issued 8/17/20 Construction Starts 11/15/20 Construction Complete Option for Scalability up to 250 (50 Life Ark Modular Bridge Housing) Illumination Foundation has provided an option for an additional 50 Bridge Housing units for 20 individuals and additional capacity of 30 more bringing the capacity for the entire site to 250. City staff requested scalability of the site and we would explore this option in the future should the need arise. This option will also ensure that the City is in full compliance with the settlement agreement. Next Steps The Link, the City's interim emergency homeless shelter, approved on September 18, 2018 as an interim facility, will cease operation upon the opening of the permanent emergency homeless shelter. As required by the settlement agreement and as anticipated, there will be an overlap period between the operations of the Link and the HSNC, such that the total number of beds during this limited period will be up to 450. Approval by City Council will ensure that a permanent shelter is operational in a timely manner so that both shelters are overlapping for a period of time. 65B-7 Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 8 ENVIRONMENTAL IMPACT Staff has determined this action is categorically exempt from CEQA pursuant to California Environmental Quality Act (CEQA) Guidelines Sections 15301 (categorical exemption for existing facilities), 15303 (categorical exemption for new construction or conversion of small structures), 15304 (categorical exemption for minor alterations to land), and 15332 (categorical exemption for in -fill development projects). Since the project consists of an agreement to operate a homeless facility within an existing building, it has been determined that there will be no significant effect related to air quality, noise, traffic or water quality. As a result, environmental Review No. 2019- 37 will be filed for this project. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal #1 - Community Safety, Objective #6 (enhance Public Safety Integration, communication and community outreach); and Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability) and #6 (focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT Funds for the initial start-up of the agreement is currently available in the FY 19/20 budget: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description FY 19-20 12218710-69135 Emergency and Health HHAP-COVID, Payment to $ 591,289 (June) Grants * Subagent Total $ 591,289 The Permanent Local Housing Allocation (PLHA) funds will be available upon City Council's adoption of the resolution and award from the State of California, which is scheduled to occur between August and October 2020. The Homeless Housing, Assistance and Prevention (HHAP) grant funds will be available for use upon Council's recognition of the award in FY 20/21, currently scheduled for July. Estimated funds for the agreement for the FY 20/21 fiscal year will be available upon the City Council's adoption of the annual budget and approval of carry forward of funds for the following federal and state grant programs: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description FY 20-21 12218700-69135 Homeless Emergency Aid HEAP Grant, Payment to $ 623,797 (July -June) Program HEAP * Subagent FY 20-21 12218710-69135 Emergency and Health HHAP-COVID, Payment to $ 293,711 (July -June) Grants * Subagent FY 20-21 12218715-69135 Emergency and Health HHAP, Payment to Subagent $1,331,768 (July -June) Grants-HHAP FY 20-21 Community Development CDBG-CV, Payment to (July -June) 13518788-69135 Block Grant-Coronavirus Subagent $1,310,435 FY 20-21 13518789-69135 Emergency Solutions ESG-CV, Payment to $1,353,700 (July -June) Grant-Coronavirus* Subagent L• W • Agreement with Illumination Foundation for a Permanent Emergency Homeless Shelter June 16, 2020 Page 9 FY 20-21 15818700-69135 Permanent Local Housing PLHA, Payment to Subagent $ 927,220 (July -June) Allocation Total $5,840,631 * Program funds to be carried forward from FY 19-20. FY 21-22 Expenditures Fiscal Year Accounting Unit- Fund Description Accounting Unit, Account Amount Account Description FY 21-22 12218715-69135 Emergency and Health HHAP, Payment to Subagent $1,331,768 (July -June) Grants-HHAP FY 21-22 13518785-69135 Emergency Solutions ESG, Payment to Subagent $ 250,000 (July -June) Grant FY 21-22 15818700-69135 Permanent Local Housing PLHA, Payment to Subagent $1,605,152 (July -June) Allocation Total $3,186,920 The funds to cover the agreement for FY 22/23 through FY 24/25 will be paid from the same three sources as FY 21/22. However, the amounts from each funding source may vary slightly. Starting from FY 25/26 through the end of the ten year period in FY 30/31, only the PLHA and ESG grant funds will be used pay for the agreement (Exhibit 3). As the PLHA funds are based on real estate transactions recorded in each county, the revenues will fluctuate from year to year. If there are insufficient revenues from the PLHA program in future years, the Community Development Block Grant and/or additional resources may be necessary to fund the operations of the shelter. Exhibits: 1. Ten -Year Funding Plan 2. Operating Agreement A - RFP # 20-004-063 B - Scope of Services C - Pro forma and Cost D - Lease E - Lease Addendum F - Guaranty of Lease 0 10 W N ei 'I ei W N f N p m N O O o g N O O p N O\ O O N p N ry q N W p O O N O O O T M O] o] ry O N � % M N N O O O O O O O O O m M ON N ei N n m N 7 O] CZ M N N N O O O O p S N N O O & M O O O O O N N o] ry O m � 1 M N N O] O O W N O O 0 n n O O n N a ry ry Q m N N O] O O q tD n O O O O n N N Np n � % M N N O O O W tD O O 1C n o O n � s M N N 0 O O 0 ^ O n o O n M N fl O O ei b N ry N N n O] O O O V1 g e'I m n N n o o o O O n m v n a s m lln a n o0 > > n N N o ry LL a �- a C C 6 N Q W � Q U U' 3 -J 65B-10 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 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 (ii) indemnify, defend and hold Contractor harmless from any loss, claim or damage arising from City's default of its obligations hereunder in connection with such option and purchase. 3. START-UP FUNDING AND COMPENSATION a. Within thirty (30) days of the Effective Date of this Agreement, City agrees to provide Contractor with up to $591,289 for start-up funding as provided in the Schedule of Start -Up Costs attached hereto as Exhibit C and incorporated herein by reference. b. From and after the Effective Date, City shall pay Contractor the monthly fee as compensation for all Services rendered under this Agreement during the Term as provided in Exhibit C. An audit of expenses will be conducted on a semi-annual basis to reconcile any over or under -payment of expenses by the City. In the case of the former, Contractor shall credit the City the amount of over -payment in the immediate period. In the case of the latter, the City shall pay the Contractor the amount of the under -payment. C. The total sum to be expended under this Agreement shall not exceed $38,099,351. d. With the exception of the payment required by Section 3.a., all other payments by City shall be made within thirty (30) days following receipt of proper invoice evidencing fees, costs or services performed, subject to City accounting procedures. . e. The compensation required pursuant to this Agreement will be paid by City to Contractor from multiple federal, state, and local funding sources (each individually a "Funding Source" and cumulatively the "Funding Sources"), including, but not limited to, the following: i. HHAP-COVID ii. HEAP iii. HHAP iv. CDBG-CV V. ESG-CV vi. PLHA Contractor will be required to enter into a separate funding agreement for each Funding Source. Contractor will be required to comply with all requirements of each Funding Source, as detailed in the separate funding agreements. The total amount of compensation in said funding agreements shall count toward the total amount due and owing from City to Contractor under this Agreement, not compensation in addition to the total amount of this Agreement. If Contractor does not execute any of the separate funding agreements, Contractor will forfeit that amount of funding from that Funding Source, and City will have the option to terminate this Agreement pursuant to the terms of Section 15, below. Additionally, in the event any Funding Source is reduced by 25% or more, City will have the SJD\ 30975-0001\ 699300.3 5/15/2020 TAP o113 option to terminate this Agreement pursuant to the terms of Section 15, below. 4. SERVICE DELIVERY MONITORING The City Manager or his or her designee shall have the right to access all activities and facilities operated by Contractor under this Agreement. Facilities include all files, records, and other documents related to the performance of this Agreement. Activities include attendance at staff, board of directors, advisory committee and advisory board meetings, and observation of on- going program functions. Contractor shall permit on -site inspection of the Shelter by City and ensure that Contractor's employees and board members furnish such information, as in the reasonable judgment of the City may be relevant to the question of compliance with contractual conditions, or the effectiveness, legality, and achievements of the Services. 5. REPORTING Contractor shall provide to the City a quarterly written report of the Services, in a format to be approved by the City and as further described in Exhibit B. 6. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $5,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard CEM SJD\ 30975-0001\ 699300.3 5/15/2020 AR Al V separation of insureds provisions. City agrees that the liability insurance carried by Contractor under the Lease shall satisfy the requirements of this Section. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. City agrees that the liability insurance carried by Contractor under the Lease shall satisfy the requirements of this Section. C. Workers' Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for workers' compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. City agrees that the liability insurance carried by Contractor under the Lease shall satisfy the requirements of this Section. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. (v) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's rightto be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to CEM SJD\ 30975-0001\ 699300.3 5/15/2020 AP ;115 indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION By Contractor. Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Contractor's indemnification obligations hereunder shall not extend to any claims to the extent caused by the City's negligence, willful misconduct or breach of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. By City. City agrees to and shall indemnify, defend, and hold harmless the Contractor, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations or willful misconduct of the City or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the subject matter of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City's indemnification obligations hereunder shall not extend to any claims to the extent caused by Contractor's negligence, willful misconduct or breach of this Agreement. Contractor may make all reasonable decisions with respect to its representation in any legal proceeding. City's indemnification obligations in this section shall survive expiration of this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and SJD\ 30975-0001\ 699300.3 5/15/2020 TALC ;116 invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax number: With courtesy copies to: City Manager Fax: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 SJD\ 30975-0001\ 699300.3 5/15/2020 TAP 0117 To Contractor: The Illumination Foundation 1091 N. Batavia St. Orange, CA 92867 Attn: John Ing, CFO Fax number: With courtesy copies to: Steven J. Dzida, Esq. Dzida, Carey & Steinman 3 Park Plaza, Suite 750 Irvine, CA 92614 Fax: 949/399-0361 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT With the exception of subcontractors identified in Exhibit A for the provision of certain services, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other contractors or consultants retained by City. No assignment by the City of its rights or obligations under this Agreement shall relieve the City of any of its obligations under this Agreement. SID\ 30975-0001\ 699300.3 5/152020 Page 8 64R _ 1 v 15. TERNIINATION This Agreement may be terminated by the City for default by Contractor, or as otherwise prescribed by the terms of this Agreement, upon sixty (60) days written notice of termination, which notice shall set forth with specificity the cause for termination. Contractor shall have an opportunity to cure any alleged default for a period of thirty (30) days after receipt of the notice of termination. If Contractor has cured the alleged default in the reasonable opinion of City, then this Contract shall not be terminated. If this Agreement is terminated, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor and costs incurred or accrued by Contractor (under the Lease) prior to Contractor's receipt of such notice of termination. 16. NONDISCRINIINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each person signing this Agreement on behalf of Contractor represents and warrants that its signature herein below has the power, authority and right to bind Contractor to each of the terms of this Agreement and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. Each person signing this Agreement on behalf of City represents and warrants that its signature herein below has the power, authority and right to bind the City to each of the terms of this Agreement and shall indemnify Contractor SJD\ 30975-0001\ 699300.3 5/15/2020 TAP 0119 fully, including reasonable costs and attorney's fees, for any injuries or damages to Contractor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. SJD\ 30975-0001\ 699300.3 5/15/2020 fq§711 2Q IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA Kristine Ridge City Manager ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City AttgMey. n By: I Ryan FOR APPROVAL: Steven Mendoza Executive Director Community Development Agency 1S.14'1111YY.`A A - RFP #20-004-063 B - SCOPE OF SERVICES C - PRO FORMA OF COSTS AND FUNDING D - LEASE E - GUARANTEE CONTRACTOR Naffie: Title: Chief Financial Officer CEM S1D\30975-0001\ 699300.35/15/2020 1'dge lI OI 10 REQUEST FOR PROPOSALS (RFP) FOR The Development, Construction and Operation of a YEAR-ROUND HOMELESS SHELTER AND NAVIGATION CENTER (HSNC) RFP No: 20-004 CITY OF SANTA ANA Community Development Agency Homeless Services Division 20 Civic Center Plaza Santa Ana, CA 92701 Steven A. Mendoza Executive Director Tel: (714) 647-5375 smendozaO-santa-ana.org Contents Notice Inviting Proposals ................................ 3 Executive Summary ........................................ 4 Background.................................................... 4 Eligible Respondents ...................................... 7 Available Funding ........................................... 8 RFP Timeline .................................................. 9 Proposal Selection Process .......................... 10 Scope of Services ......................................... 11 Project Outcomes ......................................... 14 Proposal Evaluation & Scoring ..................... 16 Minimum Submission Requirements ............ 17 Proposal Requirements ................................ 20 General Information ...................................... 25 Agreement Information ................................. 27 Insurance Requirements ............................... 29 Exhibit A - Contractor's Statement ................ 31 Exhibit B - Certification of Non-Discrimination ..................................................................... 32 Exhibit C — Non -Collusion Affidavit ............... 34 Exhibit D — Commitment to Enter Into Memorandum of Understanding with the Santa Ana WORK Center ....................................... 36 H 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter And Navigation Center NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN THAT PROPOSALS will be received from qualified non-profit service providers (who provide services for individuals that are homeless) to develop, construct and operate a Year -Round Homeless Shelter and Navigation Center (HSNC) in the City of Santa Ana. Responses to Request for Proposals (RFP) will be accepted until February 25, 2020 at 2:00 P.M.. Proposals received after this date/time will not be considered. It is the responsibility of the eligible respondent to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Respondents are encouraged to submit creative proposals that approach navigation centers, emergency shelters, housing and homelessness with innovative solutions. We are looking for fresh ideas, concepts and designs that together may stimulate effective outcomes. MAILED, DELIVERED BY HAND, OR COURIERED PROPOSALS WILL BE ACCEPTED TO THE FOLLOWING CONTACT PERSON: City of Santa Ana Steven Mendoza, Executive Director Community Development Agency 20 Civic Center Plaza. M-25. 6'" Floor Santa Ana. CA 92701 E-MAILED RFP RESPONSES WILL NOT BE ACCEPTED! All notifications, updates, and addenda will be posted on the City's RFP Bid page at http://Planetbids.com. Eligible Respondents shall be responsible for monitoring the site and project contact's email to obtain information regarding this RFP. Failure to respond to required updates may result in a determination of nonresponsive proposal. 65B-24 3 1010 111:]IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center EXECUTIVE SUMMARY The City of Santa Ana's Community Development Agency (CDA) is seeking proposals from eligible respondents to enter into a public -private partnership to develop, construct and operate a Year -Round Homeless Shelter & Navigation Center (HSNC) that will serve 200 individuals, with the ability to scale up to 250 individuals. The term of the agreement will be ten years. The site must be located within the Santa Ana city limits. Funding will be provided by the City of Santa Ana through various funding sources outlined within this RFP. Only non-profit organizations currently providing services to individuals experiencing homelessness and which meet the minimum submission requirements will be considered. The City of Santa Ana currently operates a homeless shelter, referred to as The Link, which was opened in November 2018 as an interim emergency homeless shelter. The Link is a 200-bed emergency shelter for men, women, couples and families with children. The Link may be scheduled to cease operation upon the opening of a year-round homeless shelter and navigation center. That homeless shelter, subject to this RFP, will replace The Link. Respondents are encouraged to submit creative proposals that approach navigation centers, emergency shelters, housing and homelessness with innovative solutions. We are looking for fresh ideas, concepts and designs that together may stimulate effective outcomes. Santa Ana expects proposals to be project -ready with the intent of having the site operational no later than November 2020. BACKGROUND According to the 2019 Orange County Point -In -Time Count, the Orange County's homeless population increased from 4,792 to 6,860 from the 2017 Point -In -Time Count. Santa Ana's portion of the county's homeless is reported to be 1,769. As the County Seat, the City of Santa Ana has been on the frontline of addressing Orange County's homelessness. As a result, the City has invested resources and created programs to address the needs and impacts of homelessness throughout the City. Since 2018, the City has launched the following projects and initiatives to address the growing homeless population: Homeless Services Manager: Hired to coordinate and address the City's homeless efforts through internal and external collaborations at the local, state and federal level. 65B-25 4 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center Interdepartmental Team: Created to execute projects and initiatives addressing homelessness. Quality of Life Team: Designed a multidisciplinary team comprised of staff from the Santa Ana Police Department, Public Works Agency, Parks and Recreation, Community Development Agency, and Orange County Health Care Agency outreach workers. This team address homelessness concerns in the community related to municipal code violations, property storage, proper use of public/private property and provision of supportive services to individuals experiencing homelessness. Advocating for Regional Collaborative: Active participation with Federal District Judge David Carter, and responding to lawsuits on the establishment of homeless shelter and anti - encampment laws. Four Point Homeless Strategic Plan: Crafted a draft plan outlining over 30 recommendations to address homelessness, including outreach and supportive services, affordable housing needs, strategic policy development and more. Point -in -Time Count: Planned and executed a City Point -In -Time count that surveyed the homeless population in Santa Ana within less than 24 hours to gather robust data supporting the increase of homelessness in Santa Ana. Operation Civic Center Plaza: Outreached to 234 individuals in the Civic Center encampment to refer to shelter and resources in an effort to transition out of the Civic Center plaza and into stable resources. Declaration of an Emergency: On August 21, 2018 City Council approved a resolution declaring a shelter crisis related to homelessness. 03:II:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center Changes in Homeless Population Orange CountyPoint-in-Time (PIT) Count and Survey 2017-2019 (For Reference Only) City of City of Increase from City of Santa Santa Ana Santa Ana 2017 to 2019 in Ana Initiated 2017 2019 Santa Ana PIT 2018 Unsheltered 466 830 364 1,030 Sheltered 534 939 405 587 Total 1,000 1,769 769 1,617 65B-27 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center ELIGIBLE RESPONDENTS An Eligible Respondent is a qualified non-profit service provider that has verifiable experience serving the homeless population as it relates to the qualifications outlined in this RFP. It is understood the selected Respondent acting as an individual, partnership, corporation or other legal entity, is of professional status, licensed to perform in the State of California and for all applicable professional discipline(s) requiring licensing and will be governed by the professional ethics in its relationship to the City of Santa Ana. The City is willing to accept proposals that incorporate multiple providers, including diverse and smaller organizations to meet varied community needs, working through a lead respondent to provide a comprehensive approach, leveraging the experience and capabilities of multiple organizations that may serve specialized homeless populations. It is also understood that all reports, information, and/or data prepared or assembled by the Respondent for this RFP, or under a contract awarded pursuant to this RFP may be made available to any individual or organization under the California Public Records Act (CPRA), subject to limitations and exemptions in the CPRA. Each Respondent shall be financially solvent, and if a joint venture, each Respondent's employees, agents or sub -consultants of any tier shall be competent to perform the services required under this RFP document. Proposals will only be considered from Respondents which meet the following prerequisites • Have a minimum of three (3) consecutive years of successfully managing and operating homeless programs and delivering relevant services of a similar type and scope as described in the Scope of Work. • Have not filed for bankruptcy under any business name over the past five (5) years. • Have the current organizational experience and staff capacity to undertake a new Year - Round Homeless Shelter and Navigation Center. 03:II:1II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center AVAILABLE FUNDING The City anticipates that there will be available funding for the operation of said facility. Funding sources may include: Community Development Block Grant (CDBG), Homeless Emergency Aid Program (HEAP), Homeless Housing, Assistance and Prevention Program (HHAP), Housing Opportunity Ordinance (HOO) Inclusionary Funds, Emergency Solutions Grant (ESG), and Permanent Local Housing Allocation (State funds from SB2.) Funds used may have varying requirements and reporting for both the City and the Respondent. The basic programs regulations governing management and financial systems for the Community Development Block Grant and Emergency Solutions Grant are disseminated by the Federal government in 24 CFR Part 570, Subparts J and K. The City's Community Development Agency will administer the Agreement on behalf of the City. All requirements of the applicable local, state, federal, or private funding sources will apply to projects selected under this RFP. Respondent will submit a request for reimbursement on the first day of each month after the commencement date, with an itemized accounting and reasonable substantiation of the expenses actually incurred. Payment shall be made within forty- five (45) days following receipt of proper invoice evidencing fees, costs or services performed, subject to City accounting procedures. 65B-29 8 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center RFP TIMELINE Santa Ana expects proposals to be project -ready with the intent of having the site operational no later than November 2020. If additional time is required, the City, at its sole discretion, may extend the deadline for the site to be operational, conditioned on obtaining an extension on the operation of the Link. The Respondent must provide a timeline within the Proposal demonstrating the ability to secure a site with the program operational by the indicated deadline. The following is the tentative timeline for the RFP process. ACTION ITEM Release of RFP DATE January 7, 2020 RFP Questions Due by Email January 20, 2020 RFP Responses to Questions January 30, 2020 Proposal Submittal Deadline Tuesday, February 25, 2020 at 2:00 PM Minimum Threshold Review February 26 — March 20, 2020 Panel Interviews (if required) March 23 — April 3, 2020 City Council Approval May 2020 Site Operational November 2020 65B-30 9 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center PROPOSAL SELECTION PROCESS Proposal Selection Process The City shall establish a proposal evaluation committee to review and score proposals received. All proposals will be scored based on the criteria in this RFP. Additional information may be requested by the City evaluation committee prior to making a funding recommendation. Recommendations from the City evaluation committee may be brought to the Santa Ana City Council for an award of funding. The City shall not be liable for any costs incurred in response to this RFP, including but not limited to, costs for any interviews, presentations, or other follow-up information necessary as part of the selection process. All costs shall be borne by the organization responding to this RFP. The organization responding to this RFP shall hold the City harmless from any liability, claim, and expense whatsoever incurred by or on behalf of the organization. 