Final_Exhibit_B_and_Attachements_-_Leashold_Terms_-_ADR_DHL_TAM_-_8-20-2025.KB_KRAEMER.pdf

TBD Page 1 of 12 MA

EXHIBIT B

TO THE CONTRACT FOR PROVISION OF

[YALE OR KRAEMER SHELTER] OPERATOR SERVICES

BETWEEN

COUNTY OF ORANGE

AND

[SELECTED OPERATOR]

___________________ THROUGH ____________________

LEASEHOLD TERMS

A. DEFINITIONS (AMA 2.1 S).

The following words in this Exhibit B have the significance attached to them in this clause unless otherwise apparent from context:

1. Board of Supervisors means the Board of Supervisors of the County of Orange, a political subdivision of the State of California.

2. County Executive Officer means the County Executive Officer, County Executive Office, County of Orange, or designee, or upon written notice to CONTRACTOR, such other person or entity as shall be designated by the Board of Supervisors.

3. Director means the Director of the Office of Care Coordination, County of Orange, or designee, or upon written notice to CONTRACTOR, such other person or entity as may be designated by the County Executive Officer or Board of Supervisors.

4. Risk Manager means the Manager of County Executive Office, Risk Management, County of Orange, or upon written notice to CONTRACTOR, such entity as shall be designated by the County Executive Officer.

5. Contract means that certain agreement between the Parties for the Provision and Operation of the [Yale Navigation Center or Bridges at Kraemer Place], to which this is Exhibit B.

B. PREMISES (AMA 3.1 N)

During the Term of this Contract, County hereby leases the property located at [2229 South Yale Street, Santa Ana or 1000 N. Kraemer Place, Anaheim] to CONTRACTOR for the operation of the [Yale Navigation Center or Bridges at Kraemer Place] (hereinafter referred to as “Premises” described in Attachment 1 and shown on Attachment 2). The Premises also includes exclusive use of driveways for vehicle ingress and egress, pedestrian walkways, parking lot and other facilities and common areas appurtenant to the Premises.

TBD Page 2 of 12 MA

C. LIMITATION OF THE LEASEHOLD (AMA 5.1 S)

This Exhibit B and the rights and privileges granted CONTRACTOR in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in the Contract or in any document related hereto shall be construed to imply the conveyance to CONTRACTOR of rights in the Premises which exceed those owned by COUNTY, or any representation or warranty, either express or implied, relating to the nature or condition of the Premises or COUNTY’s interest therein. CONTRACTOR acknowledges that CONTRACTOR has conducted a complete and adequate investigation of the Premises and that CONTRACTOR has accepted the Premises in its “as is” condition, though such is not a waiver of any of COUNTY’s obligations set forth herein.

D. PARKING (N)

Throughout the Term of the Contract, CONTRACTOR shall have free, exclusive, and in-common use, twenty-four (24) hours per day, of parking spaces and access to Americans with Disability Act parking spaces in the parking lot located adjacent to the Premises.

E. USE (N)

CONTRACTOR’s use of the Premises shall be exclusively for providing those services set forth in the Contract that are appropriate at the Premises, including providing a year-round emergency shelter and navigation center services and general office purposes associated with the shelter operations pursuant to the Contract, and other ancillary uses as approved by the Director.

CONTRACTOR agrees not to use the Premises for any other purpose nor to engage in or permit any other activity within or from the Premises without the prior written approval of the Director.

Any use of the Premises in addition to those services authorized pursuant to the Contract shall be at the Director’s sole and absolute discretion. CONTRACTOR further agrees not to conduct or permit to be conducted any public or private nuisance in, on, or from the Premises, not to commit or permit to be committed any waste within the Premises, and to comply with all governmental laws and regulations in connection with the Premises.

NO ALCOHOLIC BEVERAGES SHALL BE SOLD OR CONSUMED WITHIN THE

PREMISES.

F. CONSTRUCTION AND/OR ALTERATION BY CONTRACTOR (AMD 2.1 S)

1. COUNTY’s Consent. No structures, improvements, or facilities shall be constructed, erected, altered, or made within the Premises without prior written consent of the Director.

Notwithstanding the foregoing, CONTRACTOR shall submit its initial space plan for Director’s approval prior to CONTRACTOR’s occupancy. Any conditions relating to the manner, method, design, and construction of said structures, improvements, or facilities fixed by the Director as a condition to granting such consent, shall be conditions hereof as though originally stated herein.

