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HomeMy WebLinkAboutILLUMINATION FOUNDATION (14)INSURANCE NOT ON FILE A-2020-195B WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: FIRST AMENDMENT MAR 2 9 2021 TO AGREEMENT WITH THE ILLUMINATION FOUNDATION TO OPERATE THE LINK EMERGENCY SHELTER 0"CON�TUriEr)I)La THIS FIRST AMENDMENT TO AGREEMENT WITH THE ILLUMINATION FOUNDATION TO OPERATE THE LINK EMERGENCY SHELTER ("First Amendment"), to be effective as of March I , 2021 ("Effective Date") is made by and between THE ILLUMINATION FOUNDATION, a California nonprofit corporation ("Contractor"), and 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"), with reference to the following facts: A. The City and Contractor entered into the Agreement with the Illumination Foundation to Operate the Link Emergency Shelter, on October 6, 2020 ("Agreement"). B. Concurrently herewith Contractor and RHW Holdings, LLC, a California limited liability company ("Lessor") have executed a Standard Industrial/Commercial Multi -Tenant Lease -Net ("Lease") pursuant to which Contractor occupies the property ("Premises") in which Contractor is to provide the services called for under the Agreement. The Lease is accepted by the City in satisfaction of the requirement of Section 2.a of the Agreement for signing the "Assignment." The City also intends to operate a shelter for homeless persons at 1815 Carnegie Avenue, Santa Ana, CA ("Carnegie Shelter"). C. Contractor and the City desire to amend the Agreement as provided in this First Amendment. THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and Contractor agree as follows: 1. Definitions. Except as otherwise expressly provided herein, the capitalized terms defined in the Agreement shall have the same meanings as are given such terms in this First Amendment. 2. Term. The expiration date of the Term is extended to April 30, 2021 ("Expiration Date"). Notwithstanding anything elsewhere in the Agreement to the contrary, (a) Contractor shall vacate the Premises no later than the Expiration Date, whether or not the guests at the Shelter have been transitioned to the Carnegie Site; (b) all equipment and other personal property which, pursuant to the Agreement, is to be returned to the City upon expiration of the Term, shall be left at the Premises on the Expiration Date unless previously removed by the City; and (c) the City shall make alternate arrangements (e.g., hotel vouchers, etc.) for all guests at the Shelter as of the Expiration Date (or, at the City's option, prior to the Expiration Date), all at the City's sole cost and expense. SJ13\ 30975-0004\ 733022.2 3=021 1" Amendment to Operating Agreement 08Jan IS JRJ McKinley Village M34121/00009 V = "1" "668467.IA" "" 668467.IA 3. Maximum. Section 3.c of the Agreement is modified by deleting "$1,595,406" and increasing the maximum not to exceed amount by $279„1-1-1, thus -substituting in lieu thereof "$1,874,517" as the new maximum not to exceed amount of the Agreement. 4. Lease. The City shall be responsible for funding to IF all amounts payable under the Lease from time to time. For example, the City shall pay to Lessor concurrently herewith all sums due upon signing of the Lease. The City acknowledges that Lessor has demanded that Contractor execute a Judgment by Confession, a Defendant's Statement Confessing Judgment, and an Attorney's Certificate in Support of Defendant's' Verified Statement in Support of Judgment by Confession (collectively "CJ Documents") with respect to possession of the Premises upon the Expiration Date. So long as Contractor and all its personnel have vacated the Premises by the Expiration Date (which expressly shall NOT include vacating of the Premises by the City's homeless guests), the City shall indemnify, defend and hold Contractor harmless from any liability arising under the holdover provisions of the Lease (including without limitation any such liability arising on account of the entry of any judgment against Contractor pursuant to such CJ Documents), 5. Counterparts. This First Amendment may be executed in counterparts, which when taken together shall constitute a single instrument. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called "pdf' format may be used in place of original signatures on this First Amendment, 5JD130975.00041733022.2 3/23/2021 - 2 - A-2020-195B 6. Ratification. Except as expressly modified herein, the terms and provisions of the Operating Agreement remain in full force and effect. DATED: March 1 2021 CITY OF SANTA ANA: Kristil a Ridge, City Manager ., 12L�d Daisy Gomez, -e(&uncil APPROVED AS TO FORM: SONIA R. CARVALHO CityAttp�y By: Ryan . H dge, Asst City Attorney RECOMMENDED FOR APPROVAL: Steven Mendoza, Executive Director Community Development Agency S1D\ 30975.00041733022.2 3232021 - 3 - CONTRACTOR: THE IL ATION FOUNDATION, a Cal' ornia non r fi oration By:: Name: Its: am Name: Its: ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL MULTI -TENANT LEASE -NET FOR CERTAIN PREMISES COMMONLY ]KNOWN AS 2320 RED HILL AVENUE, SANTA ANA, CALIFORNIA 92705 OCTOBER 15, 2020 This Addendum (this "Addendum') is being executed concurrently with and is made a part of that certain lease titled "Standard Industrial/Commercial Multi -Tenant Lease - Net" dated October 15, 2020 (the "Form Lease") by and between RHW Holdings, LLC, a Delaware limited liability company ("Lessor") and The Illumination Foundation, a California nonprofit public benefit corporation ("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, 50. Holding Over. Notwithstanding the terms of Paragraph 26 of the Form Lease, Lessee expressly acknowledges and agrees that neither it, nor any other party, has any rights whatsoever to "holdover" and remain in possession of the Premises, or to operate the shelter therein (the "Shelter"), at any time and for any reason after April 30, 2021 (the "Expiration Date" or the "Outside Vacancy Date'), or to require Lessor to allow or permit such operation or possession beyond the Outside Vacancy Date. Lessee expressly agrees to vacate all persons from the Shelter on the Premises, completely close the Shelter, and deliver possession of the Premises to Lessor, on or before the Outside Vacancy Date, and Lessee waives, to the fullest extent provided by law, any rights it may have to holdover in the Premises after the Expiration Date; provided, however, if and only if, in the event that Lessee has vacated all "residents," "guests" and other persons from the Shelter, the Shelter has been completely closed, and Lessee has delivered possession of the Premises to Lessor pursuant to the terms of this Lease, all on or before the Outside Vacancy Date, then Lessee shall be entitled in such event to keep in the Premises items of personal property, fixtures, and equipment then in the Premises (at Lessee's sole cost and risk, and for which Lessor shall have no responsibility or liability for whatsoever) for a period of time not to exceed ten (10) days after the Outside Vacancy Date, provided that Lessee agrees that all such personal property, fixtures and equipment shall be completely removed from the Premises on or before the tenth (101) day after the earlier of the date it has so vacated and closed the Shelter as set forth above and the Outside Vacancy Date, as applicable (such ten (10) day period being sometime herein the "Personal Property Removal Period"). Any personal property, fixtures, and equipment remaining at the Premises on or after the expiration of the Personal Property Removal Period may be removed and disposed of by Lessor at its sole option, without any liability whatsoever to Lessee and Lessee shall pay Lessor the cost of such removal or disposal within 5 days after receipt of copies of invoices showing the costs incurred by Lessor therefore. Lessor and Lessee acknowledge that the City of Santa Ana, pursuant to a separate agreement between Lessee and the City of Santa Ana, has committed to Lessee and Lessor to relocate the "residents" or "guests" of the Shelter on or before the Expiration Date, such that on the Expiration Date, there shall be no such residents or guests of the Shelter at the Premises. Lessee agrees to use its good faith diligent efforts to cooperate with the City of Santa Ana in relocating all such "residents" or "guests" of the Shelter on or before the Expiration Date, and shall not hinder, prevent or delay any such relocation in any manner whatsoever. As such, in addition to all rights and remedies provided in this Lease, or at law or in equity, Lessee expressly acknowledges and agrees that if Lessee fails to close the Shelter and vacate and deliver the Premises to Lessor free and clear of all guests, residents, personnel and any other persons