1010 111:]IIV7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center SCOPE OF SERVICES Overview The Year -Round Homeless Shelter and Navigation Center and its supportive service programs will be designed to provide a safe environment and a pathway for individuals, youth and families, experiencing homelessness on the streets of Santa Ana to transition into permanent housing. Clients will be admitted with low -barrier requirements through a referral system and coordination with the Santa Ana Police Department (SAPD), with no walk-ins allowed. The overall project will represent best practices in exceptional trauma -informed care for all shelter participants. The City's obligation will be for funding. The actual development, construction, maintenance, and operation of the shelter will be undertaken by the Respondent. Project Requirements Respondents to this RFP should specify programs and services for homeless individuals that, based on evidence, successfully promote the principles of Housing First and contribute to the regional goals of ensuring instances of homelessness are rare, brief, and non -recurring. All services must be easily accessible and evaluated for effectiveness on a regular basis. Effectiveness shall be measured using the Project Outcomes outlined in this RFP. The table below outlines the minimum requirements for the shelter. PROJECTIELEMENT Hours of Operation • The Shelter must be open 24 hours per day, seven days per week, including City holidays Target Population • Individuals, couples, families with children and transitional aged youth (TAY) populations Client Eligibility . Literally homeless in the City of Santa Ana Referred by Santa Ana outreach workers and the Santa Ana Police Department Willingness to participate in a housing plan Willingness to follow shelter behavior requirements 65B-32 11 1010 111:]II Va_I City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center Program Components • Three (3) nutritious meals each day Client support services Transportation/Shuttle Services Pet Accommodation Laundry Facilities Client access to on -site storage Outside area for clients, separate from entrance and location of storage Flexible space to accommodate special programming Auditing space for City staff ADA restrooms and showers Parking for 20 RVs/Vans Donation Area Dog Run Play area for children Residential Services • Housing First program with low -barriers to entry and operations Welcome, intakes, and assessment Assistance in obtaining safe, permanent housing Case management and other appropriate permanent housing - focused services (e.g., housing navigation, case conferencing) Participation in the Coordinated Entry System (CES) Coordination with the City of Santa Ana Housing Authority, referrals to County, State and Federal programs, as well as nonprofit and social service agencies, as appropriate Mail services, as needed Telephone access and message services, including an ADA- compliant telephone 65B-33 12 1010 111:]II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center General Standards • Adequate staffing with appropriate on -going staff training • 24-hour security to ensure a safe environment for clients, volunteers, and others • Operator to include data analysis as well as service delivery • Designated point -of -contact who is available at all times to address issues that may arise at the shelter and willingness to coordinate security issues with the Santa Ana Police Department. • Means for clients to provide input into programs. Property Management Respondent will maintain a secure and healthful environment for delivery of all services, including: • Furnishings, site control, prompt maintenance and repair, utilities, security, janitorial services, waste removal and disposal, regularly laundered linens, and other occupancy related items • Secure entry/exits for clients and service providers to be monitored by staff • Afire escape emergency plan • A fire watch, which shall be maintained at all times • A written drug and alcohol free policy for staff that is posted/displayed at the Shelter site at all times. The written policy shall include and describe the disciplinary action to result from the illegal use, consumption, distribution, and/or possession of drugs and/or alcohol 65B-34 13 1010 111:]IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center PROJECT OUTCOMES The performance outcomes will be measured by the table below as well as thresholds established in the annual Orange County Emergency Shelter Project Performance Report. Additionally, the Respondent and all partner organizations will be responsible for complying with standards for Homeless Assistance, Homeless Management Information System (HMIS), and CES. All Shelter activities will be documented in monthly and year-end reports in a format determined by the City of Santa Ana. Prioritize Entry for Persons from Low Barrier to Entry the Streets, Emergency 100% Shelter, or Safe Havens Average Length of Stay 120 days or less Employment Status at Exit At least 20% employed Access to Resources/Services Income Source at Exit 54% income from any source to Move into Permanent Housing and Stabilize other than employment at exit Housing cost < 50% of client income <_ 25% of exited clients Recidivism Movement Percentage return to shelter <_ 5% of clients with permanent housing exits return to shelter Negative < 35% non-compliance Exits Positive At least 50% to permanent housing 65B-35 14 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center Occupancy Rate At least 95% Efficient and Effective Use of Resources Spending 100% spend -down of awarded funds Missing or Incomplete Data < 5% in HMIS Data Quality Timeliness of Data Entry Client data entered within 3 business days Resident Satisfaction Customer Service Reporting Only Critical Incident Reports Demographics Shelter and Housed Clients Reporting Only 65B-36 15 1010 111:]II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center PROPOSAL EVALUATION & SCORING Proposals will be evaluated based on the following criteria: • Completeness and accuracy of the completed proposal forms, and requested narratives • Applicant has demonstrated organization's experience serving persons experiencing homelessness and managing an emergency shelter program • Demonstrated experience in providing services and operating a shelter program similar in nature to the proposed Year -Round Homeless Shelter and Navigation Center • Ability of project design to achieve desired project outcomes 125 points total are possible. A minimum of 95 points is required for consideration of project award. Applications will be scored based on the following: POINTSMAXIMUM 10 EVALUATION CATEGORY Operator Experience and Capacity 25 Project Site and Readiness 25 Program Design and Outcomes 25 Service Delivery Method and Staffing 15 Project Costs 15 Service Provider Partnerships 10 Project Sustainability 125 Total Points Possible 65B-37 16 1010 111:]IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center MINIMUM SUBMISSION REQUIREMENTS All project proposals must contain the following minimum submission requirements: I. Operator Experience and Capacity A. Nonprofit Organization: Respondents and partners must have achieved IRS Section 501(c)(3) tax exempt nonprofit status and California Revenue and Taxation Code tax exempt nonprofit status before the start of the contract with Santa Ana. Respondents must have been in existence for at least three (3) years. 1) Three (3) years of annual financial statements; 2) Nonprofit organizations are required to submit an accountant's compilation report of financial statements. Audited financial statements must be submitted prior to loan funding. 3) References: Minimum of two (2) references associated with current contracts demonstrating successful ability to complete the responsibilities outlined in this RFP. B. System Coordination: Respondent and partners must coordinate and participate in the following manner or with the following agencies: 1) 2-1-1 Database 2) Coordinated Entry System (CES). Respondents of this RFP and related service providers will be required to utilize and participate in CES as determined by the City. 3) Memoranda of Understanding (MOU): If partnering with third -party organizations for any portion of the proposed project, a MOU must be submitted, outlining the details of each partnership. 4) Utilization of Homeless Management Information System (HMIS): Service providers will enter and maintain client data in the approved HMIS, as well as obtain and report required programmatic information and data on a monthly and annual basis. C. Housing First: Respondents and partners must demonstrate a commitment to ensuring the services created through award of this solicitation, follow the principles of Housing First as outlined by HUD and the U.S. Interagency Council on Homelessness. 1) Target Population: Respondents and partners must demonstrate a commitment to assist individuals and households who meet the U.S. Department of Housing and Urban Development's (HUD) definition for 5B-38 17 1010 111:]IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center homeless and chronically homeless. 2) Compliance and Performance History: Respondents and partners must demonstrate compliance with prior City funding awards and consistent conformance with all applicable rules and regulations. The Respondent's prior projects over the previous five (5) years must not have resulted in either financial loss to the City of Santa Ana or audit findings. 3) Financial Considerations: Respondents must demonstrate an absence of suspensions/debarments, suits/liens/judgments, and criminal or fraud evidence. Development Standards: Santa Ana will entertain proposals incorporating the utilization of a City asset, Respondent -owned asset, and/or the acquisition of a newly identified property using the below guidelines: A. Real Estate Selection: 1) Location / address / parcel number. 2) City -Owned Asset: Proposals including the utilization of a City asset, must also include a third -party feasibility analysis. 3) Respondent -Owned or Controlled Asset: Respondent identifies an existing asset, and the City provides funding for the expansion and/or rehabilitation of the site. 4) Site Acquisition/Lease: City acquires site proposed by Respondent and provides leasing opportunities for operator (propose rate in operating pro forma). B. Business Plan: 1) Santa Ana requires the Respondent to submit a five-year business plan for the shelter operation. 2) Included in the business plan should be an operational pro forma for the Shelter which incorporates the City contributions and other leveraged sources while also demonstrating how the program will be sustainable after City funding for capital and operations expire. C. Commercial Space Funding: City capital funds cannot be used to fund commercial/retail space. Applications must show non -City sources of funds for any commercial space in the project (including acquisition cost and/or rehabilitation cost) on the project pro forma or state in the General Application narrative no City funds will be used as a source for commercial/retail spaces. D. Ownership Structure: 1) Respondents must describe the ownership structure for the proposed HSNC facility. E. Preliminary Project pro forma (including predevelopment costs): 1) The City will provide up to ten -years of operating support, subject to budgetary authority; 2) All funds associated with operations and provision of services will be funded on a 45-day reimbursable basis by the City to Respondent; 3) The operator must establish and maintain 90 days of operating cash reserve at time of contract execution; 4) The City, through shelter opera'-,r for all services provided; the Shelter 65B-39 18 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center operator will be responsible for funding subcontractors associated with all levels of service; 5) If CDBG funds are used for rehabilitation of Respondent site, it is expected the operating pro forma will reflect a reduced cost of facility operations; and 6) At time of contract execution, the operator will provide a detailed and final sources and uses statement by contractor estimates, architectural drawings for City site development plan or individual site development plan. F. Property Standards: 1) The property must substantially comply with federal CDBG property standards on the project start date, if applicable. G. Site Control: 1) At the time of application, the Respondent must have control of the proposed site through fee title, an option to purchase, a land sales contract, leasehold with development provisions, or any other enforceable instrument approved by the City. Site control must be demonstrated through construction finance closing. If this is not possible, the Respondent must demonstrate to the City's satisfaction all discretionary land use approvals can be granted within 180 days of the application receipt. H. Site Preparedness and Permitting Plan: 1) Respondent must include a detailed plan outlining how the proposed site will be prepared and permitted according to all applicable laws and regulations. Management and Operations Plan: Respondent must submit a draft Management and Operations Plan which may be amended after award. 1010 111:]IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center PROPOSAL REQUIREMENTS Respondents shall submit seven (7) complete hard copies of their proposal, and one (1) additional electronic copy on a USB flash drive. All seven (7) copies of the proposal must include a signed cover letter. This cover letter must include a declaration that the only person, persons, company, or parties interested in the proposal as principals are named herein; that the proposal is made without collusion with any other person, persons, company, or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud, and that the signer has full authority to bind the Respondent. It must also include an email address and contact information for the signer. All proposal submissions shall be on 8-1/2" x 11" white paper. All project proposals must contain the following sections and information to be considered responsive: I. Operator Experience and Capacity - (10 points) A. Team. Describe the team members and their duties as part of the team. If more than one nonprofit is partnering in the service delivery describe the role of each entity. Documentation to be included in the Exhibits for each entity: 1) An organizational chart showing lines of responsibility 2) Documentation that each entity is certified by the U.S. Internal Revenue Service as a 501(c)(3) tax exempt non-profit corporation 3) Documentation that each entity is in good standing with both local, state and federal compliance. B. Experience. Describe the team's experience providing social service programs to individuals experiencing homelessness and operating a year-round shelter/navigation center, with an emphasis on experience gained in the last five years on projects similar to the proposed Homeless Shelter and Navigation Center. Describe team's experience working in the coordinated entry system. Describe team's property management experience. Provide data and information about performance outcomes for similar projects assuring exits to permanent housing. C. Capacity. Describe the team's administrative and managerial capacity to oversee the work necessary to successfully operate the proposed project. Provide evidence of Respondent team's financial strength and ability to raise private capital for the proposed uses. Such evidence should be in the form of private debt and equity providers' letters stating their willingness and ability to provide construction and term financing, and / or private equity to the applicant for the proposed use(s) during the respective fiscal years, contingent only on normal project due diligence and underwriting. 20 1010 111:1IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center D. References. Include a list of at least two references from public agency partners with full names, contact information, and identification of the projects. II. Project Site and Readiness— (25 points) A. Project Site. Describe the proposed project site for the Homeless Shelter and Navigation Center. Please make sure to include the following information: 1) Site location, size of location and size of building 2) Proximity to transit and community based resources 3) Site design as it relates to proposed use, target population and the surrounding community. Include a Good Neighborhood Plan in the Exhibits. The Good Neighbor Plan should include, but is not limited to, policies for community involvement and neighborhood patrol, the safety and security of clients and the surrounding neighborhood, mechanisms of communication, coordination and complaint resolution with the surrounding neighborhood, business and public, local police and fire departments, and maintenance of cleanliness in the neighborhood surrounding the shelter. A. Physical Condition of Site. Describe the physical condition of the site and any existing structures. Include the following information: 1) Site control 2) Current zoning and any required zoning changes 3) Description of the physical improvements required to implement the proposed project 4) Anticipated development costs, source of funds, and Contractor access to the additional funds required for the project 5) Describe implementation plan that clearly states project readiness schedule. III. Program Design and Outcomes — (25 points) A. Program Description. Detailed narrative describing the proposed shelter and explaining how the shelter design will ensure that multiple populations can be served. Narrative should describe the program design and explain how the design will achieve the desired outcomes. Please make sure to address the following information: 1) Continuum of Care System. Explain how the proposed shelter will be integrated into the larger Continuum of Care system. 2) HMIS. Describe organization's experience working in HMIS and your plan to comply with HMIS requirements. 3) Permanent Housing. Describe how clients will be connected to permanent affordable housing through the use of rapid rehousing or other systems. 5B-42 21 03:II:1II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center 4) Client Referral Process. Describe how referred clients will be linked with other organizations and service providers in compliance with its use of the Coordinated Entry System and to ongoing services, including physical and behavioral health care and job readiness. 5) Admission Criteria and Procedures. Describe admission criteria and procedures including client rules and guidelines, identification requirements, screening requirements, bed reservation system, new clients, day leave and returning clients and hours of operation. 6) Re -admission Procedures. Describe exit and re -admission policies and procedures. 7) Types of Services. Describe the type of on -site and off -site services to be provided including, but not limited to: housing location and navigation, outreach and engagement, intake and assessment, case management, residential services, and crisis intervention services. 8) Program Outcomes. Describe how program outcomes listed in the table will be met. 9) Case Management. Describe the level and frequency of case management. Explain how case management will increase stability. IV. Service Delivery Method and Staffing — (25 points) A. Provide information detailing the proposed number of staff for each program service, management plan including hiring and training policies, emergency procedures, conflict resolution and safety conduct. B. Provide a Staff Responsibility Matrix for the HSNC including volunteer monitoring, referral service and staff coordination. C. Describe how the staffing plan is consistent with the Management and Operations Plan. D. Respondent must address the following topics in the draft Operations and Management Plan (OMP). Respondent may submit and OMP for an existing emergency shelter currently operating with the County of Orange. The document may be amended after award of contract for operation of the HSNC. If the OMP does not include all of the required topics, additional information may be included as a narrative in this section, or as a supplemental exhibit to the existing OMP. Any deviations from the level of services described in the draft OMP must be clearly described in this section. 1) Describe your Volunteer Management Plan including a plan for the recruitment, training and management of volunteers for the program. Please describe the role of volunteers and volunteer policies including a description 65B-43 22 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center of volunteer tasks, selection, screening, and background checks, orientation and training, lines of authority. 2) Describe the Safety Policy for the facility including facility maintenance, fire and earthquake safety, fire prevention procedures, lighting, loitering, entrance and exit procedures, alarms and cameras and on -site Security personnel. 3) Describe the Health Policies related to possession of controlled substances, drug policies, disease prevention, drug possession, etc. 4) Describe the Security Plan for the facility. 5) Describe Food Policies related to the provision of nutritionals needs of clients, health department standards and the sanitary storage and preparation of food. 6) Describe the policies of how the facility will accommodate pet and service animals. Describe Transportation Policies pertaining to pedestrian traffic and parking, bus and shuttle, personal vehicle transportation and parking, etc. 7) Describe Non -Discrimination Policies including, gender -specific programming, compliance with Americans Disability Act, Sexual Harassment and Policy regarding Sex -Offenders. 8) Explain Grievance Policies and Procedures related to receiving and posting the policy, process to make a complaint, resolving a grievance, meeting with staff and whistleblower policy. 9) Describe your agencies policies regarding Personal and Database Confidentiality. V. Project Costs — (15 points) A. Provide estimate of funding needed and identify potential funding sources for the project proposed. Clearly identify the costs/uses associated with each funding source identified in the RFP. B. Provide line item cost of services including in -kind values. C. Provide estimated cost per client. D. Provides funding source associated with each line item. E. State how Respondent prefers to receive payments, ie, lump sum, monthly, or quarterly. VI. Service Provider Partnerships — (15 points) A. Narrative description which clearly states which service provider is offering which services. Provide the name of each agency which will provide the services and their level of experience. Please attach letters of endorsement, if available. 1010 111:]IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center VI I. Project Sustainability — (10 points) A. Narrative description addressing the sustainability of the project over a ten-year period. Vill. Required Exhibits and Attachments Respondent shall complete and return the following Exhibits attached herewith: • Exhibit A - Contractor's Statement • Exhibit B - Additional Insured Endorsement for Commercial General Liability Policy (Not required until after contractor selection) • Exhibit C - Certification of Nondiscrimination • Exhibit D - Non -Collusion Affidavit • Exhibit E - Commitment to Enter into Memorandum of Understanding with the Santa Ana WORK Center Respondent shall submit the following attachments: 501 c(3) letter and evidence in good standing for each partner Three years of audited financial statements (including management letters) Minimum of two (2) references associated with current homeless shelter contracts Memorandums of Understanding (MOU) with Third Party Organizations (if applicable) Business Plan which includes an Operational Pro -Forma for the Shelter Operation (10 years) Preliminary Project Pro -Forma including Pre -Development Costs Preliminary Sources and Uses Statement Organizational Chart, including key staffing for the proposed project Staff Resumes & Job Descriptions Site Map Documentation of Site Control Site Preparedness and Permitting Plan Individual Service Plan (Draft) Management and Operations Plan (Draft) Program Policies & Procedures (Draft) Good Neighbor Plan (Draft) Shelter Client Rules (Draft) Letters of commitment for services Third -Party Site Feasibility Assessment (if applicable) Please include any additional information you deem essential to a proper evaluation of your proposal and which is not solicited in any of the preceding sections. Creative and innovative ideas can be addressed through -out the proposal. Applicants are cautioned this does not constitute an invitation to submit large amounts of extraneous material; appendices should be relevant and brief. 65B-45 24 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center GENERAL INFORMATION 1) Contact: To facilitate the RFP process, Respondent is required to monitor and respond to e-mail requests within 48 hours. No oral interpretations will be made by the City to any Respondent as to the meaning of requirements identified herein including the Scope of Work. Every request for such an interpretation must be made in writing via e-mail to the Community Development Agency Executive Director at smendozaCcDsanta-ana.org 2) City Reserve's the Right to: a) No obligation to pay costs incurred in preparation of a response to this RFP. b) All data, documents and other products used, developed or produced during response preparation to the RFP will become property of the City. c) Reject, replace or approve any and all Respondents. 