TBD Page 3 of 12 MA

2. Strict Compliance with Plans and Specifications. All improvements constructed by CONTRACTOR within the Premises shall be constructed in strict compliance with detailed plans and specifications approved by the Director, and in accordance with all applicable laws and regulations.

G. OWNERSHIP OF IMPROVEMENTS AND EQUIPMENT (AMD 6.2 N)

1. All improvements and facilities, exclusive of trade fixtures, constructed or placed within the Premises by CONTRACTOR must, upon completion, be free and clear of all liens, claims, or liability for labor or material and at COUNTY’s option shall become the property of COUNTY at the expiration of the Contract or upon earlier termination hereof. COUNTY retains the right to require CONTRACTOR, at CONTRACTOR’s cost, to remove any or all CONTRACTOR improvements located within, upon, under, or above the Premises at the expiration or termination hereof.

2. Any equipment placed within the Premises by CONTRACTOR or a CONTRACTOR subtenant, not wholly owned by CONTRACTOR or a CONTRACTOR subtenant shall not provide as a remedy for default in the Contract applicable to said equipment an option for a creditor or similar entity, to enter the Premises to remove said equipment. CONTRACTOR shall include in any sublease a requirement for any subtenant to comply with this clause.

H. UTILITIES AND REFUSE REMOVAL (AM 6.1 N)

CONTRACTOR shall be responsible for and pay all utility services supplied to the Premises, including but not limited to electricity, water, gas, sewer, internet, telephone and refuse removal services.

I. MAINTENANCE OBLIGATIONS OF CONTRACTOR (AM 6.3 N)

CONTRACTOR, at CONTRACTOR’s sole cost, agrees to maintain the Premises and all furnishings and equipment thereon, if applicable, and improvements constructed thereon in good order and repair (reasonable wear and tear excepted), with the exception of the items to be maintained by County as indicated in Attachment 3, Maintenance Matrix, and to keep said Premises in a neat, clean, orderly, safe, and sanitary condition, free of graffiti, to the satisfaction of Director, and in compliance with all applicable laws.

Director shall have the right at any time to enter upon and inspect the Premises for cleanliness and safety. If Director determines that CONTRACTOR has failed to maintain or make repairs or replacements as required herein, Director may so notify CONTRACTOR. Should CONTRACTOR fail to correct such failure within three (3) days following receipt of written notice from Director, Director may make the necessary correction or cause it to be made and the cost thereof, including but not limited to the cost of labor, materials, equipment, and an administrative fee equal to fifteen percent (15%) of the sum of such items, shall be paid by CONTRACTOR within ten (10) days of receipt of a statement of said cost from Director.

Notwithstanding the foregoing, in the case of an emergency, Director may cause a repair or correction to be made if CONTRACTOR fails to commence and diligently pursue to completion

TBD Page 4 of 12 MA such repair or correction within eight (8) hours following a telephone call from Director to CONTRACTOR regarding such emergency situation. The cost thereof, including but not limited to the cost of labor, materials, equipment, and an administrative fee equal to fifteen percent (15%) of the sum of such items, shall be paid by CONTRACTOR within ten (10) days following receipt of a statement of said cost from Director. Director may, at Director’s option, choose other remedies available herein, or by law.

Failure of CONTRACTOR to properly maintain the Premises and repair and maintain any improvements thereon, as required in this Exhibit B, shall constitute a breach of the terms of the Contract.

J. MAINTENANCE OBLIGATIONS OF COUNTY (N)

County shall be responsible for repair and maintenance of the items indicated as County’s responsibility on Attachment 3, Maintenance Matrix.

K. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS (AM 6.5 S)

In the event of damage to or destruction of COUNTY-constructed or installed improvements, equipment or fixtures located within the Premises or in the event COUNTY-installed improvements, equipment or fixtures located within the Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, COUNTY shall, within thirty (30) days, commence and diligently pursue to complete the repair, replacement, or reconstruction of improvements to the same size and floor area as they existed immediately prior to the event causing the damage or destruction, as necessary to permit full use and occupancy of the Premises for the purposes required by the Contract. Repair, replacement, or reconstruction of improvements within the Premises shall be accomplished in a manner and according to plans approved by the Director. With respect to damage or destruction to be repaired by COUNTY or which COUNTY elects to repair, CONTRACTOR waives and releases its rights under California Civil Code Sections 1932 (2) and 1933 (4). Notwithstanding anything to the contrary, if full repair cannot be made within ninety (90) days, CONTRACTOR shall have the right to terminate this Contract without liability.

