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Adult Transitional Residential Program

RFP-HHS-2020-24

COUNTY OF MARIN

DEPARTMENT OF HEALTH AND HUMAN SERVICES DIVISION OF BEHAVIORAL HEALTH AND RECOVERY SERVICES

REQUEST FOR PROPOSALS (RFP)

Adult Transitional Residential Program

RFP-HHS-2020-24

DATE ISSUED: July 15, 2020 DEADLINE FOR SUBMISSIONS: August 24, 2020 The County of Marin Health and Human Services Department does not discriminate on the basis of sex, race, color, religion, age, sexual orientation, disability, marital status, national origin, citizenship status, genetic information, gender identity and expression, AIDS/HIV, medical condition, political affiliation, military of veteran status, or status as a victim of domestic violence, assault, or stalking in employment or in its educational programs and activities. Auxiliary aids and services are available upon request to individuals with disabilities. Alternative formats will be made available upon request.

920 Grand Avenue, San Rafael

Adult Transitional Residential Program

RFP-HHS-2020-24

I. Background

The Marin County Board of Supervisors approved the concept for the property at 920 Grand Avenue, San Rafael to be redeveloped for a 16 bed Adult Transitional Residential Treatment Program. The Adult Transitional Residential Treatment Program provides residential support to individuals (from three months to a year) appropriate for maintaining stability and working on long-term recovery goals. Clients are fully integrated into household life and, where appropriate, also participate in job-training, school, work, or day treatment programs. The ultimate goals for this program include developing critical social skills and coping strategies, finding housing, and securing ongoing services and supports in preparation for discharge from the program.

Having a local Adult Transitional Residential Treatment facility is projected to help improve outcomes, as well as:

• Reduce strain on family members living in Marin who need to travel significant distances out of county to see their loved ones—typically without any public transportation options;

• Improve outcomes for clients, allowing them to smoothly and quickly transition from higher levels of care back to the community; and

• Reduce out-of-county placements and allow for reimbursement of some costs through Medi-Cal and other sources.

The 920 Grand Avenue building is owned by the County of Marin. The facility is currently partially occupied for office use purposes by the Department of Health and Human Services. The site is in an urban, downtown area. The facility was originally constructed in 1952-53 and renovated in 1973. The lot size is 11,980 square feet (0.275 acres), with approximately 5,720 of usable square footage.

The County is at the initial stage of determining the facility requirements and creating a community coordination plan for the City of San Rafael and surrounding neighborhood. This proposed project will require the final approval of the Board of Supervisors.

II. Proposed Project / Scope of Work

The County of Marin is seeking a provider to: 1) Remodel the 920 Grand Avenue, San Rafael site (through funding from the County) into a facility that can accommodate a 16 bed Transitional Residential Treatment Program; and 2) Provide direct services, administration and management of the Transitional Residential facility. Specific activities may include the following:

Remodeling of 920 Grand Avenue, San Rafael Site

• Enter into and maintain a long-term lease with the County of Marin, in substantially the form of Attachment C

• Partner with the County of Marin Department of Health and Human Services and the County Administrator’s office to develop a project implementation plan.

• Provide overall coordination of the facility improvement project, including, but not limited to: coordination with applicable County of Marin Departments [e.g. County Administrator’s Office, Health and Human Services] and contracting directly with vendors [e.g. Architect, Contractor(s), Construction Manager, Consultants] on design, pre-application activities, construction and occupancy

• Assist with key aspects of communicating and engaging with the City of San Rafael, including meeting with key stakeholders

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• Conduct community outreach efforts to engage neighboring residents and businesses, as coordinated with Health and Human Services

• Provide project management to ensure that the project stays on track with expected deliverables, timeframes and budget

Provide Direct Services, Administration and Management of the Transitional Residential Program

• Obtain Mental Health Medi-Cal certification will apply for Medi-Cal certification within 60 days and Community Care Licensing (CCL) certification within 60 days of opening the facility to provide services at 920 Grand Avenue, San Rafael

• Oversee all Program operations, provide facility maintenance, recruit and retain qualified staffing, and maintain all licenses and permits necessary to operate a Transitional Residential facility

• Provide culturally, linguistically responsive, and recovery-based services to beneficiaries in the Transitional Residential Program

• Use applicable evidence-based/community defined practices that will assist beneficiaries in developing critical social skills and coping strategies and preparing them for successful transition from the Program

• Coordinate and communicate with Marin County Behavioral Health and Recovery Services and other service providers to assist with securing housing, ensuring ongoing services and support, coordinating care, and facilitating timely and appropriate transitions between levels of care

• In accordance with BHRS documentation standards, record services provided for client medical records and for third party billing purposes using Marin County Electronic Health Record systems.

Target Population

• Adults over the age of 18 with Serious Mental Illness and co-occurring mental health and substance use disorders.

III. Eligible Bidders Any individual, nonprofit or for-profit agency, joint venture, partnership, or other group, legally entitled to do business in the State of California with demonstrated experience in performing the activities outlined in the “Proposed Project/Scope of Work” section of the RFP and able to comply with the “Requirements and Expectations for Contractors” of the RFP is eligible to submit an application. IV. Requirements and Expectations for Contractors A. Summary of Contract Terms, Conditions and Requirements All applicants responding to this RFP will be required to comply with any and all Federal, State, and local laws and regulations: including, but not limited to the County of Marin Nuclear Free Zone; Living Wage Ordinance; Board of Supervisors Resolution #2005-97 prohibiting the off-shoring of professional services involving employee/retiree medical and financial data; Title 42 of the Code of Federal Regulations; the Federal Health Insurance Portability and Accountability Act (HIPAA); Division 10.5, California Health and Safety Code; Title 9, California Code of Regulations; Americans With Disabilities Act of 1990; all applicable labor laws including prevailing wage rates; and the terms and conditions of the County of Marin’s Standard Professional Services Contract (as well as all future changes or amendments to each of the preceding). The County’s Standard Professional Services Contract, attached hereto as Attachment B, contains specific provisions including, but not limited to, nondiscrimination in hiring and in the provision of services, program evaluation, record keeping, payments,

limitations and obligations, conflict of interest, indemnification and insurance,

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assignment, and HIPAA. By submitting a Proposal, the applicant agrees to be bound by all terms and conditions of the County’s Standard Professional Services, attached hereto as Attachment B, and execute the same, if selected. B. Insurance The County requires that all contractors carry $1,000,000 in liability insurance ($2,000,000 aggregate). The County must be named as additional insured, and specific language must be included on the signed endorsement to the policy. The required insurance coverage requirements include automobile insurance and is described in the County of Marin’s Standard Professional Services Contract, attached hereto as Attachment B. It is strongly suggested that applying entities be certain of the ability to secure this insurance and verification prior to submitting an Application. C. Administrative and Legal Requirements

1. This RFP shall be governed by all applicable federal, state, and local laws, codes, ordinances and regulations, including but not limited to, those promulgated by CAL-OSHA, FED-OSHA, EPA, EEOC, DFEH, the California State Department of Health Services, and the County of Marin.

2. All matters related to this RFP shall be governed by, and in accordance with, the substantive and procedural laws of the State of California. The Applicant agrees that all disputes arising out of or in connection with this RFP or Applicant’s response thereto shall be construed in accordance with the laws of the State of California and that the venue shall be in Marin County, California.

3. Applicant should be legally authorized to conduct business in the State of California and have established administrative and program resources to provide services in Marin County before responding to this RFP. Applicant should have, or be prepared to immediately procure, all federal, state and local permits or certifications necessary to perform the services that are the subject of this RFI.

4. Applicants must be eligible to receive Federal funds.

D. Tentative Time Schedule All applicants are hereby advised of the following schedule and will be expected to adhere to the applicant- related deadlines below:

RFP Advertised July 15, 2020

RFP Released to Prospective Applicants July 15, 2020

Question/Answer Period Opens July 15, 2020

Question/Answer Period Closes August 3, 2020 (by 3pm)

RFP Answers Posted By August 7, 2020

RFP Due August 24, 2020 (by 3pm)

Applicant Review & Interviews (if applicable) September 2020

Posting of Notice of Intent to Award Late September / Early October 2020

Contract Start Date* November 2020 *Contingent upon BOS approval

IV. Application Instructions

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In responding to the RFP (the submission is hereinafter referred to as “Application”), use the outline as it appears below and label your responses accordingly. If the total number of pages exceeds the parameters stated below, the additional pages will be discarded and will not be reviewed by the Application Review Committee. A non-response will result in disqualification of the Application. Ensure that all applicable fields are completed and that the cover page is signed. A. Cover Page (1 Page Limit – See Attachment A) Complete and sign the attached Cover Letter of Interest (Attachment A) to the County of Marin for the provision of Transitional Residential Program. Include (1) Legal Name of Individual Submitting Letter of Interest, (2) Address, (3) Telephone Number, (4) Email Address, (5) License/Certification Number and Expiration Date per individual, and (6) Specific Project(s) applying for under this RFP. Note that in completing and signing this form, the applicant is submitting agreement to the following: “The costs of the proposed project can be carried by the applicant for at least 90 days at any point during the term of the contract.”

B. Applicant Capability (Four Page Limit)

I. Describe your experience operating of a Transitional Residential Program for adults with Serious Mental Illness and co-occurring mental health and substance use disorders. Please include an overview of your Transitional Residential Program, such as:

a. How long you have been providing similar services and the locations of these services;

b. Describe your experience working with Medi-Cal recipients with adults with SMI and co-occurring substance use disorders

c. Overview of your experience providing transitional residential services for adults with SMI and co-occurring substance use disorders, including the types of services and programs you have provided; summary of outcomes,

d. Describe your experience working with peers and incorporating them in your services and programs

e. Information on any existing contractual agreements with other governmental agencies for similar services or programs; and

f. Experience providing and claiming for Medi-Cal covered services.

II. Project Description, including scope of project and projected timeline: a. Describe how you would staff the Transitional Residential Program. In your

response, please include a projected staffing model for the program, including types of providers, licensure types, etc.

b. Describe the types of services you would provide in this Transitional Residential Program. Include in your response, the types of Evidence Based/Community Defined Programs that you would incorporate into the curriculum.