3) Coordination: Coordination by the awarded Provider with the City, as well as other Contractor and agencies will be required to achieve satisfactory and timely delivery of the required work. Coordination may include, but not be limited to, coordination with impacted businesses, neighborhood and civic groups, local and/or state agency boards and staff, or attendance at Community Redevelopment and Housing Commission meetings or City Council meetings. a) The City will decide the manner in which the coordination efforts will be conducted. At the City's option, coordination efforts may be performed by the City Homeless Services Manager. When coordination efforts require agreements, such agreements shall be coordinated with the City. 4) Business License: The selected Respondent shall be required to obtain a City of Santa Ana business license within 30 days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. 5) Authorized Signer: The signer of the proposal must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the Consultant. 03:II:1II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center 6) Addendum: If clarification or interpretation of this RFP is considered necessary by the City, a written Questions and Answers Addendum shall be updated and provided directly to the Contractor(s) who asked the question(s). 7) Public Record: Proposals will become public record after submission. Interested offers may submit a written request to receive the results of the evaluation. City will make best efforts to maintain Respondent information identified as proprietary information confidential, to the extent allowed under the California Public Records Act. Submit your request to, City of Santa Ana Community Development Agency, Attn: Terri Eggers, Senior Community Development Analyst, 20 Civic Center Plaza M-26, Santa Ana, CA 92701. 1010 111:1IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center AGREEMENT INFORMATION 1) Hold Harmless: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, Homeless Division, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, Contractor, subcontractor, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of the Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 2) Termination: The City reserves the right to terminate the contract, without penalty, for cause immediately or without cause. a. In the event Contractor fails or refuses to timely perform any of the provisions of the Agreement in the manner required, or if Contractor violates any provision of the Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor Agency. Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor Agency. City may, in addition to the other remedies provided in the Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor default. 65B-48 27 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center b. This agreement may be terminated without cause by City and/or Homeless Division upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon termination, City and/or Homeless Division shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. 3) Contractor Option for Termination: The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public Homeless Division or in the event on nonpayment by the City or Homeless Division. Such request will require one -hundred and eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City and/or Homeless Division, Contractor shall give the City and/or Homeless Division thirty (30) working days to cure the alleged breach. 4) Employment Opportunities for Santa Ana Residents: Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as the Santa Ana WORK Center and community centers. Such effort and procedure will be provided to the City for review. 5) Compliance with Applicable Laws and Regulations: Contractor shall perform all requirements under the contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. a. Contractor warrants that the performance of services under the contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of the contract. 1010 111:]IIV7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractor, if any, to obtain and maintain insurance as described below: 1) Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance, which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $2,000,000 per occurrence, $2,000,000 in the aggregate. 2) Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 3) Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 4) The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 5) Commercial general liability and business automobile insurance policies shall (a) name the City, Homeless Division, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City and Homeless Division; and (c) contain standard separation of insureds provisions. Insurance must include 30 Days' Notice of Cancellation with 10 Days' Notice for Non -Payment of Premium in accordance with policy provisions and an additional insured endorsement. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 6) Certificates of insurance shall be furnished to the City Risk Management and Homeless Division upon execution of this Contract and shall be approved in form by the City Attorney and Risk Management Division. Certificates and policies shall state that the policies shall 5B-50 29 1010 111:1IIW7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City and Homeless Division. 7) If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City and the Homeless Division with required proof that insurance has been procured and is in force and paid for, the City and Homeless Division shall have the right, at the City's/Homeless Division's election, to forthwith terminate the Contract. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City and the Homeless Division for any work performed prior to approval of insurance by the City and Homeless Division. 65B-51 30 1010 111:]IIV7_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center EXHIBIT A - CONTRACTOR'S STATEMENI PROPOSAL AND CONTRACT AGREEMENT CONTRACTOR'S STATEMENT Contractor understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana and the Community Development Agency, Homeless Services Division, hereinafter collectively referred to as the City) shall constitute the entire agreement between Contractor and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting here on the action of approval of the Council, signed by the Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting her approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to Contractor or deposited with the United States Postal Service properly addressed to the Contractor with the correct postage affixed thereto. Contractor understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non -Discrimination by Contractor, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. ORGANIZATION NAME SIGNATURE TITLE 7=10iIiM DATE 65B-52 31 1010 111:]II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center EXHIBIT B - CERTIFICATION OF NON- DISCRIMINATION PROPOSAL AND CONTRACT AGREEMENT CONTRACTOR'S CERTIFICATION OF NON-DISCRIMINATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible 65B-53 32 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the 8. Contractor may request that the United States enter into such litigation to protect the interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. FIRM SIGNED AND PRINTED NAME TITLE DATE 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center EXHIBIT C - NON -COLLUSION AFFIDAVIT PROPOSAL AND CONTRACT AGREEMENT NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) rr.��yr�-c.»y_�i.rr_�_gar_�K.�wiwm►ire-�.»•ia�.»�wa►rr_�Ha►�y-i In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the CONTRACTOR declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the CONTRACTOR has not directly or indirectly induced or solicited any other CONTRACTOR to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any CONTRACTOR or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the CONTRACTOR has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the CONTRACTOR or any CONTRACTOR, or to fix any overhead, profit, or cost element of the bid price, or of that of any other CONTRACTOR, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the CONTRACTOR has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. CONTRACTORS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signature and Notary Seal on the next page 65B-55 34 03:11:311WaG1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center PROPOSAL AND CONTRACT AGREEMENT NON -COLLUSION AFFIDAVIT SIGNATURE PAGE FIRM SIGNED AND PRINTED NAME TITLE State of California County of DATE Subscribed and sworn to (or affirmed) before me on this day of 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal 1010 111:1II Va_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center EXHIBIT D - COMMITMENT TO ENTER INTO MEMORANDUM OF UNDERSTANDING WITH THE SANTA ANA WORK CENTER PROPOSAL AND CONTRACT AGREEMENT NON -COLLUSION AFFIDAVIT Contractor understands and agrees that s/he will be required to enter into a Memorandum of Understanding (MOU) with the Santa Ana WORK Center to coordinate services. The purpose of the MOU is to establish a cooperative working relationship between the parties in order to provide program beneficiaries with information about WORK Center opportunities to find better jobs and careers. The MOU serves to establish the framework for providing services to employers, job seekers and others needing workforce services. The goal is to ensure that all program beneficiaries have been provided an opportunity to connect with the WORK Center and be assisted with the tools and knowledge necessary to enter the workforce or obtain a higher - paying job. The Santa Ana WORK Center is available to connect program beneficiaries to a full range of no - cost services, resources and opportunities to help: • Build the skills employers want most • Access training and/or education programs that lead to employment • Find the jobs and employers who are hiring • Screen for additional employment or social services • Receive support to succeed in job search Contractors are encouraged to contact the Santa Ana WORK Center at (714) 565-2629 to learn more about their programs and services and the terms and conditions of the MOU. A template for the MOU will be provided promptly to the Contractor after the announcement of an award. All terms contained in the Memorandum of Understanding are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. FIRM SIGNED AND PRINTED NAME TITLE DATE 65B-57 0 1010 111:]II Wa_1 City of Santa Ana RFP: Year -Round Homeless Shelter and Navigation Center 65B-58 37 iW:cu:31r►a:3 EXHIBIT A: NAVIGATION CENTER SCOPE OF SERVICES CASE MANAGEMENT A Case Manager's primary function is to connect clients to an array of social services, entitlements, Food Stamps, Medi-Cal, and assist clients with completing any applications for SSI, SSDI, Unemployment or retirement benefits. In addition, a Case Manager will work closely with the client to secure vital documents needed to obtain permanent housing such as:Birth Certificate, Driver's License or ID card, Social Security card, Passport, etc. Case Managers will also be the primary point of contact when assisting clients through legal issues, homeless court, and traffic tickets. Case Managers meet weekly, and at times much more frequently with clients to develop goals, to obtain and maintain housing, and to become stable and active in the community at large. Most importantly, Case Managers assist Housing Navigators when preparing a client for permanent housing. HOUSING NAVIGATIONAND SUSTAINABILITYSERVICES Housing Navigators support Case Managers as they work with clients to gain housing. A Housing Navigator's job is to cultivate and maintain housing inventory suitable to meet the needs of our clients. Housing Navigators assist clients when navigating the Housing Authority and the housing voucher system, landlord/tenant relations, rights and responsibilities of tenants. In addition, Housing Navigators can assist clients with a"hands on" approach when doing walkthroughs of potential units and introductions of the landlord and client. Housing Navigators assist clients from the housing application process through to the move in. Housing Navigators continue to support clients in housing as retention and stabilization specialists as well. SITE/PROGRAM MANAGEMENT The Site Manager is responsible for the day-to-day supervision of the facility and all staff assigned to the facility. Site Managers will maintain the facility up to city building codes and contractual obligations at all times. Site Managers serve as arbiter in client issues, and set standards of performance for all direct reports. Additionally, Site Managers will track and report on all contractual data and outcome reporting. SITE CLEANLINESS Site Assistants' primary function is to assist clients with their day-to-day needs including but not limited to: bedding, hygiene supplies, storage of personal items, transportation to and from appointments, laundry or food service where a client is physically incapable of completing these tasks without assistance. Site Assistants will also be responsible for the daily upkeep and cleanliness of the facility. In addition, a Site Assistant's role is to engage each client on a daily basis, build trust and rapport and ultimately a relationship that will allow for mutual communication and respect. This foundation is instrumental in addressing emergent issues with clients, and assisting in crisis de-escalation. 1 65B-59 0:cu:31r►a:3 SUBSTANCE USE COUNSELING The role of the Substance Use Counselor is to address clients who by their own admission suffer from the negative impact of substance use in their lives. Counselors will use a "Harm Reduction" approach when making contact with clients. The Harm Reduction model recognizes that each individual has the right to self-determination. We have had success with this approach, seeing numerous clients modify or discontinue use of substances. Counselors will be able to reflect back some of the negative and lasting effects that substance use may be having in a client's life, and offer them the therapeutic tools and support to build their own customized Recovery Plan. BEHAVIORAL HEALTH THERAPY The role of the Behavioral Health Therapist is to build trust and rapport with the client in an attempt to address possible past traumatic episodes. Using evidence -based practices, a Behavioral HealthTherapist who is able to gain the trust of their client can, in many cases, deliver services that assists the client with processing their past life experiences that have kept them from being able to move forward into stability. This plays a key role in preparing long-term or chronically homeless individuals for the possibility of being housed and remaining stably housed. PROGRAM LAYOUT The Navigation Center will include: • Sleeping Area • Pet Accommodations • Dining/Commons Area • Food Storage, Refrigeration, and Prep Area • Security Offices/Station • Site -Administration and Operations Offices • Intake and Private Meeting Areas • Restroom and Shower Areas • Laundry Facilities • Client Storage Area • Recreational Opportunities • Access to Computers In addition, the site will also feature: • Outdoor Facilities/Areas • Bike Rack Area • Outdoor Commons • Pet Area 2 M ME O:cu:31r►a:3 ADMISSION CRITERIA All clients must be literally homeless in the City of Santa Ana Clients will be admitted through the reservation system. A prospective client must be willing to participate in creating and working a housing plan, follow facility expectations, and maintain appropriate behavior with consideration for other clients. All clients must review and sign a copy of the "Client Expectation" document prior to entry. Intake staff will assist any clients who may have difficulty understanding or reviewing these expectations. A form of official identification is required to verify identity; however, a client will not be denied access to services without one Case Managers and/or Housing Navigators will assist clients in obtaining a California ID, providing each client with a no -cost ID voucher. EXIT PROCEDURES When a client must be exited for serious or continued rule violations, the following procedure will be used: • The client will have the procedure explained in a polite and concise manner. • The client will be given 2-3 alternatives for shelter (based on availability), and will be assisted with gathering all belongings. • Client will be asked to sign a Discharge document (client's refusal to sign will be noted and a second staff signature will suffice). • Client will be transported to either the shelter they have chosen or to one of the preapproved drop off/pick up destinations. When a client is exiting into housing or reuniting with family, they will sign the coinciding documents, gather their belongings, receive a certificate of successful completion, and be transported to their new living arrangement. GOOD NEIGHBOR POLICY Illumination Foundation is committed to communication with neighbors on an ongoing basis. As part of this commitment, a public inquiry phone number and contact information will be posted. Community stakeholders may call this number for information about the site or to have any questions answered. Any community complaints and/or inquiries about the program will be recorded and forwarded to the appropriate staff for prompt investigation. Illumination Foundation will be fully committed to an appropriate customer service response and will consider the resolution of community complaints a high priority. Illumination Foundation will also create and maintain a program website that will include important information for community stakeholders and clients alike. The website will include a "Frequently Asked Questions" section which will help to provide instant answers to community concerns. Illumination Foundation will highlight volunteer, in -kind, and donation opportunities encouraging community support for the program. 3 65B-61 iW:cu:31r►a:3 Illumination Foundation is committed to communicating and working collaboratively with the City, law enforcement, and fire departments through all stages of program implementation- from facility design to program execution. The intention of Illumination Foundation is to be as self-sufficient as possible and minimize the facility's impact on the local police and fire departments. This includes ensuring that staff and security are trained to properly manage and respond to an array of difficult situations that may occur at the facility. Illumination Foundation will provide an array of services and support that will be beneficial to local police and fire departments. These services include, but will not be limited, to: • Security Officers stationed both on -site and at shuttle locations • Designated beds reserved each night for law enforcement referrals • Staff Neighborhood Patrol will monitor surrounding area to control issues of loitering, abandoned property, and other blight • Training opportunities on mental illness, homeless sensitivity, or other topics of interest to supplement existing department trainings • Direct referral access to the Coordinated Entry System to connect homeless individuals with housing opportunities • Statistical reports on number of clients served, length of stay and/or demographic information Illumination Foundation will be committed to active participation in city and county -wide community events. To the extent that is reasonable and feasible, representatives of Illumination Foundation will attend meetings of the local Neighborhood Association(s) and local Chamber of Commerce(s) when invited, and communicate with neighborhood and business participants. Additionally, Illumination Foundation may sponsor special events, such as community resource fairs, which will include the community and the neighborhood on various occasions. STAFF PLAN Illumination Foundation will exercise their best efforts to prioritize Santa Ana residents while hiring for this facility, but may hire from any geographic area if necessary. STAFF TRAINING All Program staff will be trained when hired in: emergency evacuation, first aid procedures, mandated reporting policies, crisis intervention, and CPR procedures. This training will be repeated and updated annually and as needed. Staff may receive additional training on different topics as opportunities arise and are needed. Each staff member also receives on -going in-service training in crisis management, strength -based approaches, trauma -informed care, motivational interviewing, mediation, and positive communication skills. 4 65B-62 iW:cu:31r►a:3 Security staff will be provided sensitivity training to better equip them to work with homeless clients, and those in crisis. ACCESS TO SAFE SHELTER The Navigation Center will be accessible 24 hours a day, seven days/week, 365 days a year. In order to decrease the impact to the surrounding neighborhood, access to bed availability will be handled through a reservation system. No walk-ins for the Navigation Center Program or services will be permitted. Illumination Foundation shall prioritize all beds at the facility for use by persons who reside in Santa Ana, based on reasonable criteria established to determine residency. Approved referral agencies are City of Santa Ana authorities, including but not limited to members of the Santa Ana Police Department, Santa Ana staff, and/or third -parties under contract with the City for outreach and engagement services with homeless individuals. This includes CityNet, Illumination Foundation, and the Orange County Health Care Agency. LENGTH OF STAY Illumination Foundation proposes a 120- to 180-day length of stay; however based on a client's vulnerability, chronicity, and available housing inventory, more time may be required. It is Illumination Foundation's goal to match all eligible individuals to appropriate permanent housing at the earliest opportunity. Each client will have a Case Manager and Housing Navigator supporting their progress toward housing stabilization. The program is designed to provide this support until a housing option becomes available. However, at any time a client may be exited from the shelter for safety or continual shelter violations. SLEEPINGAREAS Due to the nature of this facility, beds provided will be single beds, in a dorm setting. Each client will be assigned a pillow and bedding for the length of their stay. Bedding will be washed and changed at regular intervals to promote health and cleanliness. Space will be divided to allow for separate sleeping areas for men and women, couples and families. Flexible sleeping space will also be provided for the transgender population, those dealing with illness or for other special needs populations. PET FRIENDLY Illumination Foundation believes in providing support for the most vulnerable individuals and their companion animals. The Navigation Center Program will provide space for a total of 30 companion/service/support animals. Clients may bring (1) pet with them up to the shelter maximum of 30. Animals must be maintained by the clients, however Illumination Foundation can help with linkage to animal resources, including veterinary and hygiene services in most cases. 5 65B-63 iW:cu:31r►a:3 MEALS Breakfast, lunch, dinner, and healthy snacks will be provided for all clients in a central dining area Hot meals will be purchased and delivered to the site daily from an Illumination Foundation service partner. These meals will be served to clients of the facility by both paid staff and volunteers. HYGIENE FACILITIES Hygiene facilities will be provided on -site including toilets and showers. Clients will be encouraged to utilize these facilities daily. Toiletries will be provided by Illumination Foundation to clients as needed. Laundry will be done by paid staff and volunteers at intake. Clients will be assisted with their laundry on a weekly basis to ensure a healthy shelter environment. As a preventative measure, upon entry all client's clothes and belongings will be sanitized and washed to prevent the spread of pests and allergens. TRANSPORTATION Illumination Foundation will provide transportation in vans and shuttles to predetermined drop off/pick up locations throughout the city of Santa Ana. In addition, Illumination Foundation will provide clients with transportation to and from doctors appointments, social services appointments, housing appointments and any other destination that is in alignment with the client's established housing plan. Some transportation may be completed by Uber, Lyft, and OCTA depending on the availability of transportation, the volume of clients requiring transportation on a given day, and the client's vulnerability and capabilities. SECURITY Illumination Foundation will contract with a state -licensed security vendor that will be stationed inside and outside of the facility property 24 hours a day 7 days a week. Illumination Foundation will follow policies and procedures that promote utmost safety for clients, staff, volunteers, and the community. Illumination Foundation will strive to provide an atmosphere that promotes community, stays alert for signs of conflict, and confronts behaviors before they escalate. The security plan will include a multifaceted approach involving secured entrances, security searches upon entrance, confiscation of harmful contraband, trained security personnel providing around -the -clock indoor and outdoor coverage, security cameras. and lighting. Other program elements that will support security efforts include no walk ups and no loitering policies. 6 M ME iM:c11:11Iz.] C U _ O E C (U 3 c Y O O E m Y C N N O C O N LO L 0 • O m N m p C N C �O M _ E o_ m N CL op N Y +n 3 O C U N (0 rl M > m N E X a CL Q O C a Q ppm N r g r^n Ln N N Ln !. 0) Ln � N �p J O o H d, ( v (U (U U • C O_ C N ] C fl c w ZC � O c v U ai N N X J CL U 1 O O i v O_ n 0 41 J e n d y F rvl fS O] � O M I ll F O vl t0 vl N m In Ie In w v �o m o m m o m w w .Ni O m oO C� o In u� m w m 1 T .ti d o In Ie vi T .ti Ie v m m N o w n n N m m m N V l0 N O] 1 M V n V I le m w � m oc rvi 1 w .i e'I N N V n � M O on] n V M O M vl M q O vMl M tip I�it I� n .i O vl t0 vl N N O] e1 O N m 1 of Lr� vi .ti od v vi o 1 O vl t0 vl e1 ri o �o �o ry n m w 1° o In M vi T .ti M n oO m m o m N Of O M M N .y M O 1 d 0 o m m o 0 0 0 1 O] m m m v n M n n In A r w � d N � w V y d ? ? 