L. ASSIGNING, SUBLETTING AND ENCUMBERING PROHIBITED (AM 7.3 N)

Any mortgage, pledge, hypothecation, encumbrance, transfer, sublease or assignment (hereinafter in this clause referred to collectively as “Encumbrance”) of CONTRACTOR’s interest in the Premises, or any part or portion thereof without COUNTY approval (which approval may be provided by COUNTY at its sole discretion) is prohibited. Any attempted Encumbrance, without COUNTY approval, by CONTRACTOR shall be null and void and shall confer no right, title, or interest in or to the Contract. Notwithstanding anything to the contrary, CONTRACTOR shall have the right to transfer the Contract to an affiliate, or to an entity with which it merges or sells substantially all of its assets, or as a result of a change in control subject to approval of the Director.

TBD Page 5 of 12 MA

M. HAZARDOUS MATERIALS (AMF 9.1 N)

1. Definition of Hazardous Materials. For purposes of this Exhibit B, the term “Hazardous Material” or “Hazardous Materials” shall mean any hazardous or toxic substance, material, product, byproduct, or waste which is or shall become regulated by any governmental entity, including, without limitation, the COUNTY acting in its governmental capacity, the State of California or the United States government.

2. Use of Hazardous Materials. CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors or invitees (collectively “CONTRACTOR Parties”) shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this clause shall include the subsurface soil and ground water). Notwithstanding the foregoing, CONTRACTOR may keep on or about the Premises small quantities of Hazardous Materials that are used in the ordinary, customary, and lawful cleaning and maintenance of and business operations on the Premises. Said permitted Hazardous Materials shall be stored in a safe location and shall be disposed of in a manner provided by law.

3. CONTRACTOR Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by CONTRACTOR or CONTRACTOR Parties results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination of any real or personal property wherever situated, CONTRACTOR, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination.

Without limiting any other rights or remedies of COUNTY under the Contract, CONTRACTOR shall pay the cost of any cleanup or remedial work performed on, under, or about the Premises as required by the Contract or by applicable laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by CONTRACTOR or CONTRACTOR Parties. Notwithstanding the foregoing, CONTRACTOR shall not take any remedial action in response to the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caused or permitted by CONTRACTOR or CONTRACTOR Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi-governmental entity without first obtaining the prior written consent of COUNTY. All work performed or caused to be performed by CONTRACTOR as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by COUNTY.

4. Indemnification for Hazardous Materials. To the fullest extent permitted by law, CONTRACTOR hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to COUNTY) COUNTY, its elected officials, officers, employees, agents, independent contractors, and the Premises from and against any and all liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises), judgments, fines, demands, claims, TBD Page 6 of 12 MA recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys’ fees, disbursements and court costs and all other professional or consultant’s expenses), whether foreseeable or unforeseeable, arising directly or indirectly out of the presence, use, generation, storage, treatment, on or off-site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises by CONTRACTOR or CONTRACTOR Parties. The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans.

N. BEST MANAGEMENT PRACTICES (AMF 9.2 N)

CONTRACTOR and all of CONTRACTOR’s, subtenant, agents, employees and contractors shall conduct operations under the Contract so as to assure that pollutants do not enter municipal storm drain systems which systems are comprised of, but are not limited to curbs and gutters that are part of the street systems (“Stormwater Drainage System”), and to ensure that pollutants do not directly impact “Receiving Waters” (as used herein, Receiving Waters include, but are not limited to, rivers, creeks, streams, estuaries, lakes, harbors, bays and oceans).

The Santa Ana and San Diego Regional Water Quality Control Boards have issued National Pollutant Discharge Elimination System (“NPDES”) permits (“Stormwater Permits”) to the County of Orange, and to the Orange County Flood Control District and cities within Orange County, as co-permittees (hereinafter collectively referred to as “COUNTY Parties”) which regulate the discharge of urban runoff from areas within the County of Orange, including the Premises leased under this Contract. The COUNTY Parties have enacted water quality ordinances that prohibit conditions and activities that may result in polluted runoff being discharged into the Stormwater Drainage System.