III. Describe your experience overseeing the design, construction, and opening of a behavioral health facility. In your response, be sure to describe your agency’s experience with:

a. Contracting or subcontracting with construction agencies for the design, construction, and opening of a behavioral health facility, including details regarding the project, the

b. Obtaining necessary permits and licenses, including obtaining Medi-Cal facility licensure/certification;

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c. The specific service(s), and conducting community outreach, as well as the type of behavioral health facility (i.e. residential, outpatient, etc).

C. Issues regarding County Lease Form and its Exhibits (Two Page Limit) In responding to the RFP, it is important that the Applicant perform a thorough review of the County Lease form (Attachment C) and its Exhibits. All applicants are to use this section of their application to identify any issues within the lease. If any issues are not specified in the Application, the County will consider that the applicant will except the Lease and Exhibits in the form attached. VI. Application Submission Requirements A. General Policies

1. The County assumes no obligation for any of the costs associated with responding to this RFP including, but not limited to, development, preparation and submission of applications.

2. This RFP is in no way an agreement, obligation, or contract between County and any applicant.

3. The applications will become the property of the County upon submission and may be subject to the terms of the California Public Records Act (“PRA”), as required by law.

4. By submitting an application, applicants acknowledge and agree as follows: that the County is a public agency subject to the disclosure requirements of the PRA; that applicants must clearly identify all proprietary information that is contained in the application submitted to the County, if applicant claims that such information falls within one or more PRA exemptions; that applicants must mark said proprietary information as “CONFIDENTIAL AND PROPRIETARY” and must identify the specific lines containing the information; that the County will make reasonable efforts to provide notice to the applicants prior to such disclosure in the event of a PRA request; that applicants are required to obtain a protective order, injunctive relief, or other appropriate remedy from the Marin County Superior Court, before the County’s deadline for responding to the PRA request; that if an applicant fails to obtain such remedy within County’s deadline for responding to the PRA request, County may disclose the requested information without penalty or liability; and that applicants shall defend, indemnify, and hold County harmless against any claims, action, or litigation, including but not limited to all judgments, costs, fees, and attorneys’ fees that may result from denial by County of a PRA request for information arising from any representation or any action (or inaction), by the applicants.

5. After submission of the application and closing of the application period, no information other than what is outlined in this RFP will be released, until an award becomes final.

6. The County reserves the right to make an award without further discussion of the applications received. Therefore, it is important that the application be submitted initially on the most favorable terms from both a technical and cost standpoint.

7. While it is the intention to award the contract to one applicant, the County reserves the right to split the award in any manner deemed most advantageous to the County. The County also reserves the right to increase or decrease the award amount.

8. In an effort to reach a decision concerning the most qualified applicant, the County reserves the right to evaluate all factors it deems appropriate, whether or not such factors have been stated in the RFP.

9. The County reserves the sole right to interpret, change or terminate any provision of the RFP at any time prior to the submission date. Any such interpretation or change shall be in the form of a written addendum and shall become part of the RFP. The County also reserves the right to accept and reject any or all of the RFP, cancel the RFP in whole or

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in part, or terminate the process and elect to operate by other means. 10. An applicant may not be recommended for funding, regardless of the merits of the

application submitted, if it has a history of contract non-compliance with the requirements of Marin County Department of Health and Human Services (“HHS”) or other funding source or poor past or current contract performance with any HHS or other funding source. The applicant may be given a provisions award with the stipulation that special terms and conditions regarding the areas of concern will be a part of the contract.

11. An application may be immediately rejected and disqualified for any of the following reasons:

a. The application is not received at the time and place specified in the RFP; b. The application does not adhere to the required material elements of format and

guidelines or substantive requirements set forth in this RFP; c. Evidence indicates that the applicant, applicant’s staff or consultants have in any

way attempted to influence the confidential nature of the review through contact with the Marin County BRHS staff or members of the selection review committee.

d. The applicant will not sign the County’s Standard Professional Services Contract (Attachment B)

B. Submission Deadline and Format Proposals must be received at the following location by August 24, 2020. Applications may also be submitted via e-mail at the following e-mail address. No verbal Proposals will be considered. Submit applications to:

Hard Copy Application Submission Address (One Original and Three Copies): Jei Africa, PsyD, Director

Marin County Department of Health and Human Services Behavioral Health and Recovery Services

20 North San Pedro Road, Suite 2021, San Rafael, CA 94903

Electronic Copy Application Submission E-Mail Address (One Original): Kaitlyn Motley

KMotley@MarinCounty.org

1. Proposals may not be faxed. Proposals must be received by the date and time recited above. Post marks or delivery service marks will not be accepted, and it is up to the applicant to ensure that the application was received by the date and time recited above. Proposals, modifications, or corrections received after the deadline specified will not be considered, except if such modifications or corrections were at the County’s request.

2. Only Applications submitted in the format described within this RFP will be considered. Applications must be submitted on standard 8-1/2" x 11", plain white paper, typed, single- spaced, in no less than 12-point typeface, with 1” margins and pages numbered consecutively. Designer or hard covers are not permitted and will be removed from Applications prior to their being shared with the review committee. Hard copy applications shall be fastened in the top left-hand corner with a metal staple, clasp, or other type of fastener. Electronic submissions shall be in .pdf format.

3. An Application may be rejected if incomplete, if it contains any alterations of form, or if it contains other irregularities of sufficient magnitude or quantity to warrant a finding of being substantially non-compliant.

4. The County may in its discretion accept or reject in whole or in part any or all Applications, may cancel, amend or reissue the RFP at any time prior to contract approval and may waive any immaterial defect in an Application. The County's waiver of an immaterial defect shall in no way modify the Application requirements or excuse the

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applicant grantee from full compliance with the objective if awarded the contract.

C. Contact between Applicant and County

1. County staff contact: During the period from issuance of this RFP and the award of the contract to a successful applicant, contact regarding the specific subject of this RFP between potential or actual applicant and County staff is restricted under the terms of this section. Except as otherwise expressly authorized in this RFP, neither applicant nor County staff shall discuss, question or answer questions, or provide or solicit information, opinion, interpretation, or advocate or lobby regarding this RFP. A documented instance of such contact by an actual or potential applicant shall be grounds for disqualification from the process. County staff shall be defined as any County employees, agents or contractors involved in or connected with this RFP process.

2. Questions regarding the RFP: To maintain a fair and impartial process, all questions

regarding this RFP must be submitted in writing via the County’s website and contain a contact name and address. The final date and time to submit questions in writing is August 3, 2020 by 3pm. All questions and responses will be available on the County’s website on or before August 7, 2020. No telephone consultation will be provided. Questions must be submitted via the County website at https://www.marinhhs.org/requests-proposals-or-statements-interest-rfp

VI. Application Review and Selection Process A. Application Review and Selection

Staff from BHRS will conduct an initial technical review to ensure that the format requirements outlined in this RFP have been fulfilled. If any of the material format or substantive requirements is missing or incorrect, the application may be disqualified. All applications that pass the initial technical review will be submitted to an Application review committee that shall evaluate and rank the applications. The committee may consist of persons experienced in mental health services, alcohol and other drug program services, representatives from other county departments, representatives from local advisory boards, and/or any other individuals that Health and Human Services deems capable and appropriate for the selection of potential providers. The committee shall not include potential contractors, and no committee member may apply or assist others in applying for this contract. The purpose of the evaluation is to determine which applicants demonstrate the skills, expertise and experience to successfully perform the tasks specified in the RFP. Each committee member will read and score each application using a standardized scoring instrument. The scoring instrument will reflect the requirements of the RFP. An applicant may not be recommended for funding, regardless of the merits of the application submitted, if it has a history of contract non-compliance with the requirements of Marin County Department of Health and Human Services (“HHS”) or other funding source or poor past or current contract performance with any HHS or other funding source. The applicant may be given a provisional award with the stipulation that special terms and conditions regarding the areas of concern will be a part of the contract. The committee will make an award recommendation to the BHRS Division Director, who will make the final recommendation to the Marin County Board of Supervisors. Prior to making an award, the County may choose to conduct interviews with applicants. The purpose of the interviews would be to ask follow-up questions that may arise from the

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review committee and collect any additional information not gleaned from the Applications. The County may also request additional information necessary to determine the applicant’s financial stability, ability to perform on schedule or willingness to incorporate additional features in the application, and any other relevant information necessary to make the award. Once a decision is made, a Notice of Intent to Award will be mailed to all applicants evaluated by the committee.

B. Post Award

Once the Notice of Intent to Award has been issued, the provider selected will be contacted to execute the County’s Standard Professional Services Contract. At that time, the selected provider and the County may discuss adjustments to the budget and the scope of work. No other provisions of the County’s Standard Professional Services Contract or Lease will be negotiated. Refer to Attachment B for a copy of the County’s Standard Professional Services Contract. The applicant grantee awarded a contract under this bid process will be required to adhere to the reporting requirements set forth by BHRS, as well as to provide any additional data needed to satisfy other County, state or federal reporting requirements. For the duration of the contract period, annual contract renewals are contingent upon the demonstration of progress in achieving measurable results to the County’s satisfaction and compliance with all contract requirements, as well as the continued availability of contract project funding. Award of a contract under this process does not preclude the County from conducting another RFP process for these services at a future date.

C. Appeal Should an applicant not accept the decision in the Notice of Intent to Award, the following appeal process may be exercised. The appellant applicant must file a Notice of Intent to Appeal with the County Office that issued the RFP. Certified or registered mail must be used to file the Notice of Intent to Appeal. No other method of delivery will be accepted. The Notice of Intent to Appeal must be received at the address stated below no later than ten working days after the Notice of Intent to Award letter has been posted and mailed to all participating applicants.

ATTN: Jei Africa, PsyD

Marin County Department of Health and Human Services Behavioral Health and Recovery Services

20 North San Pedro Road, Suite 2021, San Rafael, CA 94903 The Notice of Intent to appeal must include a full and complete written statement specifying the grounds for the appeal. Areas subject to appeal are appeal from disqualification; appeal from rejection notice; appeal from award to another applicant; or appeal challenging the validity of the process. The appeal should identify the appealing party, be in writing, refer to the specific RFP sections and pertinent documents, and state the relief requested. The notice will be forwarded, through the appropriate administrative channels, to the Director of the Marin County Department of Health and Human Services, or designee. The Department Director or designee may review the original RFP Application(s), the public notice, the Request for Proposal document, and the scoring instruments of the

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Application review committee, and any other document deemed appropriate. The decision of the Department Director or designee shall be final.

