Revenue File No: 00205

LEASE AGREEMENT

APN 067-0010-089, 091, 092 & 100 (Portions)

Between: COUNTY OF SACRAMENTO

and

LESSEE

Effective: ______________, 20__

TABLE OF CONTENTS

ARTICLES

ARTICLE 1 PREMISES

ARTICLE 2 TERM

ARTICLE 3 RENT & OTHER CONSIDERATION

ARTICLE 4 USE OF PREMISES

ARTICLE 5 UTILITY AND SERVICE PAYMENTS

ARTICLE 6 MAINTENANCE

ARTICLE 7 HAZARDOUS SUBSTANCES

ARTICLE 8 INSURANCE & INDEMNIFICATION

ARTICLE 9 OTHER REQUIREMENTS

ARTICLE 10 GENERAL

SIGNATURE PAGE

EXHIBITS

EXHIBIT “A” PREMISES

1

LEASE AGREEMENT

10566 & 10594 PETER A McCUEN BLVD; 3587 BLECKLEY STREET; 10635,

10626, 10636, 10618, 10616, 10628, 10638, 10640, 10620 & 10630 SCHIRRA

AVENUE; 3649, 3560 & 3584 FEMOYER STREET, MATHER, CALIFORNIA

95655

THIS LEASE AGREEMENT (“Agreement”), dated as of this _____ day of __________,

20__, is made between the COUNTY OF SACRAMENTO, a political subdivision of the State of

California (“LESSOR” or “COUNTY”) and _______________, a ________________ (“LESSEE”),

with reference to the following facts:

RECITALS

A. COUNTY is the owner of that certain real property (the “Property”) located at 10566

& 10594 Peter A. McCuen Boulevard; 3587 Bleckley Street; 10635, 10626, 10636, 10618, 10616,

10628, 10638, 10640, 10620 & 10630 Schirra Avenue; 3649, 3560 & 3584 Femoyer Street, Mather,

California 95655, also known as Assessor’s Parcel Number’s (“APN’s”) 067-0010-089, 091, 092 &

100; and

B. The Premises (defined in Article 1 hereof) is part of the property conveyed by the

United States Air Force (“Air Force”) and the United States Health and Human Services to the

COUNTY, which was formerly part of Mather Air Force Base. The Property is subject to covenants,

conditions, restrictions and other limitations as set out in the “Economic Development Conveyance

Agreement,” as amended, between the Air Force and the COUNTY and the Quitclaim Deeds by

which the Air Force and Health and Human Services conveyed the Property to COUNTY

(collectively, “Air Force Conveyance Documents”), recorded in the Office of the County Recorder

for the County of Sacramento in Book 20130503 at Page 1295 and Book 20140106 at Page 0663; and

C. LESSEE expressly acknowledges that groundwater contamination is currently present

underneath or near the former Mather Air Force Base. The contaminated groundwater is due to the

presence of hazardous materials, including volatile organic compounds and ammonium perchlorate,

caused by persons or entities other than COUNTY, which is the subject of ongoing investigation and

monitoring. The United States Department of the Air Force is cleaning up a portion of the

groundwater contamination in the region under the supervision of the State of California Department

of Toxic Substances Control and the Central Valley Regional Water Quality Control Board and the

United States Environmental Protection Agency. In addition, the Boeing Company and Aerojet-

General Corporation are installing monitoring wells in the region pursuant to Cleanup and Abatement

Order No. 97-093 issued by the Regional Board to the Boeing Company and Aerojet General

Corporation to investigate the extent of ammonium perchlorate emanating from the Inactive Rancho

Cordova Test Site, east of the former Mather Air Force Base. LESSEE further expressly acknowledges that this groundwater contamination has forced the closure of water supply wells at the

former Mather Air Force Base, may threaten closure of more wells at the former Mather Air Force

Base and may restrict the COUNTY’s ability to install new or replacement water supply wells on or

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near the former Mather Air Force Base to supply the Premises and the former Mather Air Force Base

with potable water. The former Mather Air Force Base is located within the service area of Zone 41

of the Sacramento County Water Agency. Zone 41 of the Sacramento County Water Agency is

responsible for and committed to providing a long-term potable water supply to the former Mather

Air Force Base. Drinking water wells on the former Mather Air Force Base are tested for

contaminants as required by the State of California Department of Health Services and the California

Environmental Protection Agency. The most current information and reports regarding potable water

supply at the former Mather Air Force Base are available by contacting the Water Resources

Department of the County of Sacramento Public Works Agency at 10151 Florin Road, Sacramento,

CA 95829 Attn: Water Supply Sr. Engineer (916) 875-6947. The most current information and

reports regarding groundwater contamination at the former Mather Air Force Base are available by

contacting URS at 3411 Olson Street, McClellan, CA 95652 Attn: Bill Hues, (916) 997-1564; and

D. LESSEE is a _________________________ and operating, residing or with principal

place of business at _______________________; and

E. LESSEE desires to lease the Premises from COUNTY for transitional housing, job

training and employment program purposes on the terms hereinafter set forth; and

F. COUNTY is, therefore, willing to lease the Premises to LESSEE upon the promises,

terms, conditions and covenants set forth herein below.