To assure compliance with the Stormwater Permits and water quality ordinances, the COUNTY Parties have developed a Drainage Area Management Plan (“DAMP”) which includes a Local Implementation Plan (LIP) for each jurisdiction that contains Best Management Practices (“BMPs”) that parties using properties within Orange County must adhere to. As used herein, a BMP is defined as a technique, measure, or structural control that is used for a given set of conditions to manage the quantity and improve the quality of stormwater runoff in a cost effective manner. These BMPs are found within the COUNTY’s LIP in the form of Model Maintenance Procedures and BMP Fact Sheets (the Model Maintenance Procedures and BMP Fact Sheets contained in the DAMP/LIP shall be referred to hereinafter collectively as “BMP Fact Sheets”) and contain pollution prevention and source control techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on stormwater runoff.

Notwithstanding anything to the contrary, the use under the Contract does not require BMP Fact Sheets.

TBD Page 7 of 12 MA

O. SIGNS (AMG 2.2 S)

CONTRACTOR agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon the Premises except as approved by the Director. Unapproved signs, banners, flags, etc. may be removed by the Director without prior notice to CONTRACTOR.

P. PERMITS AND LICENSES (AMG 3.2 S)

CONTRACTOR shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the operation of the Premises as set out herein. No permit, approval, or consent given hereunder by COUNTY, in its governmental capacity, shall affect or limit CONTRACTOR’s obligations hereunder, nor shall any approvals or consents given by COUNTY, as a Party to the Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations.

Q. UNLAWFUL USE (AMG 7.2 S)

CONTRACTOR agrees no improvements shall be erected, placed upon, operated, nor maintained within the Premises, nor any business conducted or carried on therein or therefrom, in violation of the terms of the Contract, or of any regulation, order of law, statute, bylaw, or ordinance of a governmental agency having jurisdiction.

R. INSPECTION (AMG 9.2 S)

COUNTY or its authorized representative shall have the right at all reasonable times to inspect the Premises to determine if the provisions of the Contract are being complied with.

S. GOVERNING LAW AND VENUE (9.16 S)

This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394.

T. TAXES AND ASSESSMENTS (AMG 11.2 S)

This Contract and the leasehold interest granted by this Exhibit B may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon CONTRACTOR’s fixtures, equipment, or other property installed or constructed thereon, shall be the full responsibility of CONTRACTOR, and CONTRACTOR shall cause said taxes and assessments to be paid promptly.

TBD Page 8 of 12 MA

U. WAIVER OF RIGHTS (AMG 15.2 S)

The failure of COUNTY or CONTRACTOR to insist upon strict performance of any of the terms, covenants, or conditions of the Contract shall not be deemed a waiver of any right or remedy that COUNTY or CONTRACTOR may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants, and conditions of the Contract thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition of the Contract. Any waiver, in order to be effective, must be signed by the Party whose right or remedy is being waived.

V. DEFAULT IN TERMS OF EXHIBIT B BY CONTRACTOR (AMG 16.2 S)

1. The occurrence of any one or more of the following events shall constitute a default hereunder by CONTRACTOR:

a. The legal abandonment or vacating of the Premises by CONTRACTOR;

b. The failure by CONTRACTOR to make any payment as and when due, where such failure shall continue for a period of six (6) calendar days after written notice thereof from COUNTY to CONTRACTOR;

c. The failure or inability by CONTRACTOR to observe or perform any of the provisions of the Contract to be observed or performed by CONTRACTOR, other than specified in (a) or (b) above, where such failure shall continue for a period of ten (10) calendar days after written notice thereof from COUNTY to CONTRACTOR; provided, however, that if the nature of such failure is such that it can be cured by CONTRACTOR, but that more than ten (10) calendar days are reasonably required for its cure (for any reason other than financial inability), then CONTRACTOR shall not be deemed to be in default if CONTRACTOR shall commence such cure within said ten (10) calendar days, and thereafter diligently prosecutes such cure to completion.

d. ( 1 ) The making by CONTRACTOR of any general assignment for the benefit of creditors; (2) the appointment of a trustee or receiver to take possession of substantially all of CONTRACTOR's assets located at the Premises or of CONTRACTOR's interest in the Contract, where such seizure is not discharged within thirty (30) days; or (3) CONTRACTOR's convening of a meeting of its creditors, or any class thereof, for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither the Contract nor any interests of CONTRACTOR in and to the Premises shall become an asset in any of such proceedings. In any such event, and in addition to any and all rights or remedies of COUNTY provided hereunder or by law, it shall be lawful for COUNTY to declare the term hereof ended, re-enter the Premises, take possession thereof and remove all persons therefrom, and CONTRACTOR and its creditors (other than COUNTY) shall have no further claim thereon or hereunder.