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ATTACHMENT A

MARIN COUNTY DEPARTMENT OF HEALTH AND HUMAN SERVICES

DIVISION OF BEHAVIORAL HEALTH AND RECOVERY SERVICES

Adult Transitional Residential Program

RFP-HHS-2020-24 Date:

Certifications

The applicant certifies to the best of his/her knowledge and belief that the data in this application is true and correct and that filing of the application has been duly authorized by the governing body of the applicant and that applicant will comply with the assurances required of applicant if the application is approved and a contract is awarded. Signature: Date: Name: Title:

For County Use Only

Date Received: Time Received:

Marin County BHRS Staff Signature Acknowledging Receipt of Application:

Legal Applicant: Name Address Telephone Fax E-mail Federal Tax ID No.

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ATTACHMENT B

Professional Services Contract

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ATTACHMENT C

County of Marin Long-Term Lease

LEASE OF 920 GRAND AVENUE, SAN RAFAEL, CALIFORNIA FOR THE DEVELOPMENT AND OPERATION OF A TRANSITIONAL

RESIDENTIAL TREATMENT PROGRAM FACILITY AND RELATED IMPROVEMENTS THIS LEASE AGREEMENT FOR THE DEVELOPMENT AND OPERATION OF A TRANSITIONAL RESIDENTIAL TREATMENT PROGRAM FACILITY AND RELATED IMPROVEMENTS (“Lease”), made and entered into as of this ______ day of ____________, 2020, by and between the COUNTY OF MARIN, State of California (hereinafter referred to as "County"), and ________________________ , a California nonprofit public benefit corporation [TBD] (hereinafter referred to as the "Provider").

WITNESSETH WHEREAS, the County of Marin, along with other local cities in Marin County, supports a welcoming, residential support program to individual clients (from three months to a year) appropriate for maintaining stability and working on long-term goals, where clients are fully integrated into household life and, where appropriate, also participate in job-training, school, work, or day treatment programs; and WHEREAS, the County of Marin, along with other local cities in Marin County, supports the ultimate goals for this program which include developing critical social skills and coping strategies, finding housing, and securing ongoing services and supports in preparation for discharge from the program; and WHEREAS, the County of Marin currently has no residential support program to serve mental health clients with co-occurring substance abuse disorders (“dual diagnosis clients”) within its borders, resulting in clients being sent out-of-county to receive critical services; and WHEREAS, the County of Marin finds it is in the County’s and the general public’s best interest to provide localized treatment and services to mental health clients; and WHEREAS, the County of Marin is required, pursuant to Welfare and Institutions Code Sections 5600 et seq, to provide residential treatment for mental health clients; and WHEREAS, having a County-owned Transitional Residential Treatment Facility will provide the County with significantly more control over costs and save County resources, including travel costs associated with staff who previously had to travel out of county to provide these services; and WHEREAS, having a County-owned Transitional Residential Treatment Facility will reduce County expenditures on out-of-county placements and the associated additional costs while supporting improved client access to necessary support systems within Marin County and improving quality of life for both the residents and their families; and WHEREAS, having a County-owned Transitional Residential Treatment Facility dedicated to service co-occurring SMI clients will allow for the County to be reimbursed for services by billing Medi-Cal and receiving Social Security revenue, neither of which the County is able to utilize with the current process of placing clients out-of-county in contracted beds; and WHEREAS, under the current system, in which the County must place dual diagnosis clients out-of-county for residential support services, the County faces skyrocketing costs due to a regional increase in demand for beds and a limited supply of beds; and WHEREAS, the County faces additional costs when placing clients out-of-county that could be avoided with a local residential support program, including the costs of ambulance rides to and from placements and additional case management costs associated with overseeing caseloads across northern California; and

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WHEREAS, a County-owned Transitional Residential Treatment Facility would avoid the unnecessary strain placed on clients and family members due to out-of-county placements, including the burden on families to visit clients out-of-county and the strain on clients who often have better outcomes and higher quality of life when kept closer to home, allowing them to more smoothly and quickly transition from residential placements back to the community; and WHEREAS, Provider currently operates a Transitional Residential Treatment Program for adults with Serious Mental Illness and co-occurring substance use disorders (“Transitional Program”) located ________________________________________; and WHEREAS, Provider was selected through a competitive Request for Proposal process (“RFP”) administered by the Department of Health and Human Services, via RFP-HHS-2020-24”; and WHEREAS, Government Code Section 25371 authorizes the Board of Supervisors of the County to grant a leasehold interest to Provider to rehabilitate 920 Grand Avenue that can accommodate a 14-16 bed Transitional Residential Treatment Transitional Program (“Improvements”) to be necessary to meet the social needs of the population of the County, including, but not limited to, the areas of health, welfare and the needs of physically, mentally and financially handicapped persons; and WHEREAS, the County of Marin is required pursuant to state contracts to provide services that include, but are not limited to, a full continuum of behavioral health care services, including but not limited to residential, intensive outpatient treatment, outpatient, medication assisted treatment (MAT), case management, board and care, and community placements; and WHEREAS, Provider, with County staff assistance, has determined that the most cost effective and reasonable way to operate the Transitional Program is for Provider to do a design-build, including, but not limited to, contract for the design, and construction of the improvements to the Premises, as hereinafter defined; and WHEREAS, the County of Marin will separately contract with Provider to provide the Transitional Program services through this facility and place patients in the Transitional Program run by Provider (“Services Contract”). NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. FUNDING AGREEMENT FOR IMPROVEMENTS. Attached as Exhibit “A” and incorporated herein is a separate “Funding Agreement for the Construction of the Improvements for a Transitional Residential Treatment Program at 920 Grand Avenue, San Rafael, California” (“Funding Agreement”) which is a separate agreement with the same execution date of this Lease between County and Provider. 2. PREMISES. a. County does hereby lease to Provider and Provider hereby leases from County the building and site known as 920 Grand Avenue, San Rafael, California (herein called "Premises") with said building being agreed, for the purposes of this Lease, to have an area consisting of approximately 6,660 gross square feet (“Building”) on a site consisting of approximately 11,980 square feet as indicated on Exhibit "B" attached hereto and by reference made a part hereof (Assessor Parcel Number 014-093-01). b. Said Lease is subject to the terms, covenants and conditions herein set forth and the Provider covenants as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants, and conditions by it, to be kept and performed and that this Lease is made upon the condition of said performance. 3. TERM. The term of this Lease shall be for ten (10) years (“Term”), beginning on the commencement date as hereinafter defined in Paragraph 5. 4. BASE RENT. Upon commencing of the Term, Provider agrees to pay to County as monthly Base Rent, without prior notice or demand, the sum of $13,320.00 (Thirteen Thousand Three Hundred Twenty and No/100 Dollars), in advance, on or before the first day of each and every successive calendar month thereafter during the Term hereof. Rent for any period during the Term hereof which is for less than one (1) month shall be a prorated portion of the monthly installment herein, based upon a thirty (30) day

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month. Base Rent shall commence upon the Commencement of the Term as hereinafter defined in Paragraph 5. Rent checks shall be made payable to “Treasurer, County of Marin” and mailed to:

Marin County Department of Health and Human Services Accounting Division

20 North San Pedro Road, Suite 2025 A, San Rafael, CA 94903 5. COMMENCEMENT OF THE TERM. The commencement of the Lease Term is subject to a set of performance criteria that Provider needs to meet as provided in the Funding Agreement, including, but not limited to, receipt of final building permit to the Improvements, Medi-Cal certification, and other licenses and permits necessary to operate a Transitional Residential Facility, as more fully described in the Funding Agreement. The Director of HHS, or other County designee, has the sole authority to determine that all performance criteria have been met by Provider in order to start the Lease Term. Once the criteria have been met, County and Provider will sign a letter stating the actual commencement date of the Lease Term (“Commencement Date”). 6. TERMINATION OF LEASE AGREEMENT.

A. If the Funding Agreement is terminated prior to completion of the performance criteria in the Funding Agreement, this Lease shall terminate on the same date of the Funding Agreement.

B. After Commencement of the Term of the Lease, this Lease shall terminate if the Services Contract is terminated under the terms of that contract.

C. This Paragraph 6 is in addition to remedies provided in Paragraph 24 or Paragraph 26 of this Lease. 7. ACCESS TO PREMISES PRIOR TO LEASE TERM COMMENCEMENT. County shall allow Provider access to the Premises prior to the Term Commencement Date provided; however, such access shall be subject to Provider’s delivery of evidence of insurance satisfying the requirements of this Lease and the Funding Agreement. Such access shall be for the sole purpose of enabling Provider and its agents, employees and contractors to meet the performance criteria under the Funding Agreement. Said early access shall not advance the Lease Commencement Date hereinabove provided. 8. FURNITURE, FIXTURES AND EQUIPMENT. The Premises includes certain “Furniture, Fixtures and Equipment” (herein called “FFE”), any and all within the confine of the Building at the commencement of the Term. The parties agree and understand that the FFE is the personal property of the County and shall remain on the Premises. If for any reason the FFE requires modification, removal, repair or replacement, Provider shall be solely responsible for the associated costs and shall notify and obtain consent from County prior to any action. Upon termination of this Lease, Provider shall surrender the FFE to County in good, clean, operable condition, ordinary wear and tear excepted. A list of the FFE is attached hereto as Exhibit “C”. 9. HOLDING OVER. Any holding over after the expiration of the said Term, with or without the express consent of County, shall be construed as a tenancy from month to month, and shall be on the terms and conditions herein specified, so far as applicable. Such holding over shall not constitute an extension of this Lease. During such holding over, Provider shall pay rent at one hundred twenty-five percent (125%) of the highest monthly rent paid during the Term of the Lease, and shall provide County with written notice at least one month (30 days) in advance of the date of termination of such monthly tenancy of its intention to terminate such tenancy. 10. USE. Provider will use the Premises for the operation and administration of a Transitional Residential Treatment Program and for no other purposes without the prior written consent of County. The parties understand and agree that Provider will conduct business after normal County business hours and on weekends, 24/7. Provider shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, or cause cancellation of any insurance policy covering said Building or any part thereof or any of its contents. Provider shall not allow the Premises to be used for any

unlawful purpose or against County policy, nor shall Provider cause, maintain or permit any