AGREEMENT

NOW, THEREFORE, it is mutually agreed as follows:

INCORPORATION OF RECITALS. The foregoing recitals are true and correct and hereby

incorporated by reference.

ARTICLE 1

PREMISES

1.1 PREMISES. COUNTY does hereby lease to LESSEE and LESSEE does hereby lease from

COUNTY the following described property (hereinafter the “Premises”) 10566 & 10594 Peter

A McCuen Boulevard, 10635, 10626, 10636, 10618, 10616, 10628, 10638, 10640, 10620 &

10630 Schirra Avenue, 3587 Bleckley Street, 3649, 3560 & 3584 Femoyer Street, Mather,

California 95655, being portions of APN 067-0010-089, 091, 092 & 100, as more particularly

described in the attached Exhibit “A”.

1.1.1 Additionally, COUNTY hereby grants to LESSEE a non-exclusive, freely revocable license

for access of the landscaped and unimproved area surrounding 3611 Bleckley Street identified

as “Future Mather Veteran’s Village”. The Future Mather Veteran’s Village area is shown on

Exhibit “A-1”. The term of this license shall be concurrent with the term of the Agreement.

1.2 PRIORITY OF CONVEYANCE DOCUMENTS. This Agreement is subject to all terms,

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conditions and restrictions contained in the Air Force Conveyance Documents. Various

governmental agencies exercise jurisdiction over the Premises, and LESSEE shall comply

with their lawful requirements to the extent relating to LESSEE’s activities on the Property.

LESSEE acknowledges that it has received, reviewed, understands and agrees to comply with

all covenants, conditions, restrictions and other limitations as set forth in the Air Force

Conveyance Documents.

1.3 PREMISES SUBJECT TO LEASE AGREEMENT VA261-R-0983 BETWEEN THE

COUNTY OF SACRAMENTO AND UNITED STATES DEPARTMENT OF

VETERANS AFFAIRS. This Agreement is subject to all the provisions of that certain Lease

dated September 1, 2011, by and between the County of Sacramento and the Department of

Veterans Affairs (“VA”) for the purpose of vehicle and pedestrian use of 400 parking spaces

located throughout the Property. LESSEE acknowledges, understands and agrees not to

conflict with the VA’s use of the Property.

ARTICLE 2

TERM

2.1 TERM COMMENCEMENT. The term of this Agreement (the “Term”) shall commence on

the date of mutual execution of this Agreement (hereinafter the “Commencement Date”).

2.2 EXPIRATION. Unless sooner terminated as herein provided the Term shall expire and end

at 11:59 PM, local time on the last day of the calendar month which completes five (5) full

years from the Commencement Date (the “Expiration Date”).

2.3 OPTIONAL TERMS. LESSEE shall have the option to extend the Original Term of this

Agreement for three (3) separate and distinct periods of one (1) year, after the Original Term,

on the same terms and conditions as stated in this Agreement. The Optional Terms shall be

exercised by LESSEE giving written notice to COUNTY at least ninety (90) days prior to

expiration of the then current term.

2.4 EARLY TERMINATION. COUNTY shall have the right to terminate this Agreement

without cause by giving written notice of that intention and identifying the early termination

date to the LESSEE at least thirty (30) days prior thereto. The Director of the Office of

Economic Development and Marketing (“Director”) is authorized, on behalf of COUNTY, to

execute and deliver the written notice provided for herein.

2.5 EARLY TERMINATION UPON EXPIRATION OR TERMINATION OF SERVICE

AGREEMENT. In the event of expiration or early termination of the service agreement

between COUNTY and LESSEE entitled Agreement No. DHA\CS-VOA-25-14, dated the

October 1, 2013 and any subsequent renewals or amendments thereto, this Agreement shall

concurrently terminate.

2.6 HOLDOVER. In the event LESSEE remains in possession of the Premises after the

Expiration Date, then this Agreement shall remain in effect upon the same terms and

conditions as a month-to-month tenancy. Either party hereto may terminate the tenancy by

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giving a 30 day written notice. The Director is authorized, on behalf of COUNTY, to execute

and deliver the written notice provided for herein.

ARTICLE 3

CONSIDERATION

3.1 CONSIDERATION. It is mutually agreed that LESSEE shall have possession and use of the

Premises to operate and implement the Mather Community Campus (“MCC”) program in

exchange for paying the costs associated with operating the facilities and maintaining the

Premises. No rent shall be payable for this Agreement.