2 m n Z a d a d of Q a w d N 2. O - _ Io O - O Wa IG d LL 0 d d d N O I� W rvI l0 V N t0 O e'i N l0 O V I� M M m n n n m v Ie rvi rvi Lr� m O] ry vl Lr�N r] rr�m cr�.y (f N m O] t0 vl t0 M t0 M M V� N N N iA V I� V1 n V1 M l0 n V t0 n O] n m m o m w n t0 m m o O O] M I� O] O] ti vi n rvi w � � m rvi v �o O In n In m ry m m oO o d.-i vi ni °' I o m M 1If N rvi V� N N N iA Vl N N l0 m O m N M t0 V O] O� O N m � ] V O V I� NV W t0 N N N m V o] f cO O] N m V N N t0 V Om M lO O M O O] N N vl �O O V I� M V Ol ei Opf Of M� od m .N. m m w ry iMo n c m vv m o O] .Lri O O] m M O y0 n V 0 M M N rvi s O] V l0 VNl � T N ti A 01 N m �o In n om Lr o v r� In w Od ry m m n V 0 N N N M g vMi t2 m v ry m 3 8 `ry ^m m m v, �o O In m In o M n OR n .m. o v e+i om m N m uoi n V 0 N N N rvi 'O vg l O V �O M 1 O] yp e'I N t0 lv O O O O O O O O O N n n m L O1 vl IfV l0 rvl O] O] 1If t0 If fV V N lv N V� N N N iA A r Q � C � N d u 12 d y 2— L �°- o d O c o Q m d > g o 'a w w - v o E d. V N r r Idn a O r In r 2 E o a W 65B-65 103:II:i11PAl] AI RCRES STANDARD INDUSTRIAL/COMMERCIAL SINGLE -TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI -TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties. This Lease ("Lease"), dated for reference purposes only May 2020 , ismade byand between DYER 18 L ("Lessor")and ILLUMINATION FOUNDATION ("Lessee"), (collectively the "Parties," or individually a"Parry"). 1.2 Premises: That certain real property, including all improvements therein orto be provided by Lessor under the terms of this Lease, co only kno as (street address, city, state, zip): 1815 EAST CARNEGIE AVENUE, SANTA ANA, CA 92705 ("Premises"). The mrses��are locate 'n the County of ORANGE , and are generally described as (describe briefly the nature of the property and, if applicable, the "Project," if pr perty is located within a Project): AN APPROXIMATE 29,503 SQUARE FOOT FREESTANDING INDUSTRIAL BUILDING . Seealso Paragraph 2) \ 1.3 Term: 15 yearsand 0 months ("Original Term")commencing 202 (" ncement Date") and ending 2035 ("Expiration Date"). (See also Paragraph 3) - 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises com encing Al("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $61, 666.00 per month ("Base Rent"), payable on the 1ST day of each m ncing SEE ADDENDUM (See also Paragraph 4) ❑ Ifthis box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph SEE A DENDUM 1.6 Base Rent and Other Monles Paid Upon Execution: (a) Base Rent: $61, 666.00 for the period 1ST MONTH RENT_. (b) Security Deposit: $61, 666.00 ("Security Deposit"). (See also Parag9ph 5) (c) Association Fees: for the period (d) Other: for (e) Total Due Upon Execution of this Lease: $12 3 , 332 1.7 Agreed use: A HOMELESS NAVIGATION AND -RECU@eRAT VE CA E CENTER CLINIC AND i OFFICE SPACE .(See also Paragraph 6) 1.8 Insuring Party. Lessoris the"Insuring Parry" unless otherwise stated herei . See also Paragraph 8) 1.9 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges receiving a Disclo re ea Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate br0J0rsQBr0 ") and/or their agents ("Agent(s)"): er of (check one): ❑ the Lessor; or ❑ both the Lessee and Lessor (dual agent). the Lessor's Agent (salesperson or broker associate); or ❑ both the Lessee's Lessor's Brokerage Firm N/A License No. Lessor's Agent N/A License No. Agent and the Lessor's Agent (dual agent). Lessee's Brokerage Firm N/A Licensee<o. broker of (check one): ❑ the Lessee; or ❑ both the Lessee and Lessor (dual agent). Lessee's Agent N/A License No. check one): ❑ the Lessee's Agent (salesperson or broker associate); or ❑ both the Lessee's Agent and the Lessor's Agent(duaI age t). (b) Payment to Brokers Pon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if a is no such agreement, the sum of or Y of the total Base Rent) for the brokerage services rendered by the Brokers. 01 1.10 Guarantor. The legations oft Lessee under this Lease are to be guaranteed by THE CITY OF SANTA ANA ("Guarantor").(Seealso Paragraph 37) 1.11 Attachments. a d hereto are the following, all of which constitute apart of this Lease: ❑ anAddogQum cons 'ngof Paragraphs 51 through 70 ❑ a plot pl de he Premises; ac Bit of the Rules and Regulations; 2. P iseg! 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, Vvena s and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for pu es of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee Is advised to verify the actual size prior to executing this Lease. IN ITIALS IN ITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11.25-2019 65 B-66 Page 1 of 16 C iN:c11:111MAD] 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself dh respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental] cts, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's Lessee intended use, (c) has ma?e suc vestigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Pre es, (d) it is relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not mates o Lessege's decisi to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written re. tali f(s of warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representad , promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and III) it is Lessor's sole responsibility to ate th nancial capability and/or suitability of all proposed tenants. 2.5 Lessee s Pri ne Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the oy{pper or o nt of t e Premises. In such event, Lessee shall be responsible for any necessary corrective work. N Te 8ommencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 rly Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for suc o ssion prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially Accuples the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of is Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect tkinVOch period. Any such Early Possession shall not affect the Expiration Date. 3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25.2019 65 B-6 /J Page 2 of 16 WNIM11:111PA.I validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same maybe extended under the terms of any work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be \J�r discharged from ail obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required tote rider possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from a iaRer the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Fu r, ilLessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold posAssio ndl such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deem t e rent ("Rent")- 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset r deducti except as specifically permitted inthis Lease), on or beforethe dayon which it is due. All monetary amounts shall be rounded to the nearest wh e o r. In [ r<event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amounts fo m ni, Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual nu days aid month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to tim e,Ign,t in w ng. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regar s of L 's ebdorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored ny r� Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cas - s the Pa enis will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Ta. , anJre aini amoun[to any other outstanding charges orcosts. 4.3 Association Fees. In addition totheBase Rent, Lessee shall payto Lessoreach mooch an amount equal tor's association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the B S. Security Deposit. Lesseeshall deposit with Lessor upon execution hereof the Security De it as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor m use, apply or retain all or any portion of said Security Deposit for the payment of anyamount already due Lessor, for Rents which will be due in the future, and/omburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies al any por of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Securi epesit [o thef l,amount required by this Lease. Ifthe Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, depo addi al monies with Lessorso that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial S ' Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accomm to a subl ee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any cr wea nd tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the fina ial ndi of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be suffici o use Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Se rity Dep i[se rate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposi of u led by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that w e to was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any moniesto be poi y Lessee de his Lease. THE SECURITY DEPOSITSHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. N 6. Use. 6.1 Use. Lessee sha I use and occupy the Premiseso rthe Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or nuisance, or that disturbs occupants of or causes damage to neighboring premi sor properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shal t unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integriK oft improvements on the premises orthe mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor el s to withh consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor'so' coons [o the change in the Agreed Use. 6.2 Hazardous S rant (a) Reportabl es Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, m cture, osal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (1) potentially injurio to blic ealth, safety or welfare, the environment or the Premises, Ili) regulated or monitored by any governmental authority, or (III) a basis for potential liabilit of ssor any governmental agency orthird party under any applicable statute or common law theory. Hazardous Substances shall include, but not be ite , by ocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on t Premise whit constitutes a Reportable Use of Hazardous Substances withoutthe express priorwritten consent of Lessor and timely compliance (at Lessee's expen wit t%ppli able Requirements. "Reportable Use" shall mean (i) the Installation or use of anyabove or below ground storage tank, (ii) the generation, 10"%Lsior1Qto rage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or busine la required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicab Requirements requires that a notice be given to personsentering or occupyingthe Premisesor neighboring properties. Notwithstanding the foregoing, Lessee y use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, id per, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, Is not a Reportable Use, and doe not expose the Premisesor neighboring propertyto any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consentto any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, INITIALS INITIALS O 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B-68 Page 3 of 16 iM:cu-211WA l the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a / copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remedlation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, complywith all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harm from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out o r inv ing any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under t Lea's se It respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by L ee). Lessee obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created ors Bred Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration ortermination of this Lease. No nation, cancellation or release agreement entered Into by Lessor and Lessee shall release Lessee from Its obligations under this Lease with ect to H rdous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Except as Otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall inde ni , defe , reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of me 'on, hich result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligi a or will I mi Onduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be ited t of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay foranyinvest g ns or re is measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances On the Premise rior to Less 's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations', as defined in paragraph 7.3(a) below) of the emises, which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including a I n ssor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsib ties. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph91(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation there required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph I sor may, at Lessor's option, either(i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's a ense, in ich event this Lease shall continue in full force and effect, or (ii) if the estimated cast to remediate such condition exceeds 12 times the then monthly B e Rent or $10 , 00, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous bstanc ondition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a terminati n ce, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediati n of such ardour Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide L s ' h sai nds or satisfactory assurance thereof within 30 days fallowing such commitment. In such event, this Lease shall continue in full force and effect, d L hall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such noti ovi a required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of terminate . 6.3 Lessee's Compliance with Applicable Requirements. , Lessee shall, at Lessee's sole expense, fully, diligently and in timely manner, materially comply with all Applicable R 'em00 - ,the requirements of any applicable fire insurance underwriter or rating burea u, and the recommendations of Lessor's engineers and/or consul is whit el in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Dat Lessee shall, ithi 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencin essee's c pliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any docum is inv ed) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to of involving the failure of Lessee or the Premises to comply ny Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (I) any water damage to the Premises and ny suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the Bence of mold in the Premises. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the recei\1ys en request therefor, In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document w' iof [he receipt of a written request therefor. 6.4 Inspection; Comyl� ncend Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessorshall have the right to enter into Premises at anytime, in case of an emergency, and otherwise at reasonable times after reasonable notice,for the purpose of inspecting and/or testing the condition of the Premise. nd/ or verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, 0 Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental au In su case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or co amp I diction, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within SO days of the receipt of a written re st the f Lesze'c acknowledges that any failure on its par[to allow such inspections ortesting will expose Lessor to risks and potentially cause Lessor to m osts t to emplaced by [his Lease, [he extent of which will be extremely difficult [o ascertain. Accordingly, should [he Lessee fail to allow such inspections and/ testing a ti ly fashion the Rase Rent shall be automatically increased, without any requirement for notice [O Lessee, by an amount equal to 10% of [he then a 'n a en[ or $300, whichever is greater for [he remainder [o [he Lease. The Parties agree that such increase in Base Rent represents fair and reasonable sa n Jr She additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no e t c titu[e a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted tenance; Repairs; Utility Installations; Trade Fixtures and Alterations. Lessee's Obligations. (a) In General. INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. e Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65B-69 Page 4of 16 i0:cn:3I8a.1 I n nble2tiong) 9(02..,29aor Dastrrtio ),,nd IA(rngde. A2tin a)Lessee shall, at Lessee's sole expense, keep the Premises, Udlity Instal ladons (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portian of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), Including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, /\ floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee, in keeping the Premises In good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of at similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form su ante for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installe n the Prem s: (1) HVACequipment, (ii) bailer, and pressure vessels, (iii) fire extinguishing systems, includingfire alarm and/orsmoke detection, (iv) landscaping irrigation syste , (v) roof covering and drains, and (vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain anyor all uch s ice contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations underthis Paragraph 7.1, Lessor may enter upon th mises a 10 days prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Le ee half, aTtd put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. � (d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and witho elie Le a of liability resu lting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be r ired oth rtha at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated twe e4a 'es and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the da ct se Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the de minator hi is 144 (i.e. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. ] 7.2 Lessor's Obligations. , it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the i , or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the espective obligations of the Parties as to maintenance and repair of the Premises. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window, v gs, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equ' ment, p hing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machineryand equipment that can be removed witho oing material mage to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixture hethe y addition or deletion. "Lessee Owned Alterations and/or Utility Installations' are defined as Alterations and/or Utility Installations made by Lessee t t not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility into Nations t he Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the a excl gthe roof) without such consent but upon notice to Lessor, as long as theyare notvisible fromtheoutside, donot involve puncturing, relocatingorem n heroof oranyexisting walls,will notaHectthe electrical, plumbing, HVAC, and/orlife safetysystems, do nottriggerthe requirement foraddi' odi ns and/or improvements tothe Premises resulting from Applicable Requirements, such as compliance with Title 24, and the cumulative cost there during t is Le as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Not w stands e f egoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of r. EVirmay, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Ity Ins ati that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed pla Consent s II be eemed conditioned upon Lessee's: (1) acquiringall applicable governmental permits, (it) furnishing Lessor with copies of both the permits and t plans and ecifications prior tocommencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt a expe lbous manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly up mpletion furnish Lessorwith as -built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lasso may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150%of the estimated cost of such Alteration or Utllity Inst Wttion and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Le shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to orfor Lessee at or for use on the Premises, which claims are may secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice pri o the com cement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non -responsibility. If Lessee shall contest the idity of any such in, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and sfy such adverse judgment that maybe rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount ual to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in ch actin Lessee shall pay Lessor's attorneys' fees and costs. er 7.4 OwnIp; at; urrender; and Restoration. aallb lip. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessperty of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lt ations and Utllity Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shalln or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor y r ire that any or all Lessee Owned Alterations or Utllity Installations be removed by [he expiration or termination of this Lease. Lessor may require the removal any time of all or any part of any Les see Owned Alterations or Utility l nsta Nations made without the required consent. (c) Surrender; Restoration. lessee shall surrender the Premises by [he Expiration Dale or any earlier termination date, with all of the improvements, p s d surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wea and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoingond the INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B — /J O Page 5 of 16 provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and maybe disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment For Insurance. Lessee shall pay for all insurance required under Paragraph 8except to the extent of the cost attributable to liabil' in ante carried by Lessor under Paragraph 8.2(b) in excess of $2,D00,000 per occurrence. Premiums for policy periods commencing prior to or extending b yond the ase term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within 30 days following receipt of an invoi 8.2 Liability Insurance. 00 (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee L or as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, us occupan or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an a t less an $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an a or t least as broad as the Insurance Service Organization's "Additional Insured -Managers or Lessors of Premises" Endorsement. The policy shall tam infra -insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an"insur contra "for a performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor retie $�Lease any bligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to a tcohr Cory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in dition to, I not lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance- Building, Improvements and Rental Value. (a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in 'the a of Lessor, with loss payable to Lessor, any ground -lessor, and to any Lender insuring loss or damage to the Premises. The amount of suc insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender\.nsl tin no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, ayj1ersonal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insur gs of direct physical loss or damage (except the perils of Rood and/or earthquake unless required by Lender), including coverage for debris remova nd thentof any Applicable Requirementsrequiring the upgrading, demolition, reconstruction or replacement of any portion ofthe Premises asthere tof acyySaid policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation gua rot C'fion causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer a Index for All Urban Consumers forthe city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deducti ount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b) Rental Value. The Insuring Party shall obtain and k . fort licy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended p od of i am 'ty for an additional 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, d the a ount coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for yo u amount in the event of such loss. (c) Adjacent Premises. If the Premises are ar building, orof a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for a property su ce of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. 8.4 Lessee's Property; Business Interruption Insu ce; W ker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and i in insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be fu replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Business In[errup n. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attribute e t II perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result oIfsuch its. (c) Worker's mpensatlon In rance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirement Such icy shall include a'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of Insuranc r py of the policy required by paragraph 8.5. (d) Represen Non of Adequate Coverage. Lessor makes no representation that the limitsor formsaf coverage of insurance specified herein are adequatetocove as rop y, business operations or obligations under this Lease. 