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nuisance in, on or about the Premises. Provider shall not commit or suffer to be committed any waste in or upon the Premises. 11. COMPLIANCE WITH LAW. a. Provider shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Provider shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes not related to or affected by Provider's improvements or acts. The judgment of any court of competent jurisdiction or the admission of Provider in any action against Provider in any action against Provider, whether County is a party thereto or not, that Provider has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between the County and Provider. b. Provider will cooperate with County, at County’s sole cost and expense, with respect to the completion of future ADA compliance work, if any, to the Building and exterior areas, as determined by the County of Marin’s Disability Access Manager. The parties agree and understand that this includes, but is not limited to, applicable laws, statutes, regulations, and codes under the Americans with Disabilities Act, State of California’s Disabled Persons Act, FEHA, as it pertains to accessibility, and the CCR Title 24 (Building Code) Chapter 11B, and Marin County Codes Title 7, Chapter 7.70 and Title 23, Chapter 23.19. County shall be responsible for all expenses, costs, work, permits, fees, legal fees and construction costs in connection with any future ADA compliance work on the exterior of the Premises.

c. Certified Access Specialist Disclosures Pursuant to California Civil Code Section 1938, the Building has not been inspected by a Certified Access Specialist (“CASp”) - a CASp can inspect the Premises and determine whether the Premises comply with all the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, County may not prohibit Provider from obtaining a CASp inspection of the Premises for the occupancy by Provider. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises. Provider agrees to notify County immediately if Provider receives notification or otherwise becomes aware of: (a) any condition or situation on, in, under, or around the Premises or Building that may constitute a violation of any Access Laws; or (b) any threatened or actual lien, action, or notice that the Premises or Building is not in compliance with any Access Laws. If Provider is responsible for such condition, situation, lien, action or notice under this paragraph, Provider’s notice to County shall include a statement as to the actions Provider proposes to take in response to such condition, situation, lien, action, or notice. Provider will not alter the Premises in any manner that would violate any Access Laws or increase County’s responsibilities for compliance with Access Laws, without the prior approval of the County. In connection with any such approval, County may require a certificate of compliance with Access Laws from an architect, engineer, or other person acceptable to County. Provider agrees to pay the reasonable fees incurred by such architect, engineer, or other third party in connection with the issuance of such certificate of compliance. County’s consent to any proposed Provider Alteration shall (a) not relieve Provider of its obligations or indemnities contained in this paragraph or this Lease or (b) be construed as a warranty that such proposed alteration complies with any Access Law. 12. ALTERATIONS AND ADDITIONS. Upon commencement of the Term, Provider shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof without the prior written consent of County. Any alterations, additions or improvements to or of said Premises, including, but not limited to, wall covering, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall on the expiration of the Term become a part of the realty and belong to the County and shall be surrendered with the Premises. In the event County consents to the making of any alterations, additions or improvements to the Premises by Provider, the same shall be made by Provider at Provider's sole cost and expense, and any contractor or person selected by Provider

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to make the same must first be approved of in writing by the County. Upon the expiration or sooner termination of the Term hereof, Provider shall, upon written demand by County, given at least one hundred twenty (120) days prior to the end of the Term, at Provider's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by Provider during the Lease Term, designated by County to be removed, and Provider shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal.

Alterations and additions to data and telecommunications wiring, outlets and equipment by Provider are allowable with prior notice to County and use of County approved contractors to perform alterations and additions. Provider agrees that it shall notify County’s designated representative for data and telecommunications of all work related to said facilities and shall use County approved contractors to perform all work. 13. REPAIRS. a. PROVIDER OBLIGATIONS: By taking possession of the Premises, Provider shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair. Provider shall, at Provider's sole cost and expense, keep the Premises and every part thereof in good condition and repair, damage thereto from causes beyond the reasonable control of Provider and ordinary wear and tear excepted. Provider shall upon the expiration or sooner termination of this Lease hereof surrenders the Premises to the County in good condition, ordinary wear and tear excepted. Provider shall upon the expiration or sooner termination of this Lease hereof surrenders the Premises to the County in good condition, ordinary wear and tear and damage from causes beyond the reasonable control of Provider excepted. Except as specifically provided in an addendum, if any, to this Lease, County shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that County has made no representations to Provider respecting the condition of the Premises or the Building except as specifically herein set forth. Repairs to telecommunications wiring, outlets and equipment within the Premises and specifically utilized by Provider shall be the sole responsibility of Provider. All repairs shall be made in accordance with the provisions set forth in Paragraph 12, hereinabove. b. BUILDING SYSTEMS OBLIGATIONS: Provider shall repair and maintain the non-structural portions of the Building, including the basic plumbing, air conditioning, heating, electrical systems, and life safety systems, unless such maintenance and repairs are caused in part or in whole by the act, neglect, fault or omission of any duty by the County, its agents, servants, employees or invitees, in which case County shall pay to Provider the reasonable cost of such maintenance and repairs. County shall not be liable for any failure to make any such repairs or to perform any maintenance. Provider shall be responsible for the maintenance, inspections, replacement and/or repair of all fire extinguishers in the Building and Premises. Provider shall be responsible up to the sewer mainline clean-out outside of the Building and on to the main sewer connection. Except as provided in Paragraph 24 hereof, there shall be no abatement of rent and no liability of County by reason of any injury to or interference with Provider's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Provider waives the right to make repairs at County’s expense under any law, statute, or ordinance now or hereinafter in effect. Except as specifically provided in an addendum, if any, to this Lease, County shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that County has made no representations to Provider respecting the condition of the Premises or the Building except as specifically herein set forth. If Provider believes there is a major capital expense required to repair the building structural systems, it shall notify County and the parties shall meet to consider County’s participation in the cost to repair the system. County shall not be liable for any failure to make any such repairs, and County shall not be required or obligated to pay for, in whole or in part, the cost of any such repair. c. ADDITIONAL OBLIGATIONS:

i). Fire Alarm System. Provider shall be responsible for the cost of any damage caused to the Fire Alarm System by Provider or Provider Parties (as defined hereinafter). ii). Semiannual Maintenance Review. The parties shall meet semi-annually at the Premises and tour the Premises, approximately in six-month intervals, in order for County to review the obligations of Provider under both Paragraph 13.a., 13.b, and 13.c. Should County determine Provider is not maintaining the Premises as required, ordinary wear and tear and damage from causes beyond the reasonable control of Provider excepted, County shall notify

Provider in writing within thirty (30) days of the most recent semi-annual meeting.

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iii). Emergency Generator, Backup Power Provider will provide maintenance and service of the generator and related power equipment to the Building, if such generator is provided.

d. PROVIDER NOTICE TO COUNTY OF MAJOR BUILDING ISSUES. Provider shall immediately notify County of any major Building issues such as water line break, sewer back-up, fire, smoke damage, electrical problems, structural concerns or other issues that could damage the integrity or cause significant repair costs to the Building, occurring within or near the Premises. County and Provider shall confer as to how to address those concerns listed in the notice to County. 14. LIENS. Provider shall keep the Premises and the property in which the Premises are situated free from any liens arising out any work performed, materials furnished, or obligations incurred by Provider. County may require, at County's sole option, that Provider shall provide to County, at Provider's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1 1/2) times any and all estimated cost of any improvements, additions, or alterations in the Premises, to insure County against any liability for mechanics' and materialmen's liens and to insure completion of the work. 15. ASSIGNMENT AND SUBLETTING. Provider shall not either voluntarily or by operation of law assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Provider excepted) to occupy or use the said Premises, or any portion thereof, without the prior written consent of County, which consent may be withheld at County’s sole discretion, and a consent to one assignment, subletting, occupation or use by another person is not a consent to all. Any such assignment or subletting without such consent shall be void, and shall, at the option of the County, constitute a default under this Lease. 16. HOLD HARMLESS. Provider shall indemnify and hold harmless County against and from any and all claims arising from Provider's use of Premises for the conduct of its business or from any activity, work, or other thing done, permitted or suffered by Provider in or about the Building, and shall further indemnify and hold harmless County against and from any and all claims arising from any breach or default in the performance of any obligation on Provider's part to be performed under the terms of this Lease, or arising from any act or negligence of Provider, or any of officer, agent, employee, guest or invitee of Provider, and from all and against all cost, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon, and, in any case, should action or proceeding be brought against County by reason of any such claim, Provider upon notice from County shall defend the same at Provider's expense by counsel reasonably satisfactory to County. Provider as a material part of the consideration to County hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises, from any cause other than County's negligence, and Provider hereby waives all claims in respect thereof against County. County or its agents shall not be liable for any damage to property entrusted to employees of the Building, nor for loss or damage to any property by theft or otherwise, nor for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of County, its agents, servants or employees. County or its agents shall not be liable for interference with the light or other incorporeal hereditaments, loss of business by Provider, nor shall County be liable for any latent defect in the Premises or in the Building. Provider shall give prompt notice to County in case of fire or accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. 17. SUBROGATION. As long as their respective insurers so permit, County and Provider hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each party shall obtain any special endorsements, if required by their insurer to evidence compliance with the aforementioned waiver. 18. INSURANCE. Provider, at Provider’s own cost and expense shall maintain the following liability insurance during the lease term: (1) Commercial General Liability insurance for bodily injury and property damage occurring in, or

about the Premises arising out of Provider’s use and occupancy of the Premises (including

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protective liability coverage on operations of independent contractors engaged in construction and contractual liability insurance) on an "occurrence" basis for the benefit of the Provider as named insured and the County, its officers, elected and appointed officials, agents, boards, commissions, and employees as additional insured against claims for bodily injury, death, personal injury and property damage liability with a Combined Single limit of not less than $5,000,000 (five million) Combined Single Limit, per occurrence and in the aggregate in connection with Provider’s use of the Premises. (2) Personal property insurance insuring all equipment, trade fixtures, inventory, fixtures and Provider personal property located on or in the Premises for perils covered by the causes of loss-special form (all risk) and in addition, coverage for, wind, flood, earthquake, terrorism, and boiler and machinery (if applicable). Such insurance shall be written on a replacement cost basis in an amount equal to one hundred percent of the aggregate of the foregoing. (3) Business Interruption and Extra Expense insurance in such amounts to reimburse Provider for direct or indirect loss attributable to all perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or the Building as a result of such perils. (4) Workers’ Compensation insurance in accordance with statutory law and employer’ liability insurance with a limit of not less than $1,000,000 per accident, $1,000,000 disease, policy limit and $1,000,000 disease limit each employee. (5) Commercial Automobile insurance coverage for owned, leased, hired and non-owned motor vehicles.