ARTICLE 4

USE OF PREMISES

4.1 USE OF PREMISES. The Premises shall be used only for MCC service purposes, including,

but not limited to, the administration of LESSEE’s Program. Said use includes, but is not

limited to, transitional housing, job training and employment programs that assist families and

individuals in gaining job skills and escaping homelessness. LESSEE shall make no other use

of the Premises without the prior written approval of COUNTY. LESSEE agrees that its use

shall not conflict with any provisions set forth herein. LESSEE shall provide services as

identified and more particularly described in Agreement No. DHA\CS-VOA-25-14, dated

October 1, 2013 and any subsequent renewals or amendments thereto, infra.

LESSEE shall not use the Premises or permit the Premises to be used in whole or in part for

any purpose or use that is in violation of any of the laws, ordinances, regulations, or rules of

any public authority at any time. LESSEE shall not allow use or occupancy of the Premises

by any person, other than LESSEE’s officers, agents, employees, contractors, vendors, clients,

or service related invitees.

4.2 GOOD NEIGHBOR POLICY.

A. LESSEE shall comply with COUNTY’s Good Neighbor Policy. LESSEE shall

establish good neighbor practices for its facilities that include, but are not limited to,

the following:

(1) Provision of parking adequate for the needs of its employees and service

population;

(2) Provision of adequate waiting and visiting areas;

(3) Provision of adequate restroom facilities located inside the facility;

(4) Implementation of litter control services;

(5) Removal of graffiti within seventy-two hours;

(6) Provision for control of loitering and management of crowds;

(7) Maintenance of facility grounds, including landscaping, in a manner that is

consistent with the neighborhood in which the facility is located;

(8) Participation in area crime prevention and nuisance abatement efforts; and

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(9) Undertake such other good neighbor practices as determined appropriate by

COUNTY, based on COUNTY’s individualized assessment of LESSEE’s

facility, services and actual impacts on the neighborhood in which such facility

is located.

B. LESSEE shall identify, either by sign or other method as approved by the Director, a

named representative who shall be responsible for responding to any complaints

relating to LESSEE’s compliance with the required good neighbor practices specified

in this Section. LESSEE shall post the name and telephone number of such contact

person on the outside of the facility, unless otherwise advised by Director.

C. LESSEE shall comply with all applicable public nuisance ordinances.

D. LESSEE shall establish an ongoing relationship with the surrounding businesses, law

enforcement and neighborhood groups and shall be an active member of the

neighborhood in which LESSEE’s site is located.

E. If COUNTY finds that LESSEE has failed to comply with the Good Neighbor Policy,

COUNTY shall notify LESSEE in writing that corrective action must be taken by

LESSEE within a specified time frame. If LESSEE fails to take such corrective action,

COUNTY shall take such actions as are necessary to implement the necessary

corrective action. COUNTY will charge any actual costs incurred by COUNTY when

implementing such corrective action to LESSEE under this Agreement.

F. LESSEE’s continued non-compliance with the Good Neighbor Policy shall be grounds

for termination of this Agreement and may also result in ineligibility for additional or

future contracts with COUNTY.

ARTICLE 5

UTILITY AND SERVICE PAYMENTS

5.1 GAS AND ELECTRICITY. LESSEE shall pay all gas and electricity utility charges for

heating, cooling, and lighting purposes and operation of all office equipment, including

computers, used on the Premises.

5.2 REMOVAL OF GARBAGE, WASTE AND RECYCLABLE MATERIALS. LESSEE shall furnish regular and adequate garbage, waste and recyclable material removal services.

5.3 SEWER AND WATER. LESSEE shall furnish, without additional charge, sewer and water

service to the Premises.

5.4 JANITORIAL SERVICE. LESSEE shall provide all necessary janitorial service.

5.5 PEST AND RODENT CONTROL. LESSEE shall provide all interior and exterior pest and

rodent control service.

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ARTICLE 6

MAINTENANCE

6.1 MAINTENANCE OF PREMISES. LESSEE shall maintain the Premises, including all

improvements, in as good condition as such property and improvements were at the beginning

of the tenancy, excepting ordinary wear and tear. LESSEE shall not construct any

improvements or make any alterations or changes to existing improvements on the Premises

without the prior written approval of COUNTY. LESSEE shall provide maintenance services

as identified and more particularly described in Agreement No. DHA\CS-VOA-25-14 dated

October 1, 2013 and any subsequent renewals or amendments thereto, infra.