8.5 Insuran P ies. nsurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A-, VII, as set f i e m current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anyt g which nvali tes the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certifi esw f the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject U n except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of r surance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which all be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure ain the same. Waiver of Subrogation. Without affecting anyother rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. r� Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B- /J 1 Page 6 of 16 iM:cu-211WA l effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case maybe, so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees, contractors or invitees. If any action or proceeding is broughtagainst Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Less or its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee' ployees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steanafelecfNity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, liances, p �bing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upo other portions oAtpe building of which the Premises area part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenon fLes or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (III) injury to Lessee's business or for any loss of into profit therefrom. Instead, it is intended that Lessee's sole recourse in the event ofsuch damages or injury be to file a claim on the insurance policy(ies) t Lessee is quired to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance re aired h ei ill a ose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficu o as rtai Accordingly, for any month or portion thereof that Lesseedoesnot maintainthe requiredinsumnce and/ordoesnot provide Lessor with the require indersor erd atesevidencingthe existenceof therequired insurance, the Base Rentshall beautomatically increased, without any requirement for noticeto ee, m unt equal to 10%of the then existing Base Rent or $100, whichever isgreater. The parties agree that such increase m Base Rent represents iron ea able compensation for the additional risk/costs that Lessor will incurby reason of Lessee'sfailure to maintain the required insurance. Such red in se tshall in no event constitute a waiverof Lessee's Default or Breach with respectito the failure to maintain such insurance, prevent the exercise any of the her rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improve Ants on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the da r destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or tat. (b) "Premises Total Destruction" shall mean damage or destruction to th remises, of than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or lessfrom the d e of the damage o7�destruction. Lessor shall notify Lessee in wridngwithin 30 days from the date of the damage or destruction as to whether or not the damage art �r Total. (c) "Insured Loss" shall mean damage or destruction to improvements o N Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered bythe nce de It in Paragraph 8.3(a), irrespective of anydeductible amounts or coverage limits involved. (d) "Replacement Cost" shall mean the cost to repair o uild t provements owned by Lessor at the time of the occurrence to their condition existing immediately priorthereto, including demolition, debris efioval Ad uprading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean th cc en discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises whipefeciMnesr oration. 9.2 Partial Damage - Insured Loss. If a Premi Parti)th Be at is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alteratio and stallations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, apair ofanydamage ordestruction thetotalcost torepair ofwhich is $30,000or less,and, in such event, Lessor shall make anyapplicable insurance proceedsto Lessee ona reasonable basisfor that purpose. Notwithstanding the foregoing, ifthe required insurancewas notin forceorthe insurance proceeds are nott to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is see's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique natur of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the sho gensurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assuranc_Vhereof, wi in 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance ther (within said SO period, the party responsible for making the repairs shall complete [hem as soon as reasonably possible and this Lease shall remain in full fort nd eff . If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restorati repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shot remain in full force and effect, or(ii) this Le terminate 30 daysthereaher. Lessee shall not be entitled to reimbursement of any funds contributed by lessee to repair any such damage or destru o . is artial Damage due to flood or earthquake shall be subjen to Paragraph 9.3, notwithstanding that there may he some insurance coverage, but the t p ee f any such insurance shall be made available for the repairs if made by either Party. 9. alD age - Uninsured Loss. If a Premises Partial Damage that is not an Insured Lossoccurs, unless caused bya negligent orwillful actof Lessee (in whit vent Le ee s II make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event 's Le c ntinue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge pf oc ence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee al ve the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage Jithout reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such COMMIT 2nt. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the air funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. .4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages INITIALS INITIALS Oc 2019AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B —72 Page 7 of 16 A:c11:111ril from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease orto purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (1) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (IT) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessorwith funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, -at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option sh Mbe extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Conditi on for whit essee isn responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage sha a abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value in ante II other obligations of Lessee hereunder shall he performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, r or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meani fu uch pair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or recto ti , give ritten notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less t 60 ys f awing the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Leases II termin to as f the date specified in said notice. Ifthe repair or restoration iscommenced withinsuch 30days,this Leaseshall continue infull forceand effect."Co enc ILpt an eitherthe unconditional authorization ofthe preparation ofthe required plans, orthe beginning ofthe actual work on the Pr In ver firs[ occurs. 9.7 Termination; Advance Payments. Upon termination ofthis Lease pursuant to Paragraph 6.2(gj or Par raph 9, a qui le adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addieturn to ssee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. ��K 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of as essment; real estate, general, special, ordinary or extraordinary, or rental levy ortax (otherthan inheritance, personal income orestate taxes); improvement bond- -"or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises orthe Project, Lessor's right to other income th m, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the 3i ing ress. Real Property Taxes shall also include any tax, fee, levy, assessmentor charge, or any increase therein:(1) imposed by reason of eventsoccurri Gf during the mofthis Lease, including but notlimited to,a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment vided y Lessor t essee pursuant to this Lease. 10.2 Payment of Taxes. In addition to Base Rent, Lessee shall pay to Lessor a mo equal to the Real Property Tax installment due at least 20 days prior to the applicable delinquency date. If any such installment shall cover anyperiod of time for to or after the expiration ortermination of this Lease, Lessee's share of such installment shall be prorated. In the event Lessee incurs a late charge Rent p en[, Lessor mayestimate the current Real Property Taxes, and require that such taxes be paid in advance to Lessor by Lessee monthly in advance w the yay�en of the Base Rent. Such monthly payments shall bean amount equal to the amount ofthe estimated installment of taxes divided by the nu of m t remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable tax bill is known, the amoun such qual onthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor i sufficie top such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments may be interm le I er moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, the y s a nce payments may be treated by Lessor as an additional Security Deposit. 10.3 Joint Assessment. If the Premises are no parately a sse Lessee's liability shall bean equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parc e sessed, suc proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's worksheets orsuch other information as be re onably available. 10.4 Personal Property Taxes. Lessee shall pay, prior d quency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal prope of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipmen nd all other personal property to be assessed and billed separatelyfrom the real property of Lessor. If any of Lessee's said propertyshall be assessed with Le r'S real property, Lessee shall pay Lessorthe taxes attributable to Lessee's property within 10days after receipt of a written statement setting forth the taxe pp ble to Lessee's property. i 11. Utilities and Servlces,�essee shall p for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes�ereon. any such rvices are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges join m red or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interru lion ordi ntinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repairor other cause beyond Lessor's reasonable contr Lriqcoope 'on with governmental request or directions. Within fifteen days f sor's Xritten request, Lesseeagrees to deliver to Lessorsuch information, documents and/or authorization as Lessor needs in order for Lessor tom wR new or existing Applicable Requirements relatingto commercial building energy usage, ratings, and/orthe reporting thereof. INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B- /J 3 Page 8 of 16 i0a:u:31Va.1 :tae 4( 13. Default; Breach; Rers. 13.1 Defau - Breach. Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations unde III e.A reach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grac pe" d:-*� a The andonment of the Premises; or the vacating of the Premises without providing a commercially re asonable level of security, or where the cove a of the rop y insurance described in Paragraph 8.3 isjeopardized as a result thereof, or without providing reasonable assurancesto minimize potential vanda m. A, ^�, Ne The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, liken l�ie, to provide reasonable evidence of insurance orsurety bond, orto fulfill any obligation underthis Leasewhich endangers or threatens life or property, here such failure continues fora period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOROF A PARTIALPAYMENT OF RENT OR ECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHTTO RECOVER POSSESSION OF THE EMI S. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, actor acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue fora period of 3 business days following written notice to Lessee. In the INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65B-74 Page 9of 16 i0:cn:3IDa.1 event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non -curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor,(vii) any document requested under Paragraph 42,(viii) material safety data sheets(MSDS), or fix) any other documentation or C information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure con tin utten Lies for a period of 10 days following writ notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee conlOnces such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors i)be mga "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismisse ithin 60 d ; (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest' this Lease, whe possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's a is loud at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any prov of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaininggstavisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materia lly false. ��� (h) If the performance of Lessee's obligations under this Le a se is guaranteed: (i) the death of a Guarantor,(ii) the terminad Guidntor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent o e' e s 'ect a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, a Lessefailu within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then aXngr f Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this13.2 Remedies. If Lessee failsto perform anyof its affirmative duties or obligations, within l0 daysafteren notiase of emergency, without notice), Lessor may, at itsoption, perform such duty or obligation on Lessee's behalf, including but not limited t e obtainin f reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to %ofth osts and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without furthe U or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in 51nich case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would ha IN earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; 'ii the wo at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental to that the Lease roves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the L ee's far re to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the t recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' es, and th ortion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time at; tof th mount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate f thyreWerad Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate dam sed essee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease btaine hro h the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recover le the or, L ssor may reserve the right to recover all or any part thereof in a separate suit. If a noticeand graceperiod required under Paragraph 13.1wa pre' lygiven,anotice topay rentorquit, orto performorquit givento Lesseeunder the unlawful detainerstatute shall also constitute the notice requir DLe h .1. In such case,the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failu ofret eDefaultwith in the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to trovided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's righttoand recover the Rent as it becomes due, in which event Lessee may sublet or assign, su bject only to reasonable limitations. Acts of maintenance, effortstor the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to pos ession. (c) Pursue any other re dy now or hereafter available under the laws orjudicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/ termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or acc��ru g du the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Re pure. Any a eement for free orabated rent or othercharges, the cost of tenant improvements for Lessee paid for or performed by Lessor, or furthe giving aying y Lessor tbcor for Lessee of anycash orother bonus, inducement or consideration for Lessee's entering into this Lease, all ofwhich concessions are hereina ref ed to as"Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions o is Lease. Upon Breach ofthis Lease by Lessee, anysuch Inducement Provision shall automatically be deemed deleted from this Lease and of no further or effe and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provi n s im edia[(e due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of or tsotated of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless eclfic yin writing by Lessor at the time of such acceptance. 4k3.4 Late C h. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact anrci f w c II -be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which maybe iMPbw,dKn Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requireNent-ft,r noticeto Lessee, Lesseeshall immediately pay to Lessor a one-time late charge equal to 10%of each such overdue amount or $100, whichever is greater. IheParties herebyagreethat such late charge represents afalrand reasonable estimate ofthecosts Lessorwill incurbyreason ofsuch latepayment. tcepta a of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the eR rf of anyof the other rights and remedies granted hereunder. In the event that elate charge is payable hereunder, whether or not collected, (or 3 consecutive inst Invents of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/2020 4:53 PM STN-27.30, Revised 11-25-2019 65 B- /J 5 Page 10 of 16 WOMM11:311PA.I advance. 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed bylaw. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event he less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt aid notice, or If having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and et f Rent the actual and reasonable cost to perform such cure, provided, however, that such offset shall not exceed an amount equal to the greater of one nth's Bas en or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall do ment the cost o id cure and supply said documentation to Lessor. ` Z 14. Condemnation. If the Premisesor any portion thereof are taken underthe power of eminent domain or sold under the threat of the exercis (said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or po a whic ver first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemna n, s ay, at Lessee's option, to be exercised in writing within SO days after Lessor shall have given Lessee written notice of such taking (or in the ab f su otice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning or es suc p055 sion. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of th remis ma ing, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Conde 'on s and or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, value theNrt taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Les e's relocatiollpxPelmses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of thi Nragraph. F Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee Ikd Le!soge shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, or shall repair any damage to the Prpmicpa raucpd by curh rnndemnation_ 16. Estoppel Certificates. (a) Each Party (as "Reap Ifding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliverto the Requesting Party a s ment in writing inform similar to the then most current"Estoppel Certificate" form published BYAIR CRE, plus such additional information, confirmation and/ stat ents as maybe reasonably requested by the Requesting Party. (b) lithe Resp ing Party II fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate staff hat: (1) the Leas in full force and effect without modification except as may be represented by the Requesting Party, III) there are no uncured defaults in the ques Party's performance, and (iii) if Lessor isthe Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers an umbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts rained in id Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and poten ny Les rto incur costs not contemplated 6y this lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execu /or wer a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any require ent non to Lessee, byan amount equal to 10% of the then existing Base Rent or$100, whichever is greaterfor remainder ofthe Lease. The Parties agre hat such ncre a in Base Rent represents fair and reasonable compensation forthe additional risk/costs that Lessorwill incur by reason of Lessee's failure to provi a el[ rtificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide ,ot opp<Certificare nor prevent the exercise ofany ofthe otherrightsand remediesgranted hereunder. (N If Lessor desires to finance, refinance, or sell the Premises, or any partthereof, Lessee and all Guarantors shall within 10 days after written notice from Les r deliver to any potential lender orpurchaser designated by Lessor such financial statements as maybe reasonably required by such lender or purchaser, includin ut not limited to Lessee's financial statements for the past 3years. All such financial statements shall be received by Lessor and such lender or purchaser in fi ce and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-2730, Revised 11-25-2019 65 B- /J 6 Page 11 of 16 M:c11:111PAW sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. / 18. Severabillty. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in noway affect the validity of any other \/\ provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used In this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members, direct officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this jAse, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties unthis Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter ntion tfherein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lea d asto use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto orwith respect to any default or breach here fby rPa 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any tern covenant or condition hereof, or of any subsequent Default or Breach by or approval of, any act shall not be deemed to render unnecessary I construed as the basis of an estoppel to enforce the provision o rowsic (b) The acceptance of Rent by Lessor shall not be Nalverc account of monies or damages due Lessor, not withstandin qu'd and/or conditions shall be of no force or effect whatso runle pe" (c) THE PARTIES AGREE THAT THE TERM OF THIS LEASf SH PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TOX4EEXTENT HAl INITIALS © 2019 AIR CRE. All Rights Reserved. STN-27.30, Revised 11-25-2019 cdjfflhqLorcoNtion hereof by Lessee, shall be deemed a waiver of any other term, ess of ale or of any other term, covenant or condition hereof. Lessor's consent to, aini Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be of 1 NLease requiring such consent. De ult or Breath by Lessee. Any payment by Lessee may be accepted by Lessor on .state ents orconditions made by Lessee in connection therewith, which such statements ally agreed to in writing by Lessor at or before the time of deposit of such payment. LLGOVERN WITH REGARD TO ALL MATTERS RELATEDTHERETO AND HEREBY WAIVE THE SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. INITIALS 65B-77 Last Edited: 4/30/20204:53 PM Page 12 of 16 iMcu-211WA.] 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or term inatio [ event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holCngover 27. cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulativerhalre?hecfies at law or in equity. 2B. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by pssee and conditions. In construing this Lease, allheadingsand titles are for the convenience of the Parties only and shall not be considered apa required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one t rather according to its fair meaning as a whole, as if both Parties had prepared it. 29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, cessors an assigns and be governed bythe laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shal initia d in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be lega inding. 30. Subordination; Attornment;Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and su dinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereaker placed on a Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees the hold of any s I Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under s Lease. Any LNder may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof t ssee, reupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordart %Vereof. 30.2 Attornment. In the event that Lessor transfers title to the Premi s, or the ises are acquired by another upon the foreclosure or termination of Security Device to which this Lease is subordinated (i) Lessee shall, subject t t -disfavrice provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of t is L e, ith such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new leas en L ee and.,uch new owner, and (i!) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of sor's ob gatio s, excep' that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisiti of ow ) be st bject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one mo ' en , d) be lia le for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non -Disturbance. With respect to Securi Devices ent ed in o by Lessor afterthe execution of this Lease, Lessee's subordination ofthis Lease shall be subject to receiving a commercially reasonable non-dis bance agr ement (a "Non -Disturbance Agreement") from the Lender which Non -Disturbance Agreement provides that Lessee's possession of the Premises, and thi ase cluding any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premis urther, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obt in a Non -Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provid a Non -Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution an 'very of Non -Disturbance Agreement. 30A Self -Executing. Th greem is contained in this Pa raga ph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from�sor ora Len r in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably rep Kd5 togparately ocument any subordination, attornment and/or Non -Disturbance Agreement provided for herein. 31. Attorneys'Fees. If aor Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the PYwi a as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in thorr overed in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall inclu[ itation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlem , i e abandonment by the other Party or Broker of its claim or defense. Theattorneys' feesaward shall not be computed in accordance with ny rt feec shallbe suchas [ofully reimburse all attorneys' feesreasonably incurred. In addition, Lessor shall beentitled [oattorney! fees,costs and expen inc eparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently Aommen in connection with such Default or resulting Breach ($2001s a reasonable minimum peroccurrence for such services and consultation). 