TBD Page 9 of 12 MA

e. An event of default of the Contact or termination of the Contract for any reason whatsoever, including expiration or termination for fault or convenience. In such an event, this Contract shall be terminated without the need for further notice from the COUNTY.

2. In the event of any default of the Contract beyond the applicable notice and cure period, if any, by CONTRACTOR, then, in addition to any other remedies available to COUNTY at law or in equity, COUNTY may exercise the following remedies:

a. COUNTY may terminate the Contract and all rights of CONTRACTOR hereunder by giving written notice of such termination to CONTRACTOR. In the event that COUNTY shall so elect to terminate the Contract, then COUNTY may recover from CONTRACTOR any amount which COUNTY may by law hereafter be permitted to recover from CONTRACTOR; or

b. Continue the Contract in effect without terminating CONTRACTOR's right to possession, even though CONTRACTOR has breached the Contract and abandoned the Premises, and enforce all of COUNTY's rights and remedies under the Contract, at law or in equity; provided, however, that COUNTY may at any time thereafter elect to terminate the Contract for such previous breach by notifying CONTRACTOR in writing that CONTRACTOR's right to possession of the Premises has been terminated.

3. Nothing in this Section shall be deemed to affect CONTRACTOR's indemnity of COUNTY's liability or liabilities based upon occurrences prior to the termination of the Contract for personal injuries or property damage under the indemnification clause or clauses contained in the Contract.

4. No delay or omission of either Party hereto to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by the other Party hereunder. The acceptance by COUNTY of any sum of money hereunder shall not be a waiver of any preceding breach or default by CONTRACTOR of any provision thereof, other than the failure of CONTRACTOR to pay the particular sum of money accepted, regardless of COUNTY's knowledge of such preceding breach or default at the time of acceptance of such sum of money, nor a waiver of COUNTY's right to exercise any remedy available to COUNTY by virtue of such breach or default. No act or thing done by COUNTY or COUNTY's agents during the Term of the Contract shall be deemed an acceptance of a surrender of the Premises and no agreement to accept a surrender shall be valid unless in writing and signed by COUNTY.

5. All covenants and agreements to be performed by CONTRACTOR under any of the terms of the Contract shall be performed by CONTRACTOR at CONTRACTOR's sole cost and expenses. If CONTRACTOR shall fail to pay any sum of money, or shall fail to perform any other act on its part to be performed hereunder, then in addition to any other remedies provided herein, COUNTY may, but shall not be obligated to do so, and without waiving or releasing CONTRACTOR from any obligations of CONTRACTOR, make any such payment or perform any such act on CONTRACTOR's part to be made or performed as provided in the Contract. Any payment or performance of any act by COUNTY on CONTRACTOR's behalf shall not give rise to any responsibility of COUNTY to continue making the same or similar payments or performing

TBD Page 10 of 12 MA the same or similar acts. All costs, expenses, and other sums incurred or paid by COUNTY in connection therewith, shall be paid by CONTRACTOR, and any default therein shall constitute a breach of the covenants and conditions of the Contract.

W. RESERVATIONS TO COUNTY (AMG 18.2 S)

Except as otherwise provided by the Contract, the Premises, improvements, fixtures, and/or equipment within the Premises are accepted as is and where is by CONTRACTOR subject to any and all existing easements and Encumbrances. COUNTY reserves the right to, acting reasonably and so as not to unreasonably interfere with CONTRACTOR’s use of the Premises, install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and telegraph power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across, and along the Premises or any part thereof, and to enter the Premises for any and all such purposes with notice to CONTRACTOR. COUNTY also reserves the right to grant franchises, easements, rights of way, and permits in, over, upon, through, across, and along any and all portions of the Premises. No right reserved by COUNTY in this clause shall be so exercised as to interfere unreasonably with CONTRACTOR's operations hereunder or to impair the security of any secured creditor of CONTRACTOR.

COUNTY agrees that rights granted to third parties by reason of this clause shall contain provisions that the Premises shall be restored as nearly as practicable to its original condition upon the completion of any construction. COUNTY further agrees that should the exercise of these rights temporarily interfere with the use of any or all of the Premises by CONTRACTOR, the rental shall be reduced in proportion to the interference with CONTRACTOR's use of the Premises.

X. HOLDING OVER (AMG 19.2 S)

In the event CONTRACTOR shall continue in possession of the Premises after the Term of the Contract, such possession shall not be considered a renewal of this Contract but a tenancy from month to month and shall be governed by the conditions and covenants contained in this Exhibit B.

Y. CONDITION