6.2 LANDSCAPING. LESSEE shall maintain the surrounding landscaping areas.

6.3 CAPITAL CONSTRUCTION FUND. COUNTY shall establish a fund account for

payment of future one-time major repairs or improvements to the Premises (“Capital

Construction Fund”). The Capital Construction Fund revenues will be derived from Sublease

Agreement VA261-R-0983, dated September 1, 2011, between the COUNTY and Department

of Veterans Affairs (“VA Parking Sublease”). Revenues from the VA Parking Sublease shall

be deposited into the Capital Construction Fund less COUNTY costs for administrative

management. COUNTY costs shall include Economic Development administrative costs to

manage the Agreement and Premises. The Capital Construction Fund shall be limited to ONE

HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) per fiscal year.

In the event that a one-time major repair or improvement is needed, LESSEE shall advise

COUNTY of such repair or improvement and submit written estimate(s) for COUNTY

review. Repairs or improvements will be made, if any, in the sole discretion of COUNTY.

Upon COUNTY approval, LESSEE shall commence with repairs or improvements and pay

invoice upon completion. LESSEE shall submit a copy of paid invoice to COUNTY

requesting reimbursement. Upon receipt of paid invoice, COUNTY shall reimburse LESSEE

for such invoice.

In the event of expiration or early termination of the VA Parking Sublease, the Capital

Construction Fund revenues shall concurrently terminate. Any residual balance shall remain

for use until such time the funds are depleted.

ARTICLE 7

HAZARDOUS SUBSTANCES

7.1 REGULATORY COMPLIANCE. LESSEE shall not bring to, transport across, or dispose of

any hazardous substances on the Premises. For purposes of this Agreement, the term “hazardous

substances” is intended and understood to include petroleum or any petroleum product, asbestos,

any substance known by the State of California to cause cancer and/or reproductive toxicity,

and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any

applicable federal, state or local law or regulation.

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7.2 THIRD PARTY. The term "to the best of COUNTY's knowledge" does not mean that

COUNTY has conducted an investigation into matters outside of the immediate custody or

control of the COUNTY. With exception of groundwater contamination identified in Recital C

above, COUNTY represents, warrants and agrees: (i) that neither COUNTY nor, to COUNTY's

knowledge, any third party has used, generated, stored or disposed of, or permitted the use,

generation, storage or disposal of, any hazardous substances on, under, about or within the

Premises in violation of any law or regulation; and (ii) that COUNTY will not, and will not

permit any third party to use, generate, store or dispose of any hazardous substances on, under,

about or within the Premises in violation of any law or regulation.

ARTICLE 8

INSURANCE & INDEMNIFICATION 8.1. INSURANCE REQUIREMENTS.

A. The COUNTY agrees that it shall, during the full term of this lease and its own expense, keep

the leased Premises and any structural improvements on the leased Premises insured in

sufficient amounts against loss or damage by fire and other casualty commonly covered by

standard fire and all risk coverage insurance including flood coverage. Valuation shall be on a

replacement cost basis. The COUNTY does hereby release and waive on behalf of itself and

its insurer by subrogation or otherwise, all claims against LESSEE on account of any fire or

other casualty whether or not such fire or other casualty shall have resulted in whole or in part

from the negligence of LESSEE.

LESSEE agrees that it shall, during the full term of this lease and at its own expense, keep its

contents, non-structural improvements and personal property located on the leased Premises

fully insured against loss or damage by fire or other casualty, commonly covered by standard

fire and all risk coverage insurance including flood coverage. Valuation shall be on a

replacement cost basis. LESSEE does hereby release and waive on behalf of itself and its

insurer by subrogation or otherwise, all claims against COUNTY on account of any fire or

other casualty whether or not such fire or other casualty shall have resulted in whole or in part

from the negligence of COUNTY.

B. LESSEE shall maintain property damage and public liability insurance covering the leased

Premises. Liability insurance coverage shall be not less than One Million Dollars

($1,000,000) combined single limit per occurrence for injury or property damage. LESSEE

shall name COUNTY as an additional insured on LESSEE’s liability insurance policy and

such policy shall be endorsed to show that LESSEE’s liability insurance policy is primary.

LESSEE shall maintain shall maintain Commercial Automobile Liability coverage form

CA0001. Commercial Automobile Liability: Auto coverage symbol “1” (any auto) for

corporate/business owned vehicles. If there are no owned or leased vehicles, symbols 8 and 9

for non-owned and hired autos shall apply. Personal Lines automobile insurance shall apply

if vehicles are individually owned.

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Commercial Automobile Liability for Corporate/business owned including non-owned and

hired $1,000,000 Combined Single Limit. Personal Lines Automobile Liability for

Individually owned vehicles, $250,000 per person, $500,000 each accident, $100,000

property damage. (used by owner and owners employees in business).

C. LESSEE shall furnish a certificate substantiating the fact that LESSEE has taken out the

insurance herein set forth for the period covered by the Lease with an insurance carrier(s) with

an A.M. Best financial rating of not less than A-: VII and authorized to do business in the

State of California. LESSEE’s insurance policy required by this Agreement shall be endorsed

to state that coverage shall not be canceled except after thirty (30) days' written notice for

cancellation or sixty (60) days’ written notice for non-renewal has been given to the Director.