by the Outside Vacancy Date and such failure continues for ten (10) days after the Outside Vacancy Date ("Uncured Failure to Vacate"), Lessor would sustain damages of at least $500,000.00, As a consequence, the Parties agree that such $500,000.000 bears a reasonable and rational relationship to the actual range of damages Lessor could anticipate from Lessee's Uncured Failure to Vacate. Accordingly, in the event of an Uncured Failure to Vacate, Lessee shall pay to 1301364 r.1/4858"0004 Lessor the full amount of such $500,000.00 in immediately available funds on or before the date that is eleven (11) days after the Outside Vacancy Date. If Lessee fails to make such payment to Lessor by such date, then Lessor shall be entitled to immediately file the Judgment Documents (defined below) with the Superior Court of California County of Orange and obtain a judgment against Lessee as set forth in the Judgment Documents and the form of the Judgment attached to the Separate Agreement (defined below), including as is necessary, by ex parte application without notice to Lessee. Should the Judgment Documents be rejected by the Clerk of the Court for any reason, or should the Court decline to enter judgment in Lessor's favor on such documents, then Lessee will fully cooperate in providing Lessor, or the Court, with such different or additional documents as may prove necessary in order to have the judgment entered, consistent with the purposes of this Addendum and the Separate Agreement and to effectuate the relief provided for in the Judgment Documents. Lessor may then record and enforce the judgment against Lessee in the manner and to the extent allowed by law. The Judgment Documents shall be for $500,000.000, plus interest on such amount accruing from the Outside Vacancy Date through and until the date the Judgment is filed at a rate of the maximum legal rate, plus costs and attorneys' fees actually incurred by Lessor in Filing the Judgment Documents and obtaining the Judgment. Within ten (10) days after Lessee completes performance of all of its obligations under this Addendum and the Separate Agreement, vacates the Premises as set forth herein and closes the Shelter, and if applicable, has removed all property from the Premises during the Personal Property Removal Period, Lessor shall deliver the original un-filed Confession of Judgment and Supporting Declaration to Lessee's attorneys. As used herein, "Judgment Documents" means the Confession of Judgment and Supporting Declaration, as such terms are defined in a separate agreement between Lessor and Lessee (the "Separate Agreement"). In addition, Lessor shall be entitled to keep and retain the Security Deposit in the event of an Uncured Failure to Vacate. 51. Lessor's Obligations. Notwithstanding anything to the contrary set forth in the Lease, except as provided in Section 55 below, neither Lessor nor Lessee shall (a) be required to remediate or rectify any present or future non-compliance with governmental regulations, (b) be required to provide ADA upgrades to the Premises, Building, Common Areas or the Project, (e) be required to make or incur any capita[ expenditures or commence or complete any remediation of Hazardous Substances or any non- compliance with governmental regulations,(d) be required to make any repairs, improvements or replacements to the Premises, the Building, the Common Areas or the Project required by any governmental regulations now enacted or enacted after the Commencement Date and (e) be required to repair or replace any electrical, sprinkler, plumbing, refrigeration, HVAC or other such Building Systems, or to make any repairs to replacements structural in nature or to the foundations, windows or roof (provided however, that in the case of emergency or that Lessor (or the City of Santa Ana), in its reasonable judgment, deems any uncorrected repair or replacement poses danger or potential danger of imminent harm to persons or property, Lessee shall take immediate steps to eliminate such danger or harm, including, without limitation, the commencement of such necessary repairs or replacement); provided, further, however, the foregoing is not intended to and shall not impose upon Lessee any obligation to remediate any Hazardous Substances located on the Premises prior to the Commencement Date unless such remediation is required with any