All such insurance shall be effected under valid and enforceable policies and shall be issued by insurers licensed to do business in the State of California and with general policy holder's rating of at least A and financial rating of VIII or better as rated by A.M. Best's Insurance reports and shall provide that County shall receive thirty (30) days written notice from the insurer prior to any cancellation of coverage or diminution of limits; provided that if cancellation is due to nonpayment, ten (10) days’ notice shall be provided. 19. EVIDENCE OF INSURANCE. Provider shall deliver to County upon execution of this Lease, and prior access to the Premises under Paragraph 7, copies of policies of insurance required herein or certificates evidencing the existence and amounts of such insurance with additional insured endorsements satisfactory to County. No policy shall be cancelable or subject to reduction of coverage except after ten (10) days' prior written notice to County. 20. SERVICES, SECURITY, AND UTILITIES. Provider shall be responsible for and shall pay the cost of utilities to the Premises, which shall include electricity, gas, water, sewer and regular garbage. Provider shall be responsible for all associated heat and air-conditioning, security in the Premises, the security system to the Premises, security access for Provider staff, and any medical or non-standard waste removal. Provider shall be responsible for and pay the cost of any and all janitorial and/or cleaning services to the Premises. Any such services provided by Provider shall meet the County’s Minimum Wage Ordinance, to the extent applicable, Integrated Pest Management Ordinance, and any other applicable ordinance for services provided. Provider shall maintain and keep lighted the entries in the Building and the Premises. County shall not be liable under any circumstances for a loss of or injury to property, however occurring, through or in connection with or incidental to failure of Provider to furnish any of the foregoing. 21. POSSESSORY INTEREST TAXES. Provider acknowledges that Provider has been informed that under Section 107.6 of the Revenue and Taxation Code of the State of California, the Marin County Assessor is required to place a value on all possessory interests as applicable to Provider’s use of County owned property. Possessory interest is defined as the right of a private taxable person or entity to use property owned by a tax-exempt agency for private purposes. A possessory interest tax, if applicable to Provider, will therefore, be levied by the County Assessor on this property against the Provider as of the lien date, which is March 1st of each year. 22. INTENTIONALLY LEFT BLANK. 23. ENTRY BY COUNTY. Absent an emergency, upon prior notice via telephone call, email, letter or personal communications between Provider staff and County staff, County shall have the right to enter the Premises during normal business hours or as otherwise agreed in such communication between Provider and County, inspect the same, to post notices of non-responsibility, and to alter, improve or repair the Premises and any portion of the Building of which the Premises are a part that County may deem necessary under this Lease, without abatement of rent and may for that purpose erect scaffolding

and other necessary structures where reasonably required by the character of the work to be

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performed, always providing that the entrance to the Premises shall not be blocked thereby, and further providing that the business of the Provider shall not be interfered with unreasonably. Provider hereby waives any claim for damages or for any injury or inconvenience to or interference with Provider's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, County shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Provider's vaults, safes and files, and County shall have the right to use any and all means which County may deem proper to open said doors in any emergency, in order to obtain entry to the Premises without liability to Provider except for any failure to exercise due care for Provider's property. Any entry to the Premises obtained by County by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible entry into, or a detainer of, the Premises, or an eviction of Provider from the Premises or any portion thereof. 24. DAMAGE AND DESTRUCTION. In the event the Premises or the Building are damaged by fire or other perils covered by extended coverage insurance, County agrees to forthwith repair the same; and this Lease shall remain in full force and effect, except that Provider shall be entitled to a proportionate reduction of the rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with the business carried on by the Provider in the Premises. If the damage is due to the fault or neglect of Provider or its employees, there shall be no abatement of rent. In the event the Premises or the Building are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, then County shall forthwith repair the same, provided the extent of the destruction be less than ten (10%) percent of the then full replacement cost of the Premises or the Building of which the Premises are a part, and provided that the rent to be proportionately reduced as hereinabove in this Paragraph 24 provided. In the event the destruction of the Premises or the Building is to an extent greater than ten (10%) percent of the full replacement cost, then County shall have the option; (l) to repair or restore such damage, this Lease continuing in full force and effect, but the rent to be proportionately reduced as hereinabove in this Paragraph 24 provided; or (2) give notice to Provider at any time within sixty (60) days after such damage terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) and no more than sixty (60) days after the giving of such notice. In the event of giving such notice, this Lease shall expire and all interest of the Provider in the Premises shall terminate on the date so specified in such notice and the Rent, reduced by a proportionate amount, based upon the extent, if any, to which such damage materially interfered with the business carried on by the Provider in the Premises, shall be paid up to the time of such termination.

In case County shall fail to complete such repairs within one hundred eighty (180) days from the date of such damage, Provider may at any time after such one-hundred eighty (180) day period give County thirty (30) days’ notice in writing of termination of this Lease, then at the expiration of such thirty day period, this Lease shall terminate as completely as if that were the date fixed for expiration of the term of this Lease unless, County shall have substantially completed repairs prior to the expiration of such thirty day period.

Notwithstanding anything to the contrary contained in this Paragraph 24, County shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Paragraph 24 occurs during the last twelve (12) months of the Term of this Lease or any extension thereof. County shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railings, floor covering, partitions, or any other property installed in the Premises by Provider. Provider shall not be entitled to any compensation or damages from County for loss of the use of the whole or any part of the Premises. Provider's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. 25. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Provider.

a. The vacating or abandonment of the Premises by Provider after ten (10) days prior written notice has been sent to Provider. b. The failure by Provider to make any payment of rent or any other payment required to be made by Provider hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by County to Provider. c. The failure by Provider to observe or perform any of the covenants, conditions or provisions of

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this Lease to be observed or performed by the Provider, other than described in Paragraph 25b above, where such failure shall continue for a period of thirty (30) days after written notice thereof by County to Provider; provided, however, that if the nature of Provider's default is such that more than thirty (30) days are reasonably required for its cure, then Provider shall not be deemed to be in default if Provider commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. d. The making by Provider of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Provider of a petition to have Provider adjudged as bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Provider, the same is dismissed within sixty (60) days; or the appointment of a trustee or a receiver to take possession of substantially all of Provider's assets located at the Premises or of Provider's interest in this Lease, where possession is not restored to Provider within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Provider's assets located at the Premises or of Provider's interests in this Lease, where such seizure is not discharged in thirty (30) days. e. The failure of Provider to perform any obligation required under the Funding Agreement. 26. REMEDIES IN DEFAULT. In the event of any such material default or breach by Provider, County may at any time thereafter, with or without notice or demand and without limiting County in the exercise of a right or remedy which County may have by reason of such default or breach:

a. Terminate Provider's right to possession of the Premises by any lawful means, in which case this Lease shall terminate, and Provider shall immediately surrender possession of the Premises to County. In such event County shall be entitled to recover from Provider all damages incurred by necessary renovation and alteration of the Premises, reasonable attorney's fees, any real estate commission actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the Term after the time of such award exceeds the amount of such rental loss for the same period that Provider proves could be reasonably avoided; that portion of the leasing commission paid by County and applicable to the unexpired Term of this Lease. Unpaid installments of rent or other sums shall bear interest from the date due at the rate of ten (10%) percent per annum. In the event Provider shall have abandoned the Premises, County shall have the option of (i) taking possession of the Premises and recovering from Provider the amount specified in this paragraph, or (ii) proceeding under the provisions of the following Paragraph 26b. County shall use reasonable efforts to mitigate its damages. b. Maintain Provider's right to possession, in which case this Lease shall continue in effect whether or not Provider shall have abandoned the Premises. In such event, County shall be entitled to enforce all of County's right and remedies under this Lease, including the right to recover the rent as it becomes due hereunder.

c. Pursue any other remedy now or hereafter available to County under the laws or judicial decision of the State in which the Premises are located.

27. EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, to terminate this Lease, and County shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public or quasi-public use or purpose, and Provider shall have no claim against County for the value of any unexpired Term of this Lease. If either less than or more than twenty-five (25%) percent of the Premises is taken, and neither party elects to terminate as herein provided, the rental thereafter to be paid shall be equitably reduced. If any part of the Building other than the Premises may be so taken or appropriated, County shall have the right at its option to terminate this Lease and shall be entitled to the entire award as above provided. 28. OFFSET STATEMENT. Provider shall at any time and from time to time upon not less than ten (10) days prior written notice from County execute, acknowledge and deliver to County a statement in writing, (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledge that there are not, to Provider's knowledge, any uncured defaults on the part of the County hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part.

29. PARKING. Provider shall have the right to use the parking facilities of the Building, as

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shown on Exhibit “B”. 30. AUTHORITY OF PARTIES. Corporate Authority. If Provider is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. 31. NOTICES. Any notice which either party may or is required to give hereunder, shall only be effective if given by certified or registered mail, postage prepaid, return receipt requested or delivered personally to Provider at the Premises, and at the address shown below, or to County at the address shown below, or at such other places as may be designated by the parties hereto from time to time and shall be deemed given when mailed or served personally.