For non-payment of premium 10 days prior written notice of cancellation is required.

D. The certificate of insurance shall be filed with the Department of General Services, Real

Estate Division, not less than 10 says prior to the date of occupancy by the LESSEE.

E. COUNTY is self-insured for liability and shall furnish LESSEE a letter confirming this upon

request.

8.2 INDEMNIFICATION. LESSEE shall defend, indemnify and hold harmless COUNTY, its

Board of Supervisors, officers, directors, agents, employees and volunteers from and against

any and all demands, claims, actions, losses, liabilities, damages, and costs, including

reasonable attorneys' fees, sustained by any person or to any property in, on or about the

Premises arising out of or resulting from the performance of this agreement by LESSEE or

anyone directly employed by LESSEE, its officers, agents, invitees, guests, or tenants, except

and in proportion to the extent caused by the negligence of COUNTY, its officers, directors,

employees, agents or volunteers. This indemnification shall survive the termination or

expiration of the Agreement.

This indemnity shall not be limited by the types and amounts of insurance or self-insurance

maintained by the parties.

ARTICLE 9

OTHER REQUIREMENTS

9.1 ENVIRONMENTAL FINES AND PENALTIES. Notwithstanding the foregoing, LESSEE

shall assume responsibility for and payment of any fines or penalties levied on either the

COUNTY or LESSEE by any applicable local, state or federal authority (hereinafter

Authority) for breaches by LESSEE of the Authority’s environmental regulations. LESSEE

agrees to be solely liable for the payment of all fines and penalties resulting from LESSEE’s

breach of Authority’s environmental regulations, except and in proportion to the extent caused

by the negligence or willful misconduct of COUNTY.

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In addition, LESSEE understands and acknowledges that, during the course of the activities

allowed by the Agreement, the environmental regulations implemented or imposed by the

Authority on the COUNTY and LESSEE may change and LESSEE specifically agrees to

comply with any future applicable environmental regulations implemented or imposed by the

Authority on the COUNTY or LESSEE.

The provisions of this Paragraph shall survive the expiration or termination of this

Agreement.

9.2 COMPLIANCE WITH LAWS. In the prosecution of the work covered by this Agreement,

LESSEE shall comply with all applicable federal, state and local laws, regulations and

enactments affecting the work. In addition, LESSEE shall comply with all applicable local,

state and federal occupational safety and health acts and regulations. If any failure by

LESSEE to comply with any such laws, regulations, and enactments, shall result in any fine,

penalty, cost or charge being assessed, imposed or charged against COUNTY, LESSEE shall

reimburse and indemnify COUNTY for any such fine, penalty, cost or charge, including

without limitation attorney’s fees, court costs and expenses (excepting environmental fines

and penalties which shall be handled in accordance with Paragraph 9.1 above). LESSEE

further agrees in the event of any such action, upon notice thereof being provided by

COUNTY, to defend such action free of cost, charge or expense to COUNTY.

The provisions of this Paragraph shall survive the expiration or termination of this

Agreement.

ARTICLE 10

GENERAL

10.1 AS-IS LEASE. LESSEE acknowledges that, except as expressly contained in this

Agreement, neither COUNTY nor anyone acting for or on behalf of the COUNTY has made

any representation, warranty or promise to LESSEE concerning the physical aspects or

condition of the Premises; the feasibility or desirability of the Premises for any particular use;

the presence of any other physical aspect of the Premises; and that in entering into the

Agreement, LESSEE has not relied on any representation, statement or warranty of COUNTY

or anyone acting for or on behalf of COUNTY, other than as may be expressly contained in

this Agreement, and that all matters concerning the Premises shall be independently verified

by LESSEE and that LESSEE shall sublease the Premises on LESSEE’S own examination

thereof; and that if LESSEE elects to sublease the Premises, LESSEE is subleasing the

Premises in its “as is” condition and its “as is” state of repair as of the Commencement Date.

10.2 TAXES AND OTHER FEES. LESSEE shall, at LESSEE’s sole cost and expense, timely

pay any and all taxes, and permit, license, or registration fees, and any other charge or

assessment for which LESSEE is responsible, or which may be charged or assessed against

the LESSEE, the Premises, or any property of the LESSEE thereon, whether real or personal.

Under this Agreement a possessory interest subject to property taxation and special taxation

may be created. Pursuant to California Revenue and Taxation Code Section 107.6, and

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Chapter 2.5 (commencing with Section 53311), Part 1, Division 2, Title 5, of the Government

Code, notice is hereby given that such property interest may be subject to property taxation,

and special taxation if created, and that the party in whom the possessory interest is vested

may be subject to the payment of property or special taxes levied on such interest.