work, improvements or Alterations made or being made by Lessee to the Premises. Additionally, notwithstanding anything to the contrary set forth in the Lease, Lessor shall have no obligation to repair or replace any electrical, sprinkler, plumbing, refrigeration, HVAC or other such Building Systems, or to make any repairs or replacements structural in nature or to the foundations, windows or roof, it being the intent of the parties that Lessor shall not be required to make any repairs, improvements or replacements to the Premises, the Building or the Project arising from any cause whatsoever, all such obligations and responsibilities being that of Lessee, but only to the extent set forth above. 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 the Premises and all of Lessee's and its guests' and invitees' personal property. 52. Utilities/Landscaping. Notwithstanding anything to the contrary set forth in the Form Lease or elsewhere in this Addendum, the parties acknowledge that the Premises and the Building are not 2 13013641,1149581.00004 separately metered for utilities (i.e„ without limitation, water, electricity, gas and sewer). Additionally the parties acknowledge that (a) Lessee's planned permitted use of the Premises will entail the large usage of such utilities and (b) the other Building tenant's usage of Building utilities is inconsequential. Therefore, Lessee and Lessor agree that Lessee shall be solely responsible for, and shall timely pay (directly to the provider of such utilities or to Lessor, at Lessor's option, upon receipt of such bills), all such utility costs, expenses and bills for the Building. Lessee shall be entitled to a credit of $250 per month for electrical costs in respect of the electricity used on a monthly basis by said other tenants in the building. Such credit amount is agreed by Lessor and Lessee as a reasonable and fair amount given that the Building does not so have separate utility meters and shall not be adjusted during the Term. Additionally, Lessee acknowledges that certain costs and expenses pertaining to landscaping and tree trimming are contracted by Lessor to third parties, and that such contracts cover the entire Project. Notwithstanding the fact that the lease form used for the convenience of the parties is for a "Net" lease, it is the intent of the parties that this be a "gross" lease and that Lessee shall have no obligations to pay additional sums for real property taxes or assessments, insurance and operating expenses except as set forth above in this Section 52. 53. Parkine. Lessee shall have the non-exclusive right to use those parking spaces depicted on the site plan attached hereto as Schedule 1 and made a part hereof (excluding, those spaces within the area labeled Owner Parking). 54. 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. 55. Condition of Premises. Notwithstanding anything to the contrary in the Lease, Lessee hereby accepts delivery of the Premises, in their "as is" condition, effective as of the Commencement Date and, except with respect to changes to such condition, or damages to the Premises, arising from Lessee's use, misuse, misconduct, intentional acts or failure to act, which cause damage to the Premises (or which Lessee is otherwise required to repair pursuant to Section 51 above), Lessee shall return the Premises is the same condition as of the 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 Commencement Date. The Premises are hereby leased to Lessee "as is", without representation or warranty by the Lessor, 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 with respect to the general or any specific condition of the Premises or any system (including, without limitation, HVAC, electrical, plumbing, 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, 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 13013641.1I48581-00004 (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. Lessor acknowledges that the current physical condition of the Premises as of the date hereof is in compliance with the physical condition in which Lessee is obligated to surrender the Premises upon expiration of the Lease, 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 EXPRESSLY SET FORTH HEREIN, LESSEE LEASES AND ACCEPTS THE PREMISES ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, EXCEPT AS 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: (1) FITNESS FOR ANY PARTICULAR PURPOSE, (1) 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 EXCEPT AS EXPRESSLY SET FORTH HEREIN. 