32. Le or's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at anytime, in the case of an emergency, and at hewisf at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such 44teradpAs, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, se s, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. INITIALS INITIALS 0 2019 AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B-78 Page 13 of 16 i0:cn:3I8a.1 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at anytime and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 3S. Term! nation; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall a utomaticallyterminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue anyone or all existing subten a ncies. Lessor's failure within 10 days following any such event to elect to the contrriry by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. / 36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is reVed an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including butk ited IN architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Less t, include but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon rec t voice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Detaach by Lessee of this Leaseexists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise spe "cally stariting by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the im p iti at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being giv he nt that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determi on, e ddVrmining party shall furnish its reasons in writing and in reasonable detail within SO business days following such request. ( E 37. Guarantor. 37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published B R C , nd�ach such Guarantor shall have the same obligations as Lessee under this Lease. tf 37.2 Default. It shall constitute a Default ofthe Lessee if any Guarantor fails or refuses, upon request to pr 'de: (a)evi ence of the execution ofthe guaranty, including the authority of the party signing on Guarantor's behalfto obligate Guarantor, and in the case ofa corpora Guara or, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certiffcate, written confirmation that the guaranty is still in effect. 36. quiet Possession. Subject to payment by Lessee of the Rent and performance of all of t covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment o e emises during the term hereof. 39. Options. If Lessee is granted any Option, as defined below, then the following p isions shall ly 39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the t of or yenewthis ease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offe $,lea either the Premises or other property of Lessor; (c) the right to purchase, the right of firs[ offer to purchase orthe right of first refusal to purchase the Premises 8 other property of Lessor. 39.2 Options Personal To Original Lessee. Any Option granted to Les i his Lea 3L is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is i ullp on of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any m?)ing ons o extend or renew this Lease, a later Option cannot be exercised unlessthe prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise a ptto he period commencing with the giving of any notice of Default and continuing until said Default is cured, (il) duringthe period of time any Rerf is unpaid ( hod regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been gi jar more otices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option a exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall term' to and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement o e extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of LessoVb giNpotice thereof), or (ii) if Lessee commits a Breach of this Lease. 40. Multiple Buildings. I he Premises aR a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which L sor may hake from me to time for the management, safety, and care of said properties, including the care and cleanliness ofthe grounds and including the parking, a 'fig and unloading of vehicles, and to cause itsemployees, suppliers, shippers, customers, contractors and inviteesto so abide and i agree conform. Lessee pay itsfair share of common expenses incurred in connection with such rules and regulations. 41. Security Me ures. see hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service orother security measures d that e r sha ave no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents din es err property from the acts of third parties. r 42. R serva'6pq.Le sor reserves [o itself the right, from time to time, to gran[, without the consent or joinder of Lessee, such easements, rights and dedications ess i ems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not un as bly interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easeme righ s, dedication, map or restrictions. 3. Pe ormance Under Protest. If at anytime a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions h , the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65 B— /J9 Page 14 of 16 107:ILyI80A91 was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 44. Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30days after request, deliver to the other Party satisfactory evidence of such authority. (b) Ifthis Lease is executed by more than one person or entity as "Lessee', each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all o he named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall s to one and the same instrument. 45. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by typew itten or handwritten provisions. 46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an ertoleas athe other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 47. Amendments. This Lease may be modified only in writing, signed by the Parties in interest atthe time of the modificati long eydo not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non -monetary modifications to this Lease a aY 6e aso bly required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACT I MS71FQR0 DING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. \\ 49. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or B ers arisig out of this Lease ❑ is V is not attached to this Lease. 50. Accesslbility;Amerlcanswith Disabilities Act. (a) The Premises: have not undergone an inspection by a Certified Access Specialist (CASp). Note: A determine whether the subject premises comply with all of the applicable constructior require a CASp inspection of the subject premises, the commercial property owner the subject premises for the occupancy or potential occupancy of the lessee or ten [, arrangements for the time and manner of the CASp inspection, the payment of the f correct violations of construction -related accessibility standards within the pwrmses. ❑ have undergone an inspection by a Certified Access Specialist (CASp) a rt w accessibility standards pursuant to California Civil Code §55.51 et seg1@ssee owl, executing this Lease and agrees to keep such report confidential ie^ cess Specialist (CASp) can inspect the subject premises and ed acc ability standards under state law. Although state law does not may not �hibitthe lessee ortenant from obtaining CASp inspection of tested by the lessee or tenant. The pa rties shall mutually agree on the ie CASp inspection, and the cost of making any repairs necessary to hned that the Premises met all applicable construction -related that it received a copy of the inspection report at least 48 hours prior to have undergone an inspection by a Certified Access Speciali (CASp it iAas determined that the Premises did not meet al l applicable construction -related accessibility standards pursuant to California Civil Code §5 t s essee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report co dential ep s necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspe an rep by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance wit he Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes arranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises req " e odifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary mo cations d/or additions at Lessee's expense. LESSOR AND LESSEE HAV REFULLV REA ND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND BY THE EXECUTION OF THIS LEASE SHOW THEIRINF MEDADVOLUNTARVCONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIMETHIS LEASE ISEXECUTED, THETERMSOF THIS LEASE ARE COMMER Y REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TOTHE PREMISES. ATTENTION: NOrOUNSELAS OR RECOMMENDATION IS MADEBYAIRCRE ORBYANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT,ORTAX CONSEQUENCES OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SE ICLAS TOTHE LEGALANDTAX CONSEQUENCES OF THIS LEASE. 2. AINA NSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMI TO: SENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF OP NGD THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNNI : I HRE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THELAW OFTHE STATE IN WHICH THE PREMISES ARE LOCATED. N Iles hereto have executed this Lease at the place and on the dates specified above their respective signatures Executed at: Executed at: INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited: 4/30/20204:53 PM STN-27.30, Revised 11-25-2019 65B-80 Page 15 of 16 M:c11:111VAD] On: On: By LESSOR: By LESSEE: DYER 18, LLC ILLUMINATION FOUNDATION By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Address: Address: Federal ID No.: Federal ID No.: BROKER BROKER N/A N/A Attn: N/A Attn: A Title: Titl Address: Phone: Fax: Email: Federal ID No.: _ Broker DRE License #: Agent DRE License k: AIR CRE NOTICE: Nopart INITIALS © 2019 AIR CRE. All Rights Reserved. STN-27.30, Revised 11-25-2019 Em� Fe al ID No.: Broker DRE License N: Agent DRE License #: " 213.687.8777 " contmcts@aimm.com aduced In any form without permission in writing. INITIALS Last Edited: 4/30/20204:53 PM Page 16 of 16 Lm � • i0a:u0111V I ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE -TENANT LEASE -NET FOR CERTAIN PREMISES COMMONLY KNOWN AS 1815 EAST CARNEGIE, SANTA ANA, CALIFORNIA 92705 JUNE , 2020 This Addendum (this "Addendum") is being executed concurrently with and is made a part of that certain lease titled "Standard Industrial/Commercial Single -Tenant -Net" dated June , 2020 (the "Form Lease") by and between Dyer 18, LLC ("Lessor") and Illumination Foundation ("Lessee") and this Addendum shall control in the event of any inconsistency with the provisions of such Form Lease. The Section and Paragraph Numbers of this Addendum are new added Sections and Paragraphs to the Form Lease. As used herein, the "Lease" shall mean the Form Lease as supplemented and amended by this Addendum. Unless otherwise defined in this Addendum, any defined word contained in this Addendum has the same meaning as it is defined in the Form Lease. 51. Intentionally Omitted. 52. Rent Commencement. Notwithstanding anything to the contrary set forth in this Lease, Base Rent shall commence, and the first monthly payment of Base Rent shall be paid, on the Commencement Date. If the Commencement Date is not the first day of a calendar month, then such first monthly payment of Base Rent shall be in an amount equal to the aggregate of a prorated Base Rent payment (based on a 30 day month) from such day to the end of that calendar month plus the amount of the full Base Rent payment for the next consecutive calendar month. 53. Rent Adjustments. On the first day of the 13`s month of the Term ("First Rent Adjustment Date"), the monthly Base Rent payable under this Lease shall automatically increase by 3.0% from the monthly Base Rent amount due and payable during the immediately preceding year. Thereafter, on each anniversary of the First Rent Adjustment Date (each being a "Subsequent Rent Adjustment Date") during the Term hereof, the monthly Base Rent payable under this Lease shall further automatically increase by 3.0% from the monthly Base Rent amount due and payable during the immediately preceding year from the then last immediately preceding Subsequent Rent Adjustment Date. 54. Lessee's Improvements. Notwithstanding anything to the contrary set forth in this Lease, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall be free and clear of any and all liens and/or encumbrances in favor of any third -party and shall be available, without limitation, to secure Lessee's faithful performance of its obligations as set forth in this Lease. Upon any default or breach of this Lease by Lessee whereby Lessor elects to terminate the Lease, such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall remain upon and be surrendered by Lessee to Lessor with the Premises, subject to Lessee's right to remove the same, at Lessee's sole cost and expense, as set forth below. The Premises shall otherwise be returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted. After the Commencement Date, and thereafter from time to time at the reasonable request of Lessor, Lessee hereby agrees to execute certain security instruments, including, but not limited to, a UCC Form-1 or other filing, in order to create and/or perfect Lessor's security interest in such Utility Installations, Trade Fixtures and Alterations, as set forth herein, which security instruments will be prepared by Lessor and submitted to Lessee, and recorded by Lessor, at Lessor's sole cost and expense. Upon any termination or earlier expiration of this Lease not resulting from the default or breach of this Lease by Lessee, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, located iMa:110111V I in the Premises shall remain upon and be surrendered by Lessee with the Premises, subject to Lessee's right to remove the same, at Lessee's sole cost and expenses, asset forth below. The Premises shall otherwise be returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted. Notwithstanding the foregoing, upon any termination or expiration of this Lease not resulting from the default or breach of this Lease by Lessee, Lessee, at Lessee's option, shall have the right to remove any such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, at Lessee's sole cost and expense, provided that (a) all such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations shall be removed by Lessee within 15 days after such termination or expiration of this Lease and (b) Lessee shall, at its sole cost and expense, repair any damage to the Premises caused by such removal. 55. Lessor's Obligations. Notwithstanding anything to the contrary set forth in the Lease, Lessor shall not be required to (a) remediate or rectify any fixture non-compliance with governmental regulations or (b) provide ADA upgrades to the Premises, resulting from the specific and unique use of the Premises (including without limitation, the Shelter) by Lessee or resulting from any Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, or other alternations or improvements to the Premises, made by Lessee, unless such remediation or upgrades would have been required of any general office or commercial tenant and are not required as part of Lessee's work, improvements or Alterations made or being made by Lessee to the Premises prior to occupancy of the Premises to the extent required to permit Lessee's occupation and use of the Premises. Except as otherwise specifically set forth in this Section 55 below, Lessor shall not be required to make or incur any capital expenditures or commence or complete any remediation of Hazardous Substances or any non- compliance with governmental regulations now in effect; provided, however, the foregoing is not intended to and shall not impose upon Lessee any obligation to remediate any Hazardous Substances located on the Premises as of the date hereof unless such remediation is required with any work, improvements or Alterations made or being made by Lessee to the Premises prior to occupancy of the Premises to the extent required to permit Lessee's occupation and use of the Premises. Furthermore, notwithstanding anything to the contrary set forth in the Lease, it is the intent of Lessor and Lessee that Lessor shall have no responsibility or obligation whatsoever, except as otherwise specifically set forth in this Section 55 below, for the maintenance, repair or replacement of all or any portion of the Premises, Building, or Project, including, without limitation, the roof and the HVAC system, such responsibility and obligations being that of Lessee. Lessee shall properly use, operate and safeguard the Premises, including, if applicable, any landscaping, furniture, furnishing and appliances, and all mechanical, electrical, boilers, refrigeration equipment, gas and plumbing fixtures, HVAC and other building systems, and smoke detectors and fire alarms, and keep them and the Premises clean, sanitary and well ventilated and all drains free from blockages or stoppages. Lessee shall be responsible to pay for all utilities, sewer charges and any roof repairs caused by Lessee's use or misuse of the roof. Lessee shall properly insure all of the Premises and all of Lessee's and its guests', patients' and invitees' personal property. Notwithstanding the foregoing, if after the Commencement Date, the roof or HVAC system needs replacement (being that the cost to repair exceeds 50% of replacement), or there is required any structural repair to the Premises, during the Term of this Lease (as the same may be extended by any Extension Option), through no fault of Lessee, and the cost of such replacement or structural repair is not covered by insurance required to be maintained by Lessee hereunder, then in such event Lessor shall replace the roof or HVAC system, or make such structural repair, at Lessor's cost, but Lessee shall be obligated to pay each month during the remainder of the term of this Lease (as the same may be extended by any Extension Option), on the date on which Base Rent is due, an amount, in addition to the then Base Rent, equal to 1/144 b of the cost of such replacement or structural repair. Notwithstanding iMaMMIMIN ►OI the foregoing, Lessee is responsible for any and all upgrades to the existing HVAC system (including, without limitation repair, replacement or additions) to accommodate Lessee's use of the Premises as a Shelter and its required occupancy and usage of the Premises, all of which shall be completed prior to Lessee's opening of the Shelter at the Premises. Any such replacement roof and HVAC system required hereunder shall substantially similar to the current roof and HVAC system as chosen and installed by Lessor using its reasonable judgement in good faith. Nothing in this Section 55 shall be deemed or construed as modifying or amending Lessee's obligations for the regular maintenance and repair of the Premises, roof and HVAC system. Notwithstanding anything to the contrary set forth herein, Lessee hereby affirms and agrees that (a) the current HVAC system in the Premises is acceptable to Lessee in its current condition, (b) the roof is acceptable to Lessee in its current condition and (c) that if the current HVAC system, any current structural portion of the Premises or the roof requires any repair, modification, upgrade or replacement to permit the Premises to be occupied by Lessee or operated as a Shelter, Lessee shall make such repair, modification, upgrade or replacement and Lessor shall have no responsibility or liability with respect thereto. Additionally, and notwithstanding the foregoing, in the event that Lessee replaces the current HVAC system with a whole new system (as opposed to any repair or addition to the current system) as part of Lessee's initial tenant improvement work to the Premises, prior to its occupancy and usage of the Premises as a Shelter, and such replacement system is approved by Lessor in using its reasonable judgement in good faith, Lessee and Lessor agree that the cost of such replacement shall be shared equally by Lessor and Lessee and Lessor shall pay to Lessee Lessor's share within the later of 15 days after (a) Lessor's receipt from Lessee of request therefore (with reasonable evidence that such invoices have been paid in full or will be paid in full with Lessor's funds) and (b) Lessee has opened the Shelter. 56. Neighborhood Conditions. Lessee represents and warrants to Lessor that it is aware of neighborhood or area conditions, including schools, proximity and adequacy of law enforcement, crime statistics, proximity of registered felons or offenders, fire protection, other governmental services, availability adequacy and cost of an speed -wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazard or circumstance, cemeteries, facilities and condition of common areas, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Lessee. 57. Condition of Premises. Notwithstanding anything to the contrary in the Lease, Lessor shall deliver the Premises in its current "as is" condition as of the date hereof, and Lessee shall, and does hereby, accept delivery of the Premises as of the date hereof ("Delivery Date", "Effective Date" or "Commencement Date"). Lessee shall provide Lessor a copy of Lessee's certificate(s) of liability insurance concurrently with the execution hereof; provided, however, the failure to do so shall not extend the Delivery Date. The Premises are hereby leased to Lessee "as is", without representation or warranty by the Lessor (except as otherwise expressly provided in this Lease), and Lessee hereby accepts the Premises in the condition thereof existing as of the date hereof subject to all applicable zoning, municipal, county, state and federal laws, ordinances, rules, regulations, orders, restrictions of record and requirements now or hereafter in effect during the Term (collectively, "Applicable Requirements", "Applicable Laws" or just "Laws"). Therefore, notwithstanding anything to the contrary set forth in this Lease, Lessee represents and warrants that Lessee has inspected the Premises, and that Lessee is familiar with the general and specific condition(s) of the Premises and that Lessor shall have no responsibility or liability (except as otherwise expressly provided in this Lease) with respect to the general or any specific condition of the Premises or any system (including, without limitation, HVAC, electrical, plumbing, i0a:u0-11V I refrigeration and fire sprinkler) and that Lessee represents and warrants that, except as expressly set forth herein, Lessee is acting, and will act only, upon information known to, or obtained by, Lessee directly from Lessee's own knowledge and inspection of the Premises (except as otherwise expressly provided in this Lease). Except as otherwise expressly provided in this Lease, Lessor hereby makes no claims, representations or warranties as to the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises or (c) any condition of the Premises, and the availability or lack of availability shall not affect the rights or obligations of the Lessee hereunder. Therefore: AS A MATERIAL PART OF THE CONSIDERATION FOR THIS LEASE AND THE AMOUNT OF RENT TO BE PAYABLE HEREUNDER, LESSEE AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, LESSEE LEASES AND ACCEPTS THE PREMISES ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY TYPE (EXPRESSED, IMPLIED OR STATUTORY, WRITTEN OR ORAL) HAS OR IS MADE BY LESSOR WITH RESPECT TO THE PREMISES, INCLUDING, WITHOUT LIMITATION, AS TO ANY OF THE FOLLOWING: (I) FITNESS FOR ANY PARTICULAR PURPOSE, (II) MERCHANTABILITY, (III) CONDITION OR WORKMANSHIP, (IV) ABSENCE OF DEFECTS OR FAULTS, (V) PRESENCE OR ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, (VI) OPERATION OR PERFORMANCE OF THE PREMISES OR SYSTEMS THEREIN OR THE HABITABILITY OF THE PREMISES, (VII) COMPLIANCE WITH LAWS, ORDINANCES, RULES OR REGULATIONS (FEDERAL, SATE OR LOCAL) and, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT, AS THEY MAY APPLY TO THE CURRENT CONDITION OF THE PREMISES OR LESSEE'S INTENDED USE OR (VIII) ANY GOVERNMENT LIMITATION OR RESTRICTION, OR ABSENCE THEREOF, PERTAINING TO THE PREMISES. LESSEE ACKNOWLEDGES THAT LESSEE HAS ENTERED INTO THIS LEASE RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL AND COMPLIANCE CONDITION OF THE PREMISES AND THAT LESSEE IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY LESSOR OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON LESSOR'S BEHALF CONCERNING THE PREMISES. Lessee is familiar with the Premises and their suitability for Lessee's intended use. All documents which have been given to Lessee by Lessor have been delivered as an accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assignability of any of the documents, all of which Lessee relies on at its own risk. 58. Release. Lessee shall rely solely upon Lessee's own knowledge of the Premises based on its investigation of the Premises and its own inspection of the Premises in determining the Premises' physical condition. Lessee and anyone claiming by, through or under Lessee hereby waives its right to recover from and fully and irrevocably releases Lessor and its respective members, employees, officers, directors, partners, shareholders, beneficiaries, trustees, fiduciaries, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf ("Released Parties") from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Premises or any portion thereof. This M • i0a:u0-11V I release includes claims of which Lessee is presently unaware or which Lessee does not presently suspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. In this connection and to the fullest extent permitted by law, Lessee hereby agrees, represents and warrants that Lessee realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Lessee further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that, as a material portion of the consideration given to Lessor by Lessee in exchange for Lessor's performance hereunder, Lessee nevertheless hereby intends to release, discharge and acquit Lessor from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included. Lessor has given Lessee material concessions regarding this transaction in exchange for Lessee agreeing to the provisions of this Paragraph. The releases set forth above are full and complete releases of all the persons and entities described above of and from any and all liability of any nature whatsoever for all damage, injury, loss, expense, including any consequential expense, loss or damage, whether the same are now known or unknown to the parties, expected or unexpected by said parties, and all rights under Section 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 of the Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Lessee's Initials Notwithstanding anything to the contrary herein, the foregoing release in this Section 58 is not intended to and does not cover (i) any claims arising from a breach by Lessor of any Lessor's obligations under this Lease, or (iii) any gross negligence, willful misconduct or fraud committed by Lessor. 