County: County of Marin County Administrator’s Office Attn: Facilities Planning and Development Mgr. 3501 Civic Center Drive San Rafael, CA 94913-4186 Copy to: County of Marin Department of Health and Human Services Attn: Chief Assistant Director 20 North San Pedro Road San Rafael, CA 94903 Provider: M Chief Executive or Chief Financial Officer xx xxx, Suite xx xxxxxxxxxxxxxx, CA xxxxx

32. BROKERS. Provider warrants that it has had no dealings with any real estate broker or agents in connection with the negotiation of this Lease and it knows of no other real estate broker or agents in connection with this Lease. 33. HAZARDOUS MATERIALS. As used in this Lease, the term "Environmental Law(s)" means any past, present or future federal, state or local Law relating to (a) the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releases of Hazardous Materials (as defined below) into the environment (including, without limitation, air, surface water, groundwater or land), or (b) the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of Hazardous Materials. As used in this Lease, the term "Hazardous Materials" means and includes any hazardous or toxic materials, substances or wastes as now or hereafter designated or regulated under any Environmental Laws including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other chlorofluorocarbons. Except for ordinary supplies to operate a Transitional Residential Treatment facility and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials, and motor vehicle fuel stored in fuel tanks of motor vehicles used on site in compliance with all Environmental Laws and medical tools, supplies, materials and waste used in, or as a result of, operating the Transitional Residential treatment program pursuant to Paragraph 10 hereof (some or all of which may constitute Hazardous Materials), Provider agrees not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Premises and the Building by Provider, its agents, officers, directors, shareholders, members, managers, partners, employees, subtenants, assignees, licensees, contractors or invitees (collectively, "Provider’s Parties"), without the prior written consent of County, which consent County may withhold in its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, Provider agrees to promptly remove from the Premises, at its sole cost and expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are

installed, brought upon, stored, used, generated or released upon, in, under or about the

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Premises, or any portion thereof by Provider or any of Provider's Parties. To the fullest extent permitted by law, Provider agrees to promptly indemnify, protect, defend and hold harmless County and County's members, shareholders, partners, officers, directors, managers, employees, agents, contractors, successors and assigns (collectively, "County Parties") from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises and which are caused or permitted by Provider or any of Provider's Parties. The provisions of this Paragraph 33 will survive the expiration or earlier termination of this Lease. Provider shall give County written notice of any evidence of Mold, water leaks or water infiltration in the Premises promptly upon discovery of same. At its expense, Provider shall investigate, clean up and remediate any Mold in the Premises. Investigation clean up and remediation may be performed only after Provider has County's written approval of a plan for such remediation. All clean up and remediation shall be done in compliance with all applicable Laws and to the reasonable satisfaction of County. As used in this Lease, "Mold" means mold, fungi, spores, microbial matter, mycotoxins and microbiological organic compounds. County shall be responsible for the disposal in accordance with applicable laws of any hazardous materials found on the Premises and or Building, by County or County Parties and shall defend, protect, indemnify and hold harmless Provider against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys’ fees, costs and disbursements) arising from such other hazardous materials. 34. GENERAL PROVISIONS.

a. Plats and Riders. Clauses, plats and riders, if any, signed by the County and Provider and endorsed on or affixed to this Lease are a part hereof. b. Waiver. The waiver by County of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by County shall not be deemed to be a waiver of any preceding breach by Provider of any term, covenant or condition of this Lease, other than the failure of the Provider to pay the particular rental so accepted, regardless of County's knowledge of such preceding breach at the time of the acceptance of such rent. c. Intentionally left blank. d. Joint Obligation. If there be more than one Provider, the obligations hereunder implied upon them shall be joint and several.

e. Marginal Headings. The marginal headings and Paragraph titles to the Paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. f. Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. g. Successors and Assigns. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. h. Recordation. Neither County nor Provider shall record this Lease or a short form memorandum hereof without the prior written consent of the other party. i. Quiet Possession. Upon Provider paying the rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Provider's part to be observed and performed hereunder, Provider shall have quiet possession of the Premises for the entire Term hereof, subject to all the provisions of this Lease. j. Late Charges. Provider hereby acknowledges that late payment by Provider to County of rent or other sums due hereunder will cause County to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon County by terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or a sum due from Provider shall not be received by County or County's designee within ten (10) days after said amount is due, then Provider shall pay to County a late charge equal to ten (10%) percent of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that County will incur by reason of the late payment by Provider. Acceptance of such late charges by the County shall in no event constitute a waiver of Provider's default with respect to such overdue amount, nor prevent County from exercising any of the other rights and remedies granted

hereunder.

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k. Intentionally left blank. l. Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. This Lease shall not be effective or binding on any party until fully executed by both parties hereto. m. Inability to Perform. If by reason of any event of Force Majeure (defined below) either party to this Lease is prevented, delayed or stopped from performing any act which such party is required to perform under this Lease, the deadline for performance of such act by the party obligated to perform shall be extended for a period of time equal to the period of prevention, delay or stoppage resulting from the Force Majeure event, unless this Lease specifies that Force Majeure is not applicable to the particular obligation. As used in this Lease, the term “Force Majeure” shall include, but not be limited to, fire or other casualty, bad weather, inability to secure materials, strikes or labor disputes (over which the obligated party has no direct or indirect bearing in the resolution thereof, or if said party does have such bearing, said dispute occurs despite said party’s good faith efforts to resolve the same), acts of God, acts of the public enemy or other hostile governmental action, acts of terrorism, civil commotion, governmental restrictions, regulations or controls affecting, and/or other events over which the party obligated to perform (or its contractor or subcontractors) has no control. Force Majeure shall not apply to any payment of any amounts owed by either party to the other. n. Attorneys Fees. In the event of any action or proceeding brought by either party against the other under this Lease the parties shall be responsible to pay their own costs and expenses including the fees of its attorneys in such action or proceeding regardless of the final judgment by the court holding jurisdiction.

o. Sale of Premises by County. In the event of any sale of the Building, County shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser to have assumed and agreed to carry out any and all of the covenants and obligations of the County under this Lease.

p. Subordination, Attornment. Upon request of the County, Provider will in writing subordinate its rights hereunder to the lien of any first mortgage, Certificate of Participation, or first deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. In the event any proceedings are brought for foreclosure or in the event of the exercise of power of sale under any mortgage or deed of trust made by the County covering the Premises, the Provider shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the County under this Lease.

q. Name. Provider shall not use the name of the Building for any purpose other than as an address of the business to be conducted by the Provider in the Premises.

r. Separability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way effect, impair or invalidate any other provision hereof and such other provision shall remain in full force and effect.

s. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

t. Choice of Law. This Lease shall be governed by the laws of the State of California. u. Signs and Auctions. Provider shall not place any sign upon the Premises or Building thereon

without County's prior written consent. However, the parties acknowledge and understand that Provider may be required to provide signage in accordance with state and federal requirements. County will cooperate with Provider on signage design and placement provided that Provider signage designs and placement are consistent with County signage. Provider shall submit a signage plan to County for review and approval prior to installation of any signage.

IN WITNESS WHEREOF, the Parties have entered into this Lease as of the date upon execution

by County, below. Provider

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By: Date: Title: County of Marin Date: ____________, President Board of Supervisors ATTEST: Approved as to form: Brian E. Washington Deputy Clerk By: Deputy County Counsel

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Exhibit “A” Funding Agreement

920 GRAND AVENUE, SAN RAFAEL, CALIFORNIA

FUNDING AGREEMENT FOR THE DEVELOPMENT AND CONSTRUCTION OF A

TRANSITIONAL RESIDENTIAL TREATMENT PROGRAM FACILITY AND RELATED

IMPROVEMENTS

THIS FUNDING AGREEMENT FOR THE DEVELOPMENT AND CONSTRUCTION OF

A TRANSITIONAL RESIDENTIAL TREATMENT PROGRAM FACILITY AND

RELATED IMPROVEMENTS (“Agreement”), made and entered into as of this

______ day of ____________, 2020, by and between the COUNTY OF MARIN, State

of California (hereinafter referred to as "County"), and name of provider, a

California _________________________________ (hereinafter referred to as the

"Provider").

WITNESSETH

WHEREAS, the County of Marin, along with other local cities in Marin County,

supports a welcoming, residential support program to individual clients (from

three months to a year) appropriate for maintaining stability and working on long-

term goals, where clients are fully integrated into household life and, where

appropriate, also participate in job-training, school, work, or day treatment

programs; and

WHEREAS, the County of Marin, along with other local cities in Marin County,

supports the ultimate goals for this program which include developing critical

social skills and coping strategies, finding housing, and securing ongoing services

and supports in preparation for discharge from the program; and

WHEREAS, the County of Marin currently has no residential support program to

serve mental health clients with co-occurring substance abuse disorders (“dual

diagnosis clients”) within its borders, resulting in clients being sent out-of-county

to receive critical services; and

WHEREAS, the County of Marin finds it is in the County’s and the general public’s

best interest to provide localized treatment and services to mental health clients;

and

WHEREAS, the County of Marin is required, pursuant to Welfare and Institutions

Code Sections 5600 et seq, to provide residential treatment for mental health

clients; and

WHEREAS, having a County-owned Transitional Residential Treatment Facility will

provide the County with significantly more control over costs and save County

resources, including travel costs associated with staff who previously had to travel

out of county to provide these services; and

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WHEREAS, having a County-owned Transitional Residential Treatment Facility will

reduce County expenditures on out-of-county placements and the associated

additional costs while supporting improved client access to necessary support

systems within Marin County and improving quality of life for both the residents

and their families; and

WHEREAS, having a County-owned Transitional Residential Treatment Facility

dedicated to service co-occurring SMI clients will allow for the County to be

reimbursed for services by billing Medi-Cal and receiving Social Security revenue,

neither of which the County is able to utilize with the current process of placing

clients out-of-county in contracted beds; and

WHEREAS, under the current system, in which the County must place dual

diagnosis clients out-of-county for residential support services, the County faces

skyrocketing costs due to a regional increase in demand for beds and a limited

supply of beds; and

WHEREAS, the County faces additional costs when placing clients out-of-county

that could be avoided with a local residential support program, including the costs

of ambulance rides to and from placements and additional case management

costs associated with overseeing caseloads across northern California; and

WHEREAS, a County-owned Transitional Residential Treatment Facility would

avoid the unnecessary strain placed on clients and family members due to out-of-

county placements, including the burden on families to visit clients out-of-county

and the strain on clients who often have better outcomes and higher quality of life

when kept closer to home, allowing them to more smoothly and quickly transition

from residential placements back to the community; and

WHEREAS, Provider has signed a lease with the County of Marin (“Lease”) for

carrying out a Transitional Program [defined in a prior Whereas] at the building

and site known as 920 Grand Avenue, San Rafael, California, Assessor Parcel

Number 014-093-01 (“Premises”); and

WHEREAS, Government Code Section 26227 authorizes the Board of Supervisors

to expend County funds to support programs deemed by the Board of Supervisors

to be necessary to meet the social needs of the population of the County,

including, but not limited to, the areas of health, welfare and the needs of

physically, mentally and financially handicapped persons; and

WHEREAS, the County of Marin is required pursuant to state contracts to provide

services that include, but are not limited to, a full continuum of behavioral health

care services, including but not limited to residential, intensive outpatient

treatment, outpatient, medication assisted treatment (MAT), case management,

board and care, and community placements; and

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WHEREAS, the County of Marin will separately contract with Provider to provide

the Transitional Program services through this facility and place patients in the

Transitional Program run by Provider (“Services Contract”); and

WHEREAS, the County of Marin finds it is in the County and the general public’s

best interest to assist Provider in keeping the Transitional Program in operation

within the geographic boundaries of the County of Marin; and

WHEREAS, Provider, with County staff assistance, has determined that the most

cost effective and reasonable way to operate the Transitional Program is for

Provider to do a design-build, including, but not limited to, contract for the design,

and construction of the improvements to the Premises.