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. 56, 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 except for Lessor's obligations under this Lease. 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 13013641. I /48581-00004 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 Section. 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 by Lessee. Lessee acknowledges and agrees that it is familiar with and understands and has been counseled by its attorneys regarding the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR 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 MUST HAVE MATERIALLY AFT" HIS OR HER SETTLEMENT WITH THE DEBTOR." )) Lessee's Initials 57, 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 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. 58. Third pay Beneficiary. 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. As such, and as part of the consideration of Lessor entering into this Lease with Lessee, Lessee expressly agrees that Lessor is a third party beneficiary of the rights of Lessee under the City Agreements, Lessee shall not amend, modify or terminate any City Agreement without the prior written consent of Lessor, and Lessor, at its option, upon any default by Lessee under this Lease, shall have the right to enforce any and all rights of Lessee, and to receive any and all benefits due Lessee, under the City Agreements, subject to the provisions of the City Agreements. 59, Indemnity. Lessee shall indemnify, protect, defend (with counsel reasonably satisfactory to Lessor) and hold harmless Lessor and the Released Parties, from and against any and all claims, damages, costs and liabilities (collectively, "Claims") arising out of, involving, or in connection with, the use and/or occupancy of the Premises (and including, without limitation, the parking areas) 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 during the Term and including (without limitation) any claims brought or arising out of any civil tort or criminal activity, except to the extent that any such Claims are directly caused by the gross negligence or willful misconduct of Lessor or breach of this Lease by Lessor. 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 1301764 � VMS t•00004 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. 60. Counterparts, The Form Lease and this 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. "LESSEE" THE By:' — Name: Title: "LESSOR" FOUNDATION, RHW HOLDINGS, LLC, ' benefit corporation a Delaware limited liability company sy e�" Nam n ulnlcc Title: Manager 13013641.11485 81-00004 SCHEDULEI Parking (to lie attached] 13013641.1/48581-OOW4 D101tafly x0nod by Fm W pq R Frandne R, VIIlarea) YN..ml Da&n=10a717M AC RV CERTIFICATE OF LIABILITY INSURANCE L4 0700 DATEIMMMO 1 0 n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder la an ADDITIONAL INSURED, the pollcy(Ies) must he" ADDITIONAL IN6UITE4 provisions or he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditlons of the policy, certain policies may require an endorsement. A statement on Ihts certificate does not confer rights to the Certificate holder in ileu of such andorsement s . PRODUCER Bewermaster & Associates 10808 Holder St Ste 350 NAM"Ei °T Lizelte Orozoo _ P ° E • 714-733.8246 'n'UL lorozao bawermaster,com Cypress CA 90630 INSURE a AFFORDING COVERAGE NAICB INSUR A I Philadelphia Indomnit insumnee 16058 INeUREO atupbU-01 F is Street 1091IlluminationBatavia 1091 N. Batavia Street INSURERS: Redwood Flre &Casual Insurance 11673 INSURERC: Nonprofits' Insurance Alliance of California INSUMD: Orange CA 92867 INeDRERa: INBURERFI GERIIFICATE THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Iim NBR TYPE Of INSURANCE =0441 POLICYNUMBER(IPMOILDIM91 POL P LIMn3 C X OOMMERCIALGBNERAL LIABILITY CLAIM8ddADE 71 OCCUR ProNahllity Y 2020.24712 _ 911512020 9/1512021 EA��t1�URRENCE 81.000000 " a ante MEDEXP a ape arson $500.000_ X $20000 PERSONAL &ADV INJURY s1000,000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY g� LOG OTHER: GENERAL AGGREGATE $3.000.000 PRODUCTS•COMPlOPA00 $300Q000 $ 0 AUTOMOBILEUABILITY X X ANYAUro OWNED SCHEDULED AUTOS ONLY AUT0.4 Autos ONLY x ON-OWNED ONLY 2020.24712 0/1612020 