10.3 DAMAGE TO PREMISES. In the event of the following:

A. If the Premises are seventy-five (75) percent destroyed by fire or other casualty, then this

Agreement shall terminate.

B. If ten (10) percent or less of the floor space of the Premises is rendered unusable for the

purposes intended, because of fire or other casualty, COUNTY will restore the Premises

as quickly as reasonably possible.

C. In the event that destruction of the Premises renders more than ten (10) percent but less

than seventy-five (75) percent of the floor space unusable: Repairs will be made, if any,

in the sole discretion of COUNTY. COUNTY will make an assessment to either repair

the Premises or refrain from making the repairs. In the event, COUNTY deems

appropriate to repair, COUNTY will give notice to LESSEE as to the time required to

make the repairs. In the event, COUNTY elects not to make any repairs, COUNTY

reserves the right to terminate this Agreement.

10.4 FORCE MAJEURE. Neither COUNTY nor LESSEE shall be deemed to be in breach of

this Agreement, if either is prevented from performing any of its obligations herein by reason

of strike, terrorism, boycott, labor dispute, embargo, shortage of energy or materials, act of

God, act of a public enemy, act of a superior governmental authority, weather conditions,

rebellion, riot, sabotage, or any other circumstance for which it is not responsible, which is

not within its control and which cannot be modified or overcome by reasonable efforts of the

prevented party.

10.5 CONSEQUENTIAL LOSS. In no event shall either party be liable to the other party for any

indirect, special, consequential or punitive damages, including, but not limited to, loss of

business or loss of profits, use, or data, or any other consequential damages of any kind or

nature whatsoever, regardless of the form of action, which may arise from the performance,

nonperformance, default or other breach of this Agreement.

10.6 RISK OF HAZARDS. LESSEE shall not do anything on the Premises, nor bring or keep

anything thereon which will in any way increase the risk of fire or the rate of insurance, or

which shall conflict with the regulations of any fire district having jurisdiction.

10.7 COUNTY RESERVED RIGHTS.

A. Entry.

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(1) COUNTY reserves the right, without liability to LESSEE, to enter the

Premises for purposes of inspection, surveying and any use not substantially

interfering with LESSEE's use.

(2) COUNTY, its officers, agents, and employees shall have the right, without

limitation, throughout the term of this Agreement to enter upon the Premises

for any lawful purpose, including the purpose of determining whether LESSEE

is complying with its obligations hereunder. Such entry by COUNTY shall not

be deemed to excuse LESSEE's performance of any promise, term, condition,

or covenant required of it by this Agreement, and shall not be deemed to

constitute waiver thereof by COUNTY.

B. Reassignment.

COUNTY reserves the right, at any time during the term of this Agreement, to

demand and receive reassignment from LESSEE of all, or any portion of, said

Premises for any purposes other than that authorized by this Agreement. Any such

demand by COUNTY for reassignment shall be made in writing. LESSEE hereby

agrees that COUNTY’s decision in the matter shall be conclusive and further agrees to

make such reassignment when so requested. If any portion of said Premises is

reassigned to COUNTY as provided herein, the parties hereto agree that the terms of

this Agreement shall remain in full force and effect with regard to the Premises not

reassigned. If all of said Premises are reassigned to COUNTY and no area is available

for LESSEE operations, COUNTY may terminate this Agreement by giving written

notice to LESSEE.

10.8 ACCESS AND USE RIGHTS.

A. LESSEE shall have the right to use all exterior and interior areas of the Premises as

same are identified and shown on Exhibit "A" attached hereto and made a part hereof,

along with, but not limited to, common areas such as the surrounding landscaping,

conference rooms, lobby, stairways, and restrooms.

B. In the event of a reduction in LESSEE'S rights under Paragraph 10.3 above, and the

reduction, in LESSEE'S opinion, renders the Premises unsuitable for LESSEE'S

operations, and COUNTY does not furnish equivalent access and use rights within

thirty (30) days of said reduction, LESSEE may terminate this Agreement by giving

ninety (90) days written notice to COUNTY.

10.9 ALTERATIONS BY LESSEE. With prior written approval of COUNTY, LESSEE may

make alterations to the Premises necessary for the accommodation of LESSEE'S uses. If the

alterations require a building permit, LESSEE will provide a copy of the permit to COUNTY

prior to beginning the alterations, and will provide a copy of the building inspector’s approval

of the work within 7 days of final inspection.