NOW, THEREFORE, the parties hereto do mutually agree as follows:

1. Scope of Service. Provider shall perform the following necessary services:

A.

1) Hire industry professionals such as licensed architect(s), a

construction manager, and other professional consultants as needed

(such as structural, mechanical, or electrical engineers through the

architect or construction manager) to develop i). construction pricing

plans, ii). construction cost estimates, iii). total project cost estimates,

and iv). schedules for occupancy of the Transitional Program in the

Premises (“Feasibility Studies”). Upon completion of the Feasibility

Studies, submit to County for approval of such, pursuant to

Paragraph 9.B, below. If County approves the Feasibility Studies, then

Provider shall proceed with construction documents and prepare

materials and submit construction documents to the County of

Marin’s Building Department (and any other required agency or

department) for approval in such a manner that will help to ensure

the Transitional Program Premises meet current building, life safety,

and other required building codes if any.

2) Negotiate a contract (the "Site Improvements Contract"), ultimately to be between Provider and a California-licensed local general contractor ("Contractor"), pursuant to which Contractor is to construct the transitional residential facility and related improvements (“Site Improvements”).

3) Notwithstanding Provider's right to negotiate the Site Improvements Contract hereunder, County hereby advises Provider that the following provisions must be incorporated into the Site Improvements Contract:

a). "Substantial Completion" shall have occurred when all the following have been accomplished: A) Construction permit final sign-off from the agency responsible for issuing such permits and the Fire

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Marshall or designated fire department; B) Receipt of a Permanent Certificate of Occupancy from the agency responsible for issuing such; and C) Acceptance of the Site Improvements by Provider, which shall not unreasonably withhold or delay acceptance, which acceptance will also be subject to Contractor completing the "punch list items," agreed-upon by Provider at the time of Substantial Completion.

b). Ten percent (10%) shall be withheld from all progress payments to Contractor under the Site Improvements Contract up to Substantial Completion, and five percent (5%) shall be withheld for thirty (30) days following Substantial Completion, or until agreed-upon "punch list items" have been completed and approved by Provider, whichever is later.

c). All labor to be paid at prevailing wages, according to law, and

shall comply with the following:

-Labor Code Section 1771, pertaining to paying of prevailing

wages for “public works” projects.

-Labor Code Section 1771.4, pertaining to contractors needing

to report wages and hours to the Labor Commissioner (SB

854).

-Labor Code Section 1725.5, pertaining to contractors needed

to register with the Department of Industrial Relations (SB 854).

Provider shall remain solely responsible for monthly monitoring of Contractor's compliance with this provision.

d). Contractor shall indemnify, defend, protect and hold County and Provider harmless from any charges, suits, liabilities, fees, costs, and penalties arising from or in connection with Contractor's failure to perform its obligations under the Site Improvements Contract, including without limitation any claims made or asserted against County and Provider and of Contractor's violation or alleged violation of prevailing wage laws. This paragraph survives any termination of this Agreement.

e). Specify a Guaranteed Maximum Price, payable to Contractor for the full-service construction of the Site Improvements.

4) Provider shall confirm that Contractor is licensed and current with State Contractor's License Board for the expected period of the Site Improvements.

5) County shall designate one or more authorized representatives for consultation with Provider (or representatives of Provider) during the construction of the Site Improvements.

6) County's representatives, a representative of Provider, and a representative of Contractor (and other parties, such as the Architect as

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needed) shall conduct regular construction meetings not less than every other week during the construction of the Site Improvements.

7) Provider shall cause to be placed and kept in force at Provider's expense course of construction (Builder’s Risk) insurance and shall procure from the insurer a waiver of subrogation for the benefit of Provider.

8) Ensure the Improvements, pursuant to California Civil Code Section 1938, the Building have been inspected by a Certified Access Specialist (“CASp”) - a CASp can inspect the Premises and determine whether the Premises comply with all the applicable construction-related accessibility standards under state law.

B. Ensure the Premises for use as a transitional residential facility is licensed

by appropriate licensing authority(ies), which include the State of California

Department of Healthcare Services, California Department of Social

Services, and may include the County of Marin Environmental Health

Division, and any other applicable agencies.

C. Once Provider has constructed the new transitional residential facility

pursuant to this Agreement, Provider shall use the Premises (as that term is

defined in the Lease) exclusively for a transitional residential program (in

compliance with the ‘Use’ provision in paragraph 10 of the Lease).

D. The parties will be entering into separate Service Contract(s) for Provider’s

provision of services to County clients placed at the Transitional Program at

the Premises.

E. All alterations or additions made to the Premises with County funds belong

to County.

F. Any and all contracts entered into by Provider and any third party that are

funded pursuant to this Funding Agreement (“Third Party Contract”) shall

contain a provision that allows for termination upon five (5) days’ notice

and in such event of termination that money owed to the third party for

work performed or materials ordered will only accrue to the date of such

notification. Any Third-Party Contract that contains a commercially

reasonable cancellation and liquidated damages clause shall be reviewed

and approved by County prior to the entering of such Third-Party Contract,

unless otherwise agreed between Provider and the County.

2. Term of Contract. The services of Provider are to commence upon execution of

this Agreement and shall be undertaken and completed in such sequence as to

assure their reasonably diligent expeditious completion in the light of the

purposes of this Agreement.

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The term of this Agreement shall commence upon full execution of this

Agreement and shall continue until the earliest of the following to occur:

a. Commencement of the Lease Term as provided in Paragraph 5 of the Lease

and Provider having completed all obligations under this Agreement;

b. Termination of this Funding Agreement under any of the provision(s) of

Section 9 herein.

Provider shall indemnify and save harmless the County for any costs,

expenses, losses, liabilities, obligations, or claims imposed upon or reasonably

incurred by County by reason of Provider’s failure to comply with any of the

construction and contracting requirements for which Provider is solely

responsible. This paragraph survives any termination of this Agreement.

3. Compensation. In exchange for Provider’s performance of the services

contemplated herein, County shall pay Provider a total consideration of up to

$[Total Cost of developing the Premises for a transitional residential program)

(spell out amount) under this Agreement (the “Compensation”) in the manner

described herein below, less any grants solicited and received by either party

for this project, funds raised by either party for this project, any other State,

Federal, or any other source of funding for this project as may be identified

during the term of this Agreement (provided such funds are timely applied in

such a manner as to render County payment unnecessary). Notwithstanding

any other provision in this paragraph, if Provider receives a grant or fundraised

money whose purpose is to pay for any aspect of the Compensation, and if the

County has already paid money to Provider under this Agreement that would

have been covered by such grant or fundraised money, then Provider shall

owe such grant or fundraised money to the County to the extent applicable

rules pertaining to the grant or fundraised money do not prevent the County

from receiving the money. If Provider receives such grant or fundraised

money, then within thirty (30) days of receipt of the money Provider shall pay it

to the County.

A. County shall make progress payments/payments in installment amounts on

a monthly basis in the payment request process outlined herein below as

reasonably necessary to permit Provider to perform under this Agreement,

and as reasonably necessary to permit Provider to effectuate all those

design, building, construction and license-procuring activities, etc. so as to

permit the timely operation of the Transitional Program at the Premises

under the Lease.

B. For all interim progress payments, each payment request should include

the following:

i. Original invoice (from Provider) and one copy for balance due,

including Contractor's Federal Tax I.D. number, and any other direct

entities’ TAX I.D. number to which Provider shall pay directly.

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ii. All preliminary, conditional lien releases from Contractor and

Contractor 's subcontractors, and any other entity which may have

lien rights.

iii. AIA standard payment form executed by the Architect of record,

Provider and Contractor.

iv. Statement of percentage of completion and budget vs. actual spent

"draw" form. The Architect of record, Provider and Contractor shall

execute each draw form.

v. Summary statement regarding project status, issues, and which work

activities are being invoiced.

C. For final payment, Provider should submit the following.

i. Original invoice and one copy for balance due, plus retention.

ii. All final, unconditional lien releases from Contractor and Contractor's

subcontractors, and any other entity with lien rights, for previous

payments that have not been provided, plus conditional lien releases

for final payment.

iii. Copy of recorded notice of completion.

iv. AIA standard payment form executed by the Architect of record,

Provider, and Contractor.

v. Final sign-off approvals as follows:

1) Construction permit final sign-off from the permitting authority

for the building, and the fire department(s);

2) Temporary or Permanent Certificate of Occupancy.

vi. Warranty Letters from Contractor and all Contractor subcontractors

guaranteeing materials and workmanship for 2 years from notice of

completion.

vii. A reproduction set of final As-Built plans, three (3) sets of complete

blueprints, copy of any commissioning reports, and AutoCad disk(s)

(AutoCad version to be specified by CAO), and two copies of all

operating manuals

D. County may make payments under this Agreement to another entity as

County’s disbursement agent, with such disbursement agent to release

progress payments to Provider or its contractors as work is completed.

4. Use of Funds. The purpose for which the County has allocated funds to

Provider is to enable the Provider to undertake design, pre-development,

construction, and state licensing and certification work related to the

establishment of a community transitional residential program. Use of funds

received pursuant to this Agreement shall be for purposes as described within

this Agreement and for no other purposes.