59. Reservations. Lessee agrees to consent to Lessor's (i) grant of such easements, rights and dedications that Lessor deems necessary, (ii) recordation of parcel maps and restrictions, and (iii) creation and/or installation of new utility raceways, only if such easements, rights, dedications, maps, restrictions, and utility raceways shall not, In Lessee's reasonable discretion, unreasonably interfere with the use of the Premises by Lessee or otherwise materially negatively impact Lessee's use or occupation of the Premises; and in such event, Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights so long as such documents do not impose any cost or liability on Lessee which is non-de-Minimis. Lessor further reserves the right to change the name by which the Building or the Project (if any) is called with Lessee's prior written consent which shall not be unreasonably withheld. 60. Assignment and Subletting. Lessee shall have no right to, and shall not, assign, sublet or otherwise transfer all or any portion of the Premises or its rights under and to this Lease without the prior written consent of Lessor, which such consent may be given or denied in Lessor's sole M • • i0a:u0111V I and absolute discretion. Any assignment, subletting or transfer without such consent shall be a non -curable Default and Breach hereunder, without any prior notice need being given. Notwithstanding the foregoing, Lessee shall have the right to assign, but not sublet or otherwise transfer, this Lease to the City of Santa Ana, or other governmental entity approved by the City of Santa Ana, without Lessor's prior written consent, but on at least 10 days prior written notice to Lessor; provided, however, that City, or assigning governmental entity approved by the City of Santa Ana, assumes all of Lessee's obligations hereunder. Any such assignment to the City, or other governmental entity approved by the City of Santa Ana, shall release Lessee from all obligations or liabilities hereunder expressly assumed by City or assigning governmental entity approved by the City of Santa Ana. 61. Insurance. Notwithstanding anything to the contrary set forth in the Form Lease, Lessee shall carry and maintain, at its sole cost and expense, the following insurance: (i) Commercial General Liability Insurance (occurrence form) including coverage for death, bodily injury, with coverage for vandalism and malicious mischief, broad form property damage, contractual liability, owner's protective, host liquor liability and products/completed operations with coverage limits as reasonably required by Lessor from time to time, but in no event less than Five Million Dollars ($5,000,000.00), combined each occurrence and in the aggregate insuring against any and all liability of the Lessee with respect to the Premises and all areas appurtenant thereto or arising out of the maintenance, use or occupancy thereof (Lessee may satisfy any portion of this requirement with umbrella liability coverage); (ii) Insurance covering any and all improvements, including Lessee's furniture, fixtures and equipment and any Alterations permitted hereunder, and all personal property, in an amount not less than their full replacement cost providing protection against any peril included within the classification "Special Form" including fire, vandalism and malicious mischief; (iii) Automobile liability insurance for all motor vehicles operated by or for Lessee, including owned, hired and non -owned vehicles, with minimum combined single limit coverage for bodily injury and property damage as reasonably required by Lessor from time to time, but in no event less than One Million Dollars ($1,000,000.00) for each occurrence, (iv) full replacement cost plate glass insurance and business interruption insurance in such amount as will reimburse Lessee for direct or indirect loss of earnings for up to 12 months attributable to all such perils insured against herein or any other cause, (v) Workers' Compensation, including employer's liability insurance, in compliance with all laws governing worker's compensation. If Lessee falls to maintain such insurance, Lessee shall be deemed to have assumed the risk of all losses which would have been covered by such insurance and Lessor shall have no liability for any such losses. All of Lessee's policies of Insurance shall be issued by insurance companies with general policyholder's rating of not less than A and a financial rating of not less than Class A VI as rated in the most current available `Best's" Insurance Reports and qualified to do business in the State of California. All policies shall name Lessor, its related or affiliated entities, parents, subsidiaries, partnerships, joint ventures, limited liability companies, members, trusts and assigns of every tier (as identified by Lessor), and each of their respective directors, officers, partners, agents, employees, volunteers, members, managers, trustees, shareholders and any successors or assigns of the foregoing, as well as Lessor's management company and if requested by Lessor, Lessor's first mortgagee or beneficiary as additional insureds (to the extent Lessor gives written notice to Lessee of the names and addresses of such parties). Certificates for all policies shall be delivered to Lessor prior to delivery of possession of the Premises to Lessee, and thereafter within thirty (30) days prior to the expiration of the term of each such policy. Until Lessee has delivered to Lessor such certificates of insurance, Lessor shall not be obligated to deliver keys to the Premises to Lessee, and Lessee shall not be entitled to take occupancy of the Premises notwithstanding the fact the Term of the Lease and Lessee's obligation to pay rent hereunder may have already commenced. All policies of insurance must contain a provision that Lessor will receive thirty (30) days' advanced written notice of any cancellation, lapse or iMa:110111V I reduction in the amounts of insurance. All public liability, property damage and other casualty policies shall be written as primary policies, not contributing with or in excess of coverage which Lessor may carry. All of Lessee's insurance policies shall contain the following provisions: severability of interest, cross liability, and contingent liability and builder's risk, with respect to improvements and alterations required or permitted to be made by Lessee under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee hereunder. If Lessee fails to maintain or procure such insurance, Lessor shall have the right, but not the obligation, to procure and maintain the same, at Lessee's sole cost and expense. Lessee and Lessor each hereby waive any and all rights of recovery against the other, or against the officers, employees, agents and representatives of the other, for loss of or damage to such waiving party or its property or the property of others under its control to the extent that such loss or damage is insured against under any insurance policy required to be carried under this Lease. Each party shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease, and shall obtain any special endorsements required at the insuring party's cost, if any. The parties agree in the event of any damage to Lessee, the Premises, Lessee's property, and/or any loss to Lessee's employees or invitees each shall resort to insurance coverage prior to asserting any claim or demand against the other or its assets. Nothing in this Section shall be deemed to constitute a waiver by the respective insurance carriers of either Lessee or Lessor of any other remedies available to said carriers 62. City Agreements. Lessee expressly acknowledges and agrees that in connection with its entering into this Lease, it is also entering into one or more agreements (collectively, with any extension, renewal, amendment or replacement thereof, the "City Agreements") with the City of Santa Ana ("City") whereby the City is providing certain funding to Lessee to assist Lessee in complying with its obligations under this Lease. Any termination or expiration of any of the City Agreements shall, at the option of Lessor, also be a default by Lessee under this Lease, without any notice or cure period. 63. Operations/Use. Notwithstanding anything to the contrary set forth in the Form Lease, Lessee agrees that at all times, the Premises (and the recuperative care and navigation center ("Shelter")) shall be operated (a) in complete compliance with the attached Exhibit A, (b) in a first class manner, consistent with the highest quality standards of care, cleanliness and safety for employees, guests, patients, invitees and neighbors, and with proper levels of experienced management and staffing, to enable the provision of appropriate programs and assistance for homeless individuals in the City of Santa Ana, and (c) in full compliance with all applicable local, state and federal laws, rules and regulations. Furthermore, Lessee covenants and agrees that it shall not discriminate against any person or group of persons on account of race, disability, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry, in the use, occupancy, tenure, or enjoyment of the Shelter. Lessee shall refrain from restricting the use of the Shelter on the basis of the race, age, disability, color, religion, creed, gender, sex, marital status, sexual orientation, ancestry, or national origin of any person, nor shall Lessee or any person claiming under or through Lessee establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use, or occupancy of the Shelter. Lessee shall comply with the Occupational Safety and Health Act of 1970, 29 U.S.C. section 651 et seq., and the Americans with Disabilities Act of 1990,42 U.S.C. section 12101 et seq., and any analogous legislation in California (collectively, "the Acts"), to the extent that the Acts apply to the Shelter and any activities thereon. Without limiting the generality of the foregoing, Lessee covenants to maintain all non-structural portions of the Shelter including working areas, all machinery, electrical facilities and the like upon the site in a condition that fully complies with the requirements of the Acts. iWa:110111V I 64. Indemnity. Lessee shall indemnify, protect, defend (with counsel satisfactory to Lessor) and hold harmless Lessor and the Released Parties, from and against any and all claims arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee or any Lessee's employees, customers, patients, guests, invitees, directors, trustees, fiduciaries, representatives, agents, servants, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf of the Lessee (collectively, "Lessee Parties") or any act, omission or negligence of any Lessee and/or any of the Lessee Parties or any Default and/or Breach by Lessee of any covenants, terms and/or conditions set forth in this Lease, or under any City Agreement (as defined above) either prior to, during, or after the expiration of the Term and including any claims brought or arising out of any civil tort or criminal activity; provided however, that the foregoing indemnification shall not apply to the extent arising out of the gross negligence or willful misconduct of Lessor or the Released Parties. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's sole cost and expense by counsel reasonably satisfactory to Lessor and Lessor shall reasonably cooperate with Lessee in such defense. If Lessor in its sole discretion shall determine that it is in Lessor's interest to have separate legal counsel, Lessee shall indemnify Lessor for any legal fees and costs incurred by Lessor for the defense of any such claims. Lessor need not have first paid any such claims in order to be defended or indemnified hereunder. Lessor shall indemnify, protect, defend (with counsel satisfactory to Lessee) and hold harmless Lessee and the Lessee Parties, from and against any and all claims arising out of, involving, or in connection with, the gross negligence or willful misconduct of Lessor relating to the Premises either prior to, during, or after the expiration of the Term and including any claims brought or arising out of any civil tort or criminal activity; provided however, that the foregoing indemnification shall not apply to the extent arising out of the gross negligence or willful misconduct of Lessee or the Lessee Parties. If any action or proceeding is brought against Lessee by reason of any of the foregoing matters, Lessor shall upon notice defend the same at Lessor's sole cost and expense by counsel reasonably satisfactory to Lessee and Lessee shall reasonably cooperate with Lessor in such defense. If Lessee in its sole discretion shall determine that it is in Lessee's interest to have separate legal counsel, Lessor shall indemnify Lessee for any legal fees and costs incurred by Lessee for the defense of any such claims. Lessee need not have first paid any such claims in order to be defended or indemnified hereunder. 65. Notices. Notwithstanding anything to the contrary in the Form Lease, all notices, requests, or demands herein provided to be given or made, or which may be given or made by either party to the other, shall be given or made only in writing and shall be deemed to have been duly given: (i) upon delivery, or if delivery is rejected when delivery was attempted, of U.S. Certified Mail, properly addressed, postage prepaid with return receipt requested; or (ii) upon delivery, or if delivery is rejected when delivery was attempted, when sent via overnight or express mail courier, properly addressed and postage prepaid; (iii) when delivered personally at the address listed below their respective signatures (signature required), or (iv) by e-mail, and if so sent, (a) the subject line of the e-mail shall state "URGENT: NOTICE TO [LESSEE] [LESSOR]" (or substantially similar thereto) and (b) followed within one (1) business day by a copy sent by a method prescribed in (i), (ii) or (iv) above; provided however, that all deliveries or attempted deliveries shall only be made or attempted to be made on a Business Day. Notwithstanding the prescribed methods of delivery set forth above, actual receipt of written notice by a party designated below shall constitute notice given in accordance with the Agreement on the date received, unless deemed earlier given pursuant to the foregoing methods of delivery. The proper address to which notices, requests or demands may be given or made by either party shall be the address set forth for such party as set forth in the Form Lease, or to such other address or to such iWa:110111V I other person as any party shall designate in writing, such address may be changed by written notice given to the other parry in accordance with this Paragraph. 66. ADA Upgrades. Except as otherwise expressly provided in this Lease, Lessor shall not be required to provide ADA upgrades to the Premises. 67. Intentionally Omitted. 68. Inspections. Notwithstanding anything to the contrary set forth in the Form Lease, upon reasonable notice to Lessee, Lessor shall have the right to inspect the Premises, or cause the Premises to be inspected by a third party chosen by Lessor, to verify that Premises are at all times being operated in full compliance with the terms of Paragraph 61 of this Addendum and as otherwise required by this Lease. In the event that any such inspection reveals any such non- compliance, the same shall be, at the option of Lessor, a Default and or Breach by Lessee under the Lease. As additional consideration for Lessor's entering into this Lease, Lessee shall reimburse and pay to Lessor, in addition to Base Rent and other Rent due hereunder, the cost of any such inspection, up to $500 per inspection but no more than once each calendar month, to help offset the cost of such inspections, such amounts to be paid by Lessee to Lessor within 5 days after Lessee's receipt from Lessor of a copy of the applicable inspection report and invoice therefor, and all such amounts being deemed Rent under this Lease. 69. Option to Purchase. Lessor hereby grants to Lessee an option (the "Purchase Option") during the Purchase Option Period (as defined herein below) to purchase the Premises upon the following terms: 69.1. Purchase Price. The Purchase Price for the Premises shall be equal to the sum of $9,200,000 (the "Initial Price") plus the Increase Amount (as defined below) (said Initial Price plus the Increase Amount, if any, being the "Purchase Price"), payable in cash at Closing (as defined below); provided, however, that the Initial Price is based in part upon Lessor's original purchase price of the Premises and in the event that Lessor receives any monies back in respect thereof from its Seller as set forth in this original purchase agreement, the Initial Price shall be reduced by said amount so received. The "Increase Amount" shall be the amount equal to 50% of the increase in the Consumer Price Index for all Urban Consumers for the Los Angeles -Anaheim -Riverside area, all items published by the United States Department of Labor, Bureau of Labor Statistics (1982- 84-100) ("Index") from May 2020 ("Base Index") to the date of the Notice of Exercise (as defined below); such increase to be calculated by taking the Initial Price and multiplying it by a fraction, the numerator being the Base Index, and the denominator being the Index published for the month in which the Notice of Exercise is delivered. If the Index is changed so the Index differs from that used as of the date hereof, the Index shall be converted under the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised during the Lease Term, such other governmental Index or computation with which it is replaced shall be used to obtain substantially the same results as would be obtained if the Index had not been discontinued or revised. Notwithstanding the foregoing, the Increase Amount shall not increase the Initial Price by an amount equal to more than 1.5% per year (non -compounding). During the Early Purchase Option Period, the Purchase Price shall also include any costs incurred by the Lessor as a result of Lessor's loan termination or pre -payment fees, including attorney fees, up to one hundred and fifty thousand dollars ($150,000.00) ("Early Termination Fees"). Such Early Termination Fees shall not be recoverable by Lessor for any Purchase Option initiated after the five (5) year iMa:110111V I anniversary of the commencement of the Lease. 69.2. Term of Purchase Option. The term of the Purchase Option shall commence upon the I' day of the 13'b month of the Term of the Lease (the "Purchase Option Commencement Date") and shall expire on the expiration or termination of this Lease for any reason whatsoever (the "Purchase Option Termination Date"). The period between the Purchase Option Commencement Date and the Purchase Option Termination Date shall be referred to herein as the "Purchase Option Period." The time between the Purchase Option Commencement Date and the five (5) year anniversary of the commencement of the Lease shall be known as the "Early Purchase Option Period." In the event Lessee fails to timely exercise the Purchase Option within the Purchase Option Period, the Purchase Option, and all rights of Lessee, shall immediately and automatically cease and terminate, and the Purchase Option shall in that event be null and void and be of no further force or effect whatsoever. Lessee may exercise the Purchase Option in the manner provided in Section 69.4 below. 69.3. Investigations. During the Purchase Option Period, Lessee shall be permitted to investigate the Premises and undertake all actions that it deems necessary or desirable to ascertain the condition of the Premises which includes, but is not limited to, the environmental condition of the Premises, status of title to the Premises, and the condition of the improvements on the Premises. Accordingly, during the Purchase Option Period, Lessee shall have, in addition to its rights as the tenant of the Premises hereunder, and is hereby granted, the right to make and conduct such non-invasive surveys, studies, tests, investigations, and inspections (environmental and otherwise) as Lessee deems reasonably necessary or convenient; provided that Lessee may make such invasive surveys, studies, tests, investigations or inspections as it deems reasonably necessary or convenient only upon the prior written consent of Lessor which shall not be unreasonably withheld. All such surveys, studies, tests, investigations and inspections shall be performed at the sole cost and expense of Lessee and Lessee shall indemnify, defend and hold Lessor harmless from and against any and all cost, expense, liability arising from or in connection with any such surveys, studies, tests, investigation and inspections. 69.4. Exercise of Purchase Option. To exercise the Purchase Option, Lessee shall serve written notice of exercise upon Lessor or Lessor's legal representatives at any time after the Purchase Option Commencement Date but prior to the Purchase Option Termination Date ("Notice of Exercise"), which such Notice of Exercise shall be accompanied by a cash or cash equivalent in the amount of One Hundred Thousand Dollars ($100,000.00) ("Deposit"). The Deposit shall be invested by Escrow Holder (as defined below) in a federally insured interest -bearing account with any interest accruing thereon to be paid or credited to Lessee. At the Close of Purchase Option Escrow, the Deposit and any accrued interest thereon shall be applied and credited toward payment of the Purchase Price. The Notice of Exercise shall provide at least 90-120 days for Lessor to locate an exchange property prior to the Closing of the Purchase Option Escrow. 69.5. Escrow. If Lessee timely exercises the Purchase Option by the timely delivery of the Notice of Exercise and the Deposit, Lessor and Lessee shall immediately open an escrow ("Option Escrow") with Chicago Title Company ("Escrow Holder", the specific escrow officer being chosen by Lessor, or Lessor may choose such other escrow or title company in its reasonable discretion upon written notice to Lessee, which such escrow or title company shall be subject to Lessee's approval, which will not be unreasonably withheld, conditioned or delayed), whereupon the Deposit shall be delivered to Escrow Holder. 65B-91 iMa:UM-11VOI This Agreement shall constitute joint escrow instructions to Escrow Holder with respect to the purchase and sale of the Premises. The parties shall execute such additional escrow instructions which are not inconsistent with the provisions of this Agreement and which may be required by Escrow Holder in order to close such escrow. 69.6. Payment. The Purchase Price shall be paid in cash upon the Close of Purchase Option Escrow (as defined below). 69.7. Closing. The close of the Purchase Option Escrow for the purchase and sale of the Premises shall occur on or before the date which is thirty (30) days ("Scheduled Closing Date") after the date of delivery of the Notice of Exercise by Lessee to Lessor (the "Close of Purchase Option Escrow" or "Closing"). For purposes hereof, the Close of Purchase Option Escrow (and Closing) shall be the date on which the Grant Deed conveying the Premises to Lessee is recorded. a) If, following Lessee's timely and proper exercise of the Purchase Option, the Closing fails to occur as a result of Lessor's breach or default and if Lessor should remain in default in any material respect in the performance of any of Lessor's obligations under the Lease with respect to the sale of the Premises after the fifth (5th) Business Day following the delivery by Lessee to Lessor of written notice of such default, Lessee shall be entitled, as its sole and exclusive remedy for any such default, to elect any one of the following remedies (so long as title to the Premises has not been further encumbered involuntarily or by or with the consent of Lessor, and Lessor elects not to remove such encumbrance on or prior to Closing): (i) terminate its Purchase Option and receive the return of the Deposit, and, thereafter, the parties shall have no further rights or obligations hereunder except that if applicable, the Lease shall continue thereafter in full force and effect, or for obligations which expressly survive the termination of the Purchase Option; or (ii) bring and pursue an action for specific performance of the Purchase Option; or (iii) waive the default and proceed to close the transaction contemplated herein. As a condition precedent to Lessee exercising any right it may have to bring an action for specific performance hereunder, Lessee must commence such an action within thirty (30) days after the occurrence of Lessor's default. Lessee agrees that its failure to timely commence such an action for specific performance within such thirty (30) day period shall be deemed a waiver by it of its right to commence an action for specific performance as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against the Premises. b) If, following Lessee's timely and proper exercise of the Purchase Option, the Closing fails to occur as a result of Lessee's breach or default, and if Lessee should remain in default in any material respect in the performance of any of Lessee's obligations with respect to the purchase 65B-92 i0a:u0-11V I of the Premises after the fifth (5th) Business Day following the delivery by Lessor to Lessee of written notice of such default, THEN AND IN SUCH EVENT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LESSEE AND LESSOR AGREE THAT LESSOR WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY LESSEE, WHICH DAMAGES SHALL BE IMPRACTICALAND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. LESSEE AND LESSOR, IN A REASONABLE EFFORT TO ASCERTAIN WHAT LESSOR'S DAMAGES WOULD BE IN THE EVENT OF SUCH DEFAULT BY LESSEE HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE AMOUNT OF THE DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF LESSOR'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND THE PAYMENTAND RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369. IN THE EVENT OF AND FOR SUCH DEFAULT BY LESSEE, LESSOR SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AS LESSOR'S SOLE REMEDY THEREFOR, UNLESS LESSEE WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCELTHE ESCROW OR TO RELEASE THE DEPOSIT TO LESSOR, IN WHICH INSTANCE LESSOR SHALL ALSO BE ENTITLED TO ALL COSTS AND EXPENSES, INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY LESSOR WITH RESPECTTO THOSE CONSEQUENTIAL DAMAGES, IF ANY, WHICH MAY BE INCURRED BY LESSOR, AFTER THE CLOSING DATE OR OTHER TERMINATION OF THIS AGREEMENT OR CANCELATION OF THE TRANSACTIONS HEREIN CONTEMPLATED BY REASON OF THE CLOUD ON TITLE TO THE PROPERTY WHICH MAY RESULT FROM LESSEE'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGREEMENT. ESCROW HOLDER IS HEREBY INSTRUCTED TO IMMEDIATELY RELEASE THE DEPOSIT TO LESSOR IN THE EVENT OF A BREACH BY LESSEE HEREUNDER. IN ADDITION, IF LESSEE WRONGFULLY FAILS TO CAUSE SUCH SUM TO BE DELIVERED TO LESSOR AS HERETOFORE PROVIDED, INTEREST SHALL ACCRUE THEREON AT THE MAXIMUM RATE ALLOWED BY LAW FROM THE DATE OF LESSOR'S WRITTEN NOTICE OF DEFAULT AND TERMINATION UNTIL PAYMENT THEREOF. IN ADDITION, LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. FURTHERMORE AND NOT WITHSTANDING THE FOREGOING, THIS PARAGRAPH PERTAINS ONLY TO A DEFAULT BY LESSEE WITH RESPECT TO THE PURCHASE OPTION AND SHALL NOT RESTRICT, LIMIT, MODIFY, ALTER OR AMEND, IN ANY MANNER WHATSOEVER, ANY RIGHT OR REMEDY OF LESSOR IN THE EVENT OF A DEFAULT BY LESSEE UNDER THE LEASE. Lessee's Initials Lessor's Initials 65B-93 iMa:UMSINVOI (c) Except as otherwise set forth herein, either party shall not be liable for consequential or speculative damages in connection with such party's breach or default hereunder. (d) Additionally, and notwithstanding the foregoing, if following Lessee's timely and proper exercise of its Purchase Option, the Premises suffer a material casualty (which, for purposes hereof shall mean damage with a cost to repair in excess of $100,000 not caused by Lessee or any employee, resident, guest or invitee of Lessee), then Lessee shall have the right to either (i) proceed with the Close of Escrow (in which case, if there were such a material casualty Lessee shall be entitled to receive all available insurance proceeds and receive a reduction of the Purchase Price in an amount equal to the deductible amount and any required co-insurance payment with respect to the insurance, and there shall be no other reduction in the Purchase Price), or (ii) rescind the Notice of Exercise, in which case the Deposit shall be returned to Lessee, the Lease shall continue in full force and effect (including Lessee's right to later re -exercise the Purchase Option), and Lessee shall not be liable for any costs incurred by Lessor with respect to the failed Closing; provided, however that each of Lessee and Lessor shall pay one-half of the Escrow Holder's costs and fees in connection with the Option Escrow and its cancellation. (e) Additionally, and notwithstanding the foregoing, if the Closing is unable to occur for a reason other than a breach or default by Lessee or Lessor, then Lessee shall have the right to rescind the Notice of Exercise, in which case the Deposit shall be returned to Lessee, the Lease shall continue in full force and effect (including Lessee's right to later re -exercise the Purchase Option), and Lessee shall not be liable for any costs incurred by Lessor with respect to the failed Closing; provided, however that each of Lessee and Lessor shall pay one- half of the Escrow Holder's costs and fees in connection with the Option Escrow and its cancellation. 