10.10 WRITTEN COMMUNICATIONS AND NOTICE

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A. Any notice, demand, request, consent, approval, or communication that either party

desires or is required to give to the other party pursuant to this Agreement shall be in

writing and either served personally, sent by fax, as evidenced by a fax transmittal, or

sent by prepaid, first class, certified mail. Such matters shall be addressed to the other

party at the following address:

To COUNTY at: To LESSEE at:

County of Sacramento

Office of Economic Development

& Marketing

700 H Street, Suite 6750

Sacramento, CA 95814

Attn: Clark Whitten

(916) 874-2555

With a copy to:

County of Sacramento

Real Estate Division

Asset Management Section

3711 Branch Center Road

Sacramento, CA 95827

Phone: (916) 876-6200

or such other address as a party may designate to the other by notice. Such notice shall

be deemed effective five (5) days after transmittal as herein provided.

10.11 REMOVAL OF PERSONAL PROPERTY UPON TERMINATION OR EXPIRATION. Upon COUNTY’s request, LESSEE shall, within ninety (90) days of termination or

expiration of this Agreement, remove the LESSEE personal property from the Premises, and

shall restore the Premises to its original condition, reasonable wear and tear excepted. Such

removal and repair shall be performed by LESSEE at its sole cost and expense. In the event

that the Premises or any portion thereof are damaged by LESSEE, such damage shall be

repaired immediately by LESSEE at its sole cost and expense. LESSEE shall be afforded

reasonable access to the Premises to complete these tasks.

10.12 ABANDONED PROPERTY. Any LESSEE personal property not removed within ninety

(90) days of termination or expiration of this Agreement shall be deemed abandoned property

and shall thereupon become the property of COUNTY to be used or disposed of by COUNTY

without compensation to LESSEE. If COUNTY disposes of property abandoned by LESSEE

within one hundred twenty (120) days after being abandoned by LESSEE, LESSEE shall

compensate COUNTY for the actual costs incurred in disposing of any such abandoned

property to the extent disposal costs exceed the amount realized through their disposal,

provided such compensation shall not exceed $25,000.

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10.13 ASSIGNMENT AND SUBLETTING. LESSEE shall not have the right to sublet its lease,

or any of its rights under this Agreement, in whole or in part, nor have the right to assign this

lease, in whole or in part, without the prior written consent of the COUNTY, which may be

withheld for any reason. Subletting specifically includes, without limitation, the subleasing,

licensing, or granting of other rights to use all or any portion of the Premises.

10.14 INDEPENDENT CONTRACTOR. LESSEE is not an employee or agent of COUNTY by

reason of this lease, or otherwise. LESSEE is an independent contractor, and as between

COUNTY and LESSEE, LESSEE shall be solely responsible for its acts and omissions

arising from or relating to its operations or activities.

10.15 PARTIAL INVALIDITY. If any term or provision of this Agreement or the application

thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, or is

found to be prohibited by law, the remainder of this Agreement, or the application of such

term or provision to persons or circumstances other than those as to which it is held invalid or

unenforceable or prohibited, shall not be affected thereby, and each such term and provision

of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

10.16 SUPERSEDES. This Agreement supersedes and cancels any and all oral negotiations or

previously executed agreements between the parties hereto pertaining to the herein described

Premises, excepting service agreement.

10.17 AMENDMENT AND WAIVERS. This Agreement constitutes the entire understanding of

the parties thereto and shall not be altered or amended except by a supplementary agreement

in writing and signed by both parties. The failure of either COUNTY or LESSEE to exercise

the rights granted hereunder shall not constitute a waiver of the same either at the time or

upon a later recurrence.

10.18 SUCCESSORS IN INTEREST. This Agreement shall be binding upon and inure to the

benefit of the successors-in-interest of the parties hereto.

10.19 RIGHT AND REMEDY. No delay or omission in the exercise of any right or remedy of

either party on any default of the other party shall impair such a right or remedy or be

construed as a waiver of such default. Any waiver by either party of any default of the other

party shall be in writing and shall not be a waiver of any other default concerning the same or

any other provision of this Agreement.

10.20 ATTORNEY’S FEES AND COSTS. Any party may bring a suit or proceeding to enforce or

require performance of the terms of this Agreement, and each party in that suit or proceeding

shall be responsible for its own attorney’s fees and costs.

10.21 GOVERNING LAW. This Agreement shall be governed by the laws of the State of

California.

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10.22 TIME OF ESSENCE. Time is of the essence of this Agreement and the obligations of the

parties to perform hereunder.

10.23 NOTICE OF CLAIMS AND SUIT. COUNTY and LESSEE shall each give the other

prompt and timely written notice of any personal injury or other accident claim for in excess

of ONE THOUSAND AND NO/100ths DOLLARS ($1,000.00), and of any lawsuit coming

to its knowledge when either such claim or lawsuit arises out of or is in any way connected

with the Premises or the operations of LESSEE hereunder, which in any way, directly,

indirectly, contingently or otherwise, might reasonably affect the parties' relationship under

this Agreement.