5. Appendices. The Lease, including all its exhibits, is attached as Appendix A.

Appendix A is incorporated by reference and made a part of this Agreement.

Provider shall comply with all terms and conditions of the Lease.

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6. Assignment. Without written consent of County, this Agreement is not

assignable by Provider, either in whole or in part, except to a nonprofit public

benefit corporation controlled by Provider.

7. Alteration. No alteration or variation in the terms of this Agreement shall be

valid unless made in writing and signed by the parties hereto.

8. General Terms and Conditions.

A. Provider shall provide status updates as reasonably required to the County

representative described in Paragraph 1.A.5) above.

B. Provider agrees to keep all necessary books and records, including property,

personnel and financial records, in connection with the operations and

services performed under this Agreement, and shall document all

transactions so that all expenditures may be properly audited.

C. Provider agrees that the County or any authorized representative has access

to and the right to examine all records, books, papers or documents related

to the operations and services performed under this Agreement.

D. Provider hereby severally warrants that all records, books, papers and

documents related to the operations and services performed under this

Agreement will be retained for a period of not less than four (4) years after

termination of this Agreement and grants the County the option of retention

of the project records, books, papers and documents which are scheduled

for disposal.

E. Provider agrees to obtain all necessary permits, licenses and/or certifications

for intended improvements or activities (the “Approvals”). Provided,

however, the parties understand and agree the ability of Provider to obtain

all Approvals will require the performance of third parties to an extent; and if

Provider fails to timely obtain all Approvals as required herein, then to the

extent such failure is due to a third party and not Provider, Provider shall not

be deemed in breach of this paragraph. Provider and the County are

encouraged at their regular meetings to discuss the performance and

anticipated performance of third parties at the regular meetings

contemplated in Paragraph 1.A.6 above.

F. The undersigned person signing as an officer on behalf of Provider, a party

to this Agreement, hereby warrants and represents that said person has

authority to enter into this Agreement on behalf of Provider and to bind the

same to this Agreement, and, further that Provider has authority to enter

into this Agreement and that there are no restrictions or prohibitions

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contained in any article of incorporation or bylaw against entering into this

Agreement.

G. The County shall not be responsible or liable for any debts, actions,

obligations, negligence, or liabilities committed or incurred by Provider, its

staff or clientele, and Provider hereby agrees to defend, hold harmless and

indemnify the County from and against any and all liabilities for debts,

obligations, and negligence, other than any harm incurred due to gross

negligence or intentional misconduct by the County. No payment, however,

final or otherwise, shall operate to release Provider from any obligations

under this Agreement. This paragraph survives any termination of this

Agreement.

H. Provider hereby certifies that, in the implementation of projects funded by

this Agreement and in all of its other operations, it will comply with all

requirements of Section 504 of the Rehabilitation Act of 1973 (29 USC 794)

(and the implementing regulations at 24 CFR 8), the Americans with

Disabilities Act of 1990 (PL 101-336), and all state and local laws requiring

physical and program accessibility to people with disabilities, and agrees to

defend, hold harmless, and indemnify the County from and against any and

all liability for any noncompliance on the part of Provider.

I. Nothing contained in this Agreement is intended to, or shall be construed in

any manner to, create or establish an employer-employee relationship

between the parties, nor shall any employee of Provider by virtue of this

Agreement be an employee of the County for any purpose whatsoever, nor

shall any employee of Provider be entitled to any of the rights, privileges, or

benefits of County employees. Provider shall be deemed at all times an

independent contractor and shall be wholly responsible for the manner in

which it performs the services required of it by the terms of this Agreement.

Provider assumes exclusively the responsibility for the acts of its employees

as they relate to the services to be provided during the course and scope of

their employment.

J. Events of Default and Enforcement.

The County may declare an "Event of Default" if Provider defaults in the

performance or observance of any covenant or obligation of Provider set

forth in this Agreement, if such default remains uncured for a period of ten

(10) days after written notice of such default has been given by the County to

Provider. Provided, however, if more than ten (10) days are reasonably

required to cure the default that could give rise to an Event of Default if not

timely cured, then so long as Provider works to cure the default with

diligence, an additional reasonable amount of time to cure the default shall

be provided. Upon declaration of an Event of Default, the County may take

such action at law or in equity as may appear necessary or desirable to

enforce the obligations and covenants of Provider hereunder, either under

- 35 -

this Agreement or within the Lease. The covenants contained in this

Agreement shall be binding on Provider and its successors and assigns, for

the benefit of the County, and such covenants shall run in favor of the

County. The parties understand and agree that the County may be

irreparably damaged in the event that this Agreement is not specifically

enforced, making any remedy at law or for damages inadequate.

Accordingly, in the event of a default under this Agreement, County shall

have in addition and without prejudice to any right or remedy available at

law or in equity, the right to demand and have an injunction restraining such

default and the right to demand and have specific performance of any

provision of this Agreement. The obligations and covenants contained in

this Agreement shall be enforceable only by the County.

9. Termination.

A. This Agreement shall terminate upon the occurrence of any of the

circumstances set forth in subparts a. or b. of Paragraph 2 above.

B. On or before thirty (30) days after Provider presents the completed

Feasibility Studies to County as provided for in subpart A.1). of Paragraph 1

above, the County shall have the right to terminate this Agreement upon

five (5) days written notice to Provider. If County does not terminate this

Agreement, County shall be deemed to have approved the Feasibility

Studies. Notwithstanding any other provision in this Agreement, County

shall indemnify, defend and hold Provider harmless from any and all claims

or demands that relate to or arise from County’s termination of this

Agreement under this Paragraph 9.B., including but not limited to any

which may relate to or arise from the Lease or Provider’s obligations under

this Agreement. In the event Provider has received money from County

under this Agreement before the termination of this Agreement under this

provision, Provider shall not be obligated to reimburse County for any such

amounts to the extent such money is owed by Provider to a third party.

Provided, however, Provider shall reimburse the County to the extent it can

do so if payment does not expose Provider or their respective agents to

claims or demands for money (including claims for indemnification)

brought by third parties that could reasonably result in a judgment in favor

of such party(ies) making such claims or demands.

C. The County may terminate this Agreement, but only after giving notice to

Provider of a ten business (10) day cure period, during which Provider fails

to correct the condition, if Provider:

1) Fails to file required reports or to substantially meet project progress

or completion deadlines;

2) Materially fails to comply with any provision of this Agreement;

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3) Expends funds under this Agreement for ineligible activities, services

or items; or

4) Fails to comply with written notice from the County of materially

substandard performance under the terms of this Agreement.

With respect to the provisions above in this Paragraph 9.C.: Such cure period

shall be extended by a reasonable amount of time to the extent Provider

reasonably requires more than ten business (10) days in which to cure the

condition about which County has complained. The County shall provide written

notice to Provider of any condition about which the County believes this provision

applies; and such written notice shall cite this paragraph 9.C. Provider’s receipt of

such written notice shall commence the timing of the cure period.

10. Other Provisions.

A. Advice of Counsel: Each party hereto had been provided full

opportunity for review of this agreement by legal counsel. Therefore, no

presumption or rule that any ambiguity be construed against the

drafting party shall apply to the interpretation or enforcement of the

Agreement.

B. Anti-Discrimination and Anti-Harassment Provider shall not unlawfully

discriminate against or harass any individual based on race, color,

religion, nationality, sex, sexual orientation, age or condition of

disability. Provider understands and agrees that it is bound by and will

comply with the anti-discrimination and anti-harassment mandates of all

Federal and State laws.

C. Compliance with Applicable Laws. Provider shall comply with any and

all Federal, State and local laws and resolutions affecting services

covered by this Agreement.

D. Provisions Required by Law or Contract Deemed Inserted. Each and

every provision of law and clause required by law or by contract to be

inserted in this Agreement shall be deemed to be inserted herein and

the Agreement shall be read and enforced as though it were included

herein, and if through mistake or otherwise any such provision is not

inserted, or is not correctly inserted, then upon the application of either

party the Agreement shall forthwith be physically amended to make

such insertion or correction.

E. Governing Law; Attorney’s Fees and Costs. This Agreement shall be

governed by the laws of the State of California. In any action or

proceeding to enforce the terms of this Agreement, the prevailing party

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shall be entitled to reasonable attorney's fees and costs incurred

thereby.

F. Notice. Any notice required or permitted to be given hereunder must be

in writing and may be given by personal delivery (including delivery by

nationally recognized overnight courier or express mailing service), or

by registered or certified mail, postage prepaid, return receipt requested,

addressed to the other party at the address(es) designated below. Either

party may, by written notice to the other, specify a different address for

notice purposes. Notice given in the foregoing manner shall be deemed

given (i) when actually received or refused by the party to whom sent if

delivered by a carrier or personally served or (ii) if mailed, on the day of

actual delivery or refusal as shown by the certified mail return receipt or

the expiration of five (5) business days after the day of mailing,

whichever first occurs:

If to the County:

County of Marin

Department of Health and Human Services

20 North San Pedro Road

San Rafael, CA 94903

Attention: Director of Health and Human Services

With a copy to:

County Administrator

County of Marin, Suite 325

3501 Civic Center Drive, San Rafael, CA 94903

With a copy to the following email addresses:

If to Provider:

Provider

c/o

address

With a copy to the following email addresses:

G. Amendments. This Agreement shall be amended only by a written

instrument executed by the parties hereto or their successors in title,

and duly recorded in the real property records of the County of Marin.

H. County shall not knowingly take any action that is reasonably likely to

cause Provider to be in violation of any terms(s) in the Lease. If County

takes such action, County shall promptly notify Provider in writing of

such action.

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IN WITNESS WHEREOF, the parties hereto have executed this contract.

COUNTY OF MARIN Provider, a California

_______________________ _____________________

Name, President Name

Board of Supervisors Title

"County" "Provider"

ATTEST:

__________________________

Deputy Clerk of the Board

APPROVED AS TO FORM:

____________________________

Jennifer Brady

Deputy County Counsel

920 Grand Avenue, San Rafael

Adult Transitional Residential Program

RFP-HHS-2020-24

Exhibit “B”

Site Plan of Building

920 Grand Avenue, San Rafael

Adult Transitional Residential Program

RFP-HHS-2020-24

Exhibit “C”

List of Furniture, Fixtures, and Equipment that is property of County