69.8. Condition of Property. Lessee represents and warrants that Lessee has, or shall have inspected and conducted tests and studies of the Premises, and that Lessee is familiar with the general condition of the Premises. Lessee understands and acknowledges that the Premises may be subject to earthquake, fire, floods, erosion, high water table, dangerous underground soil conditions, hazardous materials and similar occurrences that may alter its condition or affect its suitability for any proposed use. Except as otherwise expressly provided in the Lease, Lessor shall have no responsibility or liability with respect to any such occurrence. Lessee represents and warrants that, except for Lessor's express representations and warranties herein, Lessee is acting, and will act only, upon information obtained by Lessee directly from Lessee's own inspection of the Premises. Lessor hereby makes no claims, representations or warranties as to the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises shall not affect the rights or obligations of the Lessee hereunder. 69.9. "As Is". Lessee expressly agrees that if it completes the purchase of the Premises (i) that it is purchasing the Premises on an "As Is" basis and based on its own investigation of the Premises, (ii) that, except as expressly set forth herein, neither Lessor nor Lessor's �I • iMa:UMSINVOI employees, agents, brokers, representatives, managers, property managers, asset managers, officers, principals, beneficiaries, trustees, attorneys or contractors (collectively, "Lessor's Representatives") have made any warranty, representation or guarantee, expressed, implied or statutory, written or oral, including, without limitation, any implied warranty of merchantability or fitness for any use or purpose or of reasonably workmanship, concerning the Premises or any of the products or improvements located thereon or therein; (iii) that, except as otherwise expressly set forth herein, neither Lessor nor Lessor's Representatives have made any warranty, representation, or guarantee, expressed, implied or statutory, written or oral, pertaining to the Premises' compliance with any laws, ordinances, rules or regulations, federal, state or local and (iv) except as otherwise expressly set forth herein, that neither Lessor nor Lessor's Representatives have made any warranty, representation or guarantee, expressed, implied or statutory, written or oral, as to any government limitation or restriction, or absence thereof, pertaining to the Premises, or as to the presence or absence of any latent defect, subsurface soil condition, environmental condition, hazardous substance, toxic waste or any other matter pertaining to the physical condition (title, mapping, grading, construction, or otherwise) of the Premises. Lessee is or as of the Close of Purchase Option Escrow will be familiar with the Premises and their suitability for Lessee's intended use. All documents which have been given to Lessee by Lessor, or Lessor's Representatives, have been delivered as an accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assignability of any of the documents, all of which Lessee relies on at its own risk. Lessee acknowledges and agrees that, except as otherwise expressly set forth herein, Lessee's only recourse for any defect in title shall be against the title company and not Lessor. 69.10. Release. Lessee shall rely solely upon Lessee's own knowledge of the Premises based on its investigation of the Premises and its own inspection of the Premises in determining the Premises' physical condition. Effective upon the Close of Escrow, Lessee and anyone claiming by, through or under Lessee hereby waives its right to recover from and fully and irrevocably releases Lessor and its respective members, employees, officers, directors, partners, shareholders, beneficiaries, trustees, fiduciaries, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf ("Released Parties") from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Premises or any portion thereof. This release includes claims of which Lessee is presently unaware or which Lessee does not presently suspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. In this connection and to the fullest extent permitted by law, Lessee hereby agrees, represents and warrants that Lessee realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Lessee further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that, as a material portion of the consideration given to Lessor by Lessee in exchange for Lessor's performance hereunder, Lessee nevertheless hereby intends to release, discharge and acquit Lessor from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included. Lessor has 65B-95 i0a:u0111V I given Lessee material concessions regarding this transaction in exchange for Lessee agreeing to the provisions of this Section. 69.11. Additional Release. The releases set forth in Section 69.10 above and this Section 69.11 are full and complete releases of all the persons and entities described above of and from any and all liability of any nature whatsoever for all damage, injury, loss, expense, including any consequential expense, loss or damage, whether the same are now known or unknown to the parties, expected or unexpected by said parties, and all rights under Section 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 of the Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Lessee's Initials Notwithstanding anything to the contrary herein, the foregoing releases in Section 69.10 and this Section 69.11 are not intended to and do not cover (i) any claims arising from a breach by Lessor of any Lessor's obligations under this Lease, or (iii) any gross negligence, willful misconduct or fraud committed by Lessor. 69.12. Permissible Title Exceptions. Upon the Close of Purchase Option Escrow, Lessor shall convey the Premises to Lessee by a grant deed (the "Grant Deed"). The Grant Deed shall be subject only to the following (collectively, the "Permitted Exceptions"): a) Current Matters of Record. Those matters of record identified in the Navigation Center scope of services. b) Lease. This Lease. c) Future Non -Monetary Exceptions. All monetary and non -monetary encumbrances placed against the Premises or which may appear of record after the date hereof as the result of any action or inaction of Lessee (including any monetary encumbrances appearing of record as a result of any action or inaction by Lessee during the Purchase Option Term). d) Taxes. Non -delinquent general, special and supplemental real property taxes and assessments; provided however, all delinquent taxes and assessments relating to the period following the Commencement Date of the Lease are the responsibility of Lessee pursuant to this Lease and shall be paid by Lessee at Closing. e) Printed Exceptions. Matters shown as printed exceptions in the standard form of Owner's Policy of Title Insurance. Title Insurance. Lessor shall cause to be delivered to Lessee upon the Close of Purchase Option Escrow, an ALTA standard coverage owner's policy of title insurance on the iMaMMIMIN ►OI Premises issued by Escrow Holder with policy limits equal to the Purchase Price and insuring title to the Premises in the condition set forth above and otherwise vested in Lessee. Lessee shall have the right to request issuance of an ALTA extended coverage owner's policy of title insurance and any endorsements it may require, but the Closing shall not be delayed or conditioned on the issuance of same. Lessee shall obtain, at its sole cost and expense, any survey required to obtain any such extended coverage Title insurance, and the obtaining or failure to obtain any such survey shall not delay the Closing. 69.13. Additional Closing Documents. As part of the Closing, the parties shall execute and deliver the following additional documents to the Escrow Holder: a) Lessor and Lessee shall execute and deliver an Assignment and Assumption of Lease; b) Lessor shall execute and deliver a Bill of Sale and General Assignment; c) Lessor shall execute and deliver a Transferor's Certification of Non -Foreign Status, together with a California Form 593-C, reflecting that no tax withholding is required; and d) Lessor and Lessee shall deliver such additional, customary escrow closing documents and instruments as Escrow Holder shall reasonably require, including appropriate evidence of authority and a customary owner's affidavit. The Grant Deed and those documents specified in Paragraphs 69.13 (a), (b) and (c) shall be prepared by Lessor and delivered to Lessee for review and approval not later than ten (10) days prior to the Scheduled Closing Date. The exact form and content of such documents shall be subject to good faith negotiation by Lessor and Lessee and the failure of Lessor and Lessee to agree upon the form of such documents not later than 2 Business Days prior to the Scheduled Closing Date shall constitute the failure of a condition of closing, and either party shall then have the right to terminate the Purchase Option and the sale of the Premises. 69.14. Proration and Credits. Pursuant to the terms of the Lease, all real property taxes and assessments and utilities are to be paid by Lessee and as such no proration for the same are to be made. 69.15. Closing Costs. Lessor shall pay for (a) all premiums for the ALTA standard coverage portion of the Title Policy, (b) one-half ('/z) of all Escrow fees and costs, (c) all sales and gross receipts taxes, (d) all documentary transfer and/or stamp taxes, if any, and (e) Lessor's share of prorations, if any. Lessee shall pay for (i) all premiums for the ALTA extended coverage portion of the Title Policy and any endorsements requested by Lessee, (ii) all costs relating to the survey and all reports, studies, inspections, investigations and all other costs and expenses incurred by Lessee in connection with its review of any materials, documents, materials, the Premises and other such due diligence conducted by Lessee, (iii) any document recording fees and charges, (iv) one-half ('/z) of all Escrow fees and costs, and (v) Lessee's share of prorations, if any. Lessor and Lessee shall each pay for all of its respective legal and professional fees and fees of other consultants incurred by such respective party, and if Lessee shall finance any of the Purchase Price, Lessee shall pay all costs and expenses incurred or arising in connection with such 65B-97 iMaMMIMIN ►OI financing. All other normal and customary closing costs and expenses shall, except as otherwise herein set forth, be allocated between Lessor and Lessee in accordance with the customary practice in the County in which the Project is situated. 69.16. Purchase Option Assignment. The Purchase Option is personal to Lessee and may not be assigned in whole or in part at any time. Notwithstanding the foregoing, Lessee may assign the Purchase Option to the City of Santa Ana, or any other governmental entity approved by the City of Santa Ana. (remainder of page left intentionally blank) iMa:110-11V I 70. Counterparts. The Form Lease and Addendum may each be executed in multiple counterparts and by separate parties on separate counterparts and delivered via facsimile or other means of electronic image transmission, each of which shall be deemed an original for all purposes, but all of which, together, shall constitute one and the same instrument. LESSOR: LESSEE: DYER 18, LLC ILLUMINATION FOUNDATION By: By: Name: Name: Title: Title �I • • iMa:110111V I EXHIBIT "A" — DESCRIPTION OF LESSEE USES The property will be used as a homeless navigation center, recuperative care center, health clinic, and ancillary office space. Services to be provided include case management, housing navigation, behavioral health and substance use counseling, healthcare coordination, and job development. Outdoor property perimeter will be covered with screened fences to limit visibility into the area. Outdoor facilities will include client storage area, pet accommodations, smoking area, outdoor common area, recreational area, and temporary modular housing. There will be 24/7 security guard presence at the property to promptly resolve any security issues that may arise. In addition, this property is not a walk-in facility. All client transportation to and from the facilities will be provided. In addition, there is a Good Neighbor Policy which will be implemented by Illumination Foundation to promote positive communication and relationship with neighbors on an ongoing basis. 65B-100 EXHIBIT 2F GUARANTY OF LEASE A. The following lease (the "Lease") is being executed simultaneously herewith: Lessor: DYER 18, LLC Lessee: ILLUMINATION FOUNDATION Address of Premises: 1815 E. CARNEGIE AVE., SANTA ANA, CALIFORNIA B. The following Agreement with The Illumination Foundation to Operate a Year -Round Homeless Navigation Center and Recuperative Care Facility ("Agreement') is being executed simultaneously herewith: City: CITY OF SANTA ANA Contractor: ILLUMINATION FOUNDATION Purpose: City is retaining Contractor to administer and operate a year-round homeless navigation center and recuperative care facility in the City of Santa Ana C. Lessor requires as a condition to its execution of the Lease that the undersigned ("Guarantor") guarantee the payment of the Base Rent under theLease, and any damage to the Property in excess of fifty -thousand dollars ($50,000). D. The undersigned is desirous that Lessor enter into the Lease withLessee. E. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Lease. NOW THEREFORE, in consideration of the execution of the Lease by Lessor, and as a material inducement to Lessor to execute the Lease, Guarantor hereby guarantee and agree as follows: Guaranty. Guarantor unconditionally and irrevocably guarantees: (i) the prompt payment by Lessee of all Base Rent payable by Lessee under the Lease; and, (ii) any damage to the Property in excess of fifty - thousand dollars ($50,000). Independent Obligation. Guarantor agrees that this Guaranty is separate, independent of, and in addition to the obligations and undertakings of Lessee pursuant to the Lease. Guarantor further agrees that a separate action or actions may be brought and prosecuted against Guarantor hereon whether or not action is brought against Lessee, whether or not Lessee be joined in any such action or actions, and independent of any action at law or in equity brought againstLessee. Alteration or Assignment of Lease. It is specifically agreed and understood that the terms of the Lease may be altered, affected, modified, or changed by agreement between Lessor and Lessee or by a course of conduct, and the Lease may be assigned by Lessor or any assignee of Lessor and that this Guaranty shall thereupon and thereafter guarantee the performance of Lessee under the Lease as so altered, modified, changed, or assigned, only upon the written confirmation and acceptance of such modifications or assignment of the Lease by Guarantor. Such approval of any proposed alternations or assignment of Lease shall not be unreasonably withheld by Guarantor. If Guarantor has sufficient reason to not agree with such Page 1 12104733.1/48581-00004 65B-101 EXHIBIT 2F modifications or assignment of the Lease, Guarantor shall have the option to terminate this Guaranty of Lease. No Waiver. This Guaranty shall not be released, modified, or affected by failure or delay on the part of Lessor to enforce any of the rights or remedies of Lessor under the Lease, whether pursuant to the terms thereof, at law or in equity. Bankruptcy. Etc. This Guaranty will continue unchanged by any bankruptcy, reorganization, or insolvency of Lessee or by any disaffirmance or abandonment by a trustee of Lessee. Irrevocable Guaranty. Lessor must give Guarantor notice of any default that would be subject to this Guaranty of Lease, and provide Guarantor with a reasonable opportunity to cure such default. If Guarantor is unable or unwilling to cure such default during the reasonable cure period, Lessor may proceed forthwith against Lessee or against Guarantor following any breach or default by Lessee that is subject to this Guaranty of Lease. Remedies. If, after notice to Guarantor of any default subject to this Guaranty of Lease and opportunity to cure during a reasonable cure period, Guarantor shall fail to perform or otherwise breach any of its obligations hereunder, in addition to all other rights and remedies Lessor may have at law or in equity, Lessor may, from time to time and without first requiring performance on the part of Lessee, and without being required to exhaust or proceed against any or all security held by Lessor, look to and require performance by Guarantor of any obligation on the part of Guarantor to be performed pursuant to the terms of this Guaranty by action at law or in equity or both. Lessor may also collect from Guarantor in any such action compensation for, and Guarantor hereby indemnifies and holds Lessor harmless from, all loss, cost, damage, injury, and expense sustained or incurred by Lessor proximately caused by or resulting from Guarantor's breach of or failure to perform any of its obligations under this Guaranty. Waivers. Guarantor hereby waives: (a) notice of acceptance of this Guaranty; (b) any right to require Lessor to proceed against Lessee or any other person or entity liable to Lessor; (c) any right to require Lessor to pursue any other remedy Lessor may have before proceeding against Guarantor; (d) any right to require Lessor to apply to any default any security deposit or other security it may hold under the Lease; (e) any right of subrogation and any right to enforce any remedy which Lessor now has or may hereafter have against Lessee; and (f) any and all right to participate in any security now or hereafter held by Lessor. Subordination. Guarantor hereby subordinates all existing and future indebtedness of Lessee to Guarantor to the obligations owed to Lessor under the Lease and this Guaranty. All indebtedness of Lessee to Guarantor, if Lessor so requests, shall be collected, enforced, and received by Guarantor as trustee for Lessor and shall be paid over to Lessor on account of the Lease but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; provided, however, that so long as no default by Lessee shall occur under the Lease, any indebtedness of Lessee to Guarantor incurred in the ordinary course of business which will not in the judgment of Lessor cause a default of Lessee's obligations under the Lease may be repaid in accordance with the terms of such indebtedness. Attorneys' Fees and Costs. Guarantor shall pay Lessor all reasonable costs incurred by Lessor, including without limitation attorneys' fees (including charges of in-house counsel) and incidental costs, in any collection or attempted collection, negotiation, or any action brought by Lessor to enforce (i) the obligation of Guarantor hereunder and (ii) the payment and performance of Lessee's obligations under the Lease. Guarantor's Investigation of Lessee's Financial Condition. Guarantor has made an independent investigation of the financial condition of Lessee and the ability of Lessee to perform the obligations hereby guaranteed Page 2 12104733.1/48581-00004 65B-102 EXHIBIT 2F prior to making this Guaranty and Guarantor hereby waives any defense that Guarantor may have by reason of Lessor's failure to provide Guarantor with any information respecting the financial condition of Lessee or Lessee's ability to perform any of Lessee's obligations hereby guaranteed. In addition, Guarantor hereby waives any duty on the part of Lessor to disclose to Guarantor any facts Lessor may now or hereafter know about Lessee regardless of whether Lessor (a) has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, (b) has reason to believe that such facts are unknown to Guarantor, or (c) has a reasonable opportunity to communicate such facts to Guarantor; it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Lessee and of all circumstances bearing on the risk of nonperformance of any obligations hereby guaranteed. Notices. Except as otherwise required by law, any notice, information, demand, request, reply, or other communication, (the "Notice" for purposes this section only), required or permitted to be given under the provisions of this Guaranty shall be given or served as set out herein. Such Notice shall be deemed sufficiently given if in writing and if. (a) deposited in the United States mail, certified, return receipt requested, postage prepaid; or (b) sent by Express Mail or other similar overnight service, provided proof of delivery is available as an ordinary business record of such overnight service. All Notices to Guarantor shall be addressed to Guarantor at the address stated below unless changed by Notice to Lessor. All Notices to Lessor shall be addressed to Lessor at Lessor's address for notices specified in the Lease unless changed by Notice to Guarantor. Any Notice sent by mail shall be deemed given as of the earlier of (i) actual receipt or (ii) at two (2) business days following the date of deposit in the mail. Any Notice sent by Express Mail, or as otherwise provided in clause (b), shall be deemed given upon the date set forth on the proof of delivery. Assignment. Guarantor shall have the right to assign the obligations of this Guaranty of Lease with Lessor's prior written consent. Guarantor will provide at least ten (10) days prior written notice of any request for assignment to Lessor. Term and Termination. This Guaranty of Lease shall commence when executed and continue so long as the Lease is effective, unless terminated as detailed herein. This Guaranty of Lease may be terminated by the Guarantor upon sixty (60) days written notice of termination to Lessor if any of the following shall occur: (a) Lease expires or is terminated; (b) The Close of Purchase Option Escrow as defined in the Lease Addendum; Miscellaneous. (a) The term "Lessor" whenever used in this Guaranty refers to and means Lessor in the Lease and also any assignee of Lessor whether by outright assignment or by assignment for security and also any successor to the interest of Lessor or of any assignee of Lessor in the Lease or any part thereof, whether by assignment or otherwise. (b) The term "Lessee" whenever used in this Guaranty refers to and means the Lessee in the Lease any assignee or sublessee of the Lease or any part thereof, and any successors to the interest of Lessee, whether by assignment, sublease, orotherwise. (c) The section headings in this Guaranty are for convenience only and are not to be considered part of the substance of the provisions hereof. The use of the singular herein shall include the plural. The obligation of two (2) or more parties shall be joint and several. Page 3 12104733.1/48581-00004 65B-103 EXHIBIT 2F (d) This Guaranty may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same Guaranty. Any signature page of this Guaranty may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages. In order to expedite the transaction contemplated herein, facsimile or electronic signatures may be used in place of original signatures on this Guaranty. The parties hereto intend to be bound by the signatures on the facsimile or electronic document, and hereby waive any defenses to the enforcement of the terms of this Guaranty based on the use of a facsimile or electronic signature; provided, however, that the parties hereby agree to execute and provide to each other original signatures, upon the request made by either party to the other. IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed as of the date of execution of the Lease. "Guarantor" THE CITY OF SANTA ANA By: Its: 112 Address: Page 4 12104733.1/48581-00004 65B-104