011512021 a msl EUM $1,000,000 BODILY INJURY (PorParaon) S 90GLV INJURY (Per acadanq S ROPER DAMAGE $ $ C X UMBRELLALIN X EXCESS LIN OCCUR CLAIMS -MADE 2020.2r1712-UMB 8f1a12020 a11572021 EAcxOeGVRRENCE $7400,000 AGGREGATE_ $7000000 DED I I REreNT10N $ a WORKERBCOMPRNSATION AND EMPLMRS' LIABILITY YIN NYPROPRIEroP/PARTNFPJEXECUTNE OFFICERIMEMOERFJ:CLUDED9 El (Mamktary In NH) Ityaa, AMPTI ba Wear bE9CRIPnON �OREpAnONS bat NIA ILVV0107887 1/1/2020 1IM021 X I 55 E,L. EACH AOCItlkY1T IrIA ,D00 E.L.DISEASE-EAEMPLOY $1,000000 E.L. DISEASE •POLICY LIMIT $1,000000 A G Cmurimlal Cyba LlnbOXy Improper SexuelCalAud PHS131576488 2020-2A712 911rV2020 9f95/2020 9Ji6/2021 W1512021 A88 O,WO,OWIEatl1 Aw: 1,000,000Each $1,000,000 $1,00000 DE$CPJ"ION OF OPSRATIONSILOOATIONS IVENCLES (ACORD 001, Addlltonnl Remarko aahedolu, may bo attached Amore opaoa b requlre,q City of Santa Ana, Its officers, employees, agents, and volunteers are Additional Insured with respects t0 General LIab8lty per attached endorsement form; Primary and Nan -Contributory warding applies per attached endorsement form. 30•day nD6De of cancellation Is provided per policy provlslons. Cify 0' Santa Ana Risk Management Division 20 Civio Canter Plaza, 4th Fir USA Ana CA 92702 SHOULDANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCYPROVISIONS. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 1tla4ManggeMNiElHvtetgrl CCR MMKO&ApAP1P,R,.On�VaFE��)�S�r�d r'M144A4r4 Tv I<i*AVkwd RgkMan0y0mentAnRMI YSI9oedbFFnntloeP 2nCInE . Vt dI� Me:20 ort:xoxl.at.zotiea:agoaao 4`� CERTIFICATE OF LIABILITY INSURANCE DATE 11/202YYY 1/11/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Bowermaster & Associates 10805 Holder St Ste 350 Cypress CA 90630 NAME T Liz Orozco PHONE FAX M. No. Eau. 714-733-6248 ac No): EXFDp4ss: lorozco bowennaster.com INSURER(SI AFFORDING COVERAGE NAICS INSURER.: Philadel hfa Indemni Insurance INSURERS: Redwood Fire & Casual Insurance 18058 11673 INSURED ILLUFOU-01 n Illumination Foundation INSURER C: Non roots' Insurance Alliance of California LifeArk Community and LifeArk El Monte LLC 1091 N. Batavia Street Orange CA 92867 INSURERD: INSURER E: NSURER F: — -----^• •" KMVI*IUIN NUMtlt:R: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED WITH RESPECT TO WHICH THIS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. HEREIN IS SUBJECT TO ALL THE TERMS, ILTR TYPEOFINSURANCE AODL SUB POUCYNUMBER IAMIDO EFF PNIJDDYE%P LIMITS C X COMMERCUILGENERALLIABILITY Y 2020-24712 9/15202D 9/152021 CLAIMS -MADE OCCUR EACH OCCURRENCE $1,000,000 X PREMISES Ea oarr venr» $500,000 Prd UabiRv NED EXP(Anyane person) $20,000 PERSONAL&ADVINJURY $1.000,000 GENL AGGREGATE LIMIT APPLIES PER X POLICY PRO -CT ❑ JELOC GENERALAGGREGATE $3,OOD,OoO PRODUCTS-COMP/OP AGO $3.000,000 OTHER: E C AUTOMOBILELIABILITY 2020-24712 9/152020 9/15/2021 COMBINED SINGLE LIMIT Ea accident $1.000,000 X ANY AUTO BODILY INJURY (Par Person) $ OWNED SCHEDULED AUTOS ONLYMAUTOS BOOTEE INJURY (Per accident) $ X AUTOS OHIRED NLY AUTOS ONLY Parr sWid,mtl GE E C X UMBRELLA UAB X OCCUR 202-24712-UMB 9/152020 9/152021 EACH OCCURRENCE $7.000,000 EXCESS UAR CLAIMS -MADE AGGREGATE $7,000,000 OED RETENTIONS S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ILWCI0TBB7 1/12021 1112022 X PER OTH- $ ANYPROPRIETOWPARTNERI ECUTIVE YIN OFFICER MBEREXCWDED9 ❑ NIA STATUTE ER EL. EACH ACCIDENT $1,000,000 IMandatory in NH) Iryou, descdbeurgar E.L. DISEASE - EA EMPLOYEE $1,000,000 DESCRIPTION OF OPERATIONS be. E1. DISEASE - POLICY LIMIT $1.000,000 A C Commercial Sl Cal Conduct Improper Sexual Canducl PHSDI575498 9/152020 9/15/2021 Agg:$3,000,000/Each $1,000.000 2020-24712 9/152020 W15/2021 A99: E1,000,0G0/Eatlt $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Addltloned Remarks Schedule, may be altachad N more apace le required) City of Santa Ana, it's officers, employees, agents, and volunteers are Additional Insured With respects to General Liability per attached endorsement form; Primary and Non -Contributory wording applies per attached endorsement form. 30-day notice of cancellation is provided per policy provisions. r CIDTIelrarc unr nv. City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Fir Santa Ana CA 92702 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 01988.2015 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD RENEWED&APFROVEDBy: Fufr ; e R, (!:,(.,Aa Risk Management Analyst