Such notice shall be deemed prompt and timely if given within thirty (30) calendar days

following the date of receipt of such claim by an officer, agent, or employee of either party,

and if given within ten (10) calendar days following the date of service of process upon either

party with respect to any such lawsuit.

10.24 NO LIENS. LESSEE shall maintain the Premises free and clear from any and all liens,

claims, and demands for work performed, materials furnished, or operations conducted on or

at the Premises, except as otherwise expressly provided in this Agreement.

10.25 CONSTRUCTION OF AGREEMENT. Headings at the beginning of each paragraph and

subparagraph are solely for the convenience of the parties and are not a part of the Agreement.

Whenever required by the context of this Agreement, the singular shall include the plural and

the masculine shall include the feminine and vice versa. It is agreed and acknowledged by the

parties hereto that the provisions of this Agreement have been arrived at through negotiations,

and that each of the parties has had a full and fair opportunity to revise the provisions of this

Agreement and the normal rule of construction that any ambiguities are to be resolved against

the drafting party shall not apply in construing or interpreting this Agreement. All exhibits

referred to in this Agreement are attached and incorporated by this reference.

10.26 RECORDATION OF AGREEMENT. This Agreement shall not be recorded.

10.27 CONDEMNATION. In the event of a condemnation of the Premises or of any other rights

of LESSEE hereunder, each of the parties hereto shall have and retain their separate and

independent rights for loss, costs, and damages against the condemning authority. Should

more than ten (10) percent of the building on the Premises, or of any other rights be taken so

as to render the remaining Premises or rights impractical for use of LESSEE, and COUNTY

does not, within a reasonable time, reconfigure the remaining property so that the usability of

the Premises and other rights shall be substantially the same, LESSEE may terminate the

Agreement by giving COUNTY thirty (30) days notice.

10.28 NATURE OF TENANCY. LESSEE is not eligible for relocation payment or assistance as a

consequence of this tenancy. No relocation payment or assistance will be made to LESSEE

by COUNTY upon termination of tenancy.

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10.29 AUTHORITY FOR AGREEMENT. LESSEE warrants and represents that LESSEE has

the right, power, and legal capacity to enter into and perform its obligations under this

Agreement, and no additional approvals or consents of any person or entity are necessary in

connection therewith. The execution, delivery, and performance of this Agreement by the

undersigned LESSEE has been duly authorized by all necessary corporate or other applicable

action, and this Agreement constitutes a legal, valid, and binding obligation of LESSEE,

enforceable in accordance with its terms.

10.30 AUTHORITY OF DIRECTOR. The Director shall administer this agreement on behalf of

COUNTY. Unless otherwise provided herein or required by applicable law, the Director shall

be vested with all rights, powers, and duties of COUNTY hereunder. With respect to matters

hereunder subject to the approval, satisfaction, or discretion of COUNTY or the Director, the

decision of the Director in such matters shall be final.

10.31 ENTIRE AGREEMENT. This Agreement, together with all exhibits attached hereto,

constitutes the entire agreement between the parties hereto, and all other representations or

statements heretofore made, verbal or written, are merged herein. This Agreement may be

amended only by written instrument duly executed by the parties hereto.

10.32 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each

of which will be deemed an original, but all of which when taken together will constitute one

and the same instrument. The signature page of any counterpart may be detached therefrom

without impairing the legal effect of the signature(s) thereon, provided such signature page is

attached to any other counterpart identical thereto except having additional signature pages

executed by other parties to this Agreement attached thereto.

10.33 STATEMENT REGARDING A CERTIFIED ACCESS SPECIALIST - Pursuant to California

Civil Code §1938, the COUNTY states that the leased Premises:

Have not undergone an inspection by a Certified Access Specialist (CASp).

Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that

the leased premises met all applicable construction-related accessibility standards pursuant to

California Civil Code §55.51 et seq.

Have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that

the leased premises did not meet all applicable construction-related accessibility standards

pursuant to California Civil Code §55.51 et seq.

Remainder of page intentionally left blank.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day of the year first

written above.

LESSOR:

COUNTY OF SACRAMENTO, a

political subdivision of the State of

California

LESSEE:

Date: __________________________

By: ____________________________

Troy Givans, Director

Office of Economic Development

& Marketing

Under delegated authority by

Resolution No. : __________________

Dated: __________________________

Date:________________________

By:__________________________

REVIEWED AND APPROVED BY

COUNTY COUNSEL:

By: ____________________________

William Burke

Deputy County Counsel

EXHIBIT “A-1”

Premises – APN’s 067-0010-089, 91, 92 & 100 (Portions)

County-Owned Property

Mather Community Campus

APN’s 067-0010-089, 091, 092 & 100

Future Mather

Veteran’s Village Area

EXHIBIT “A-2”

Premises – APN’s 067-0010-089, 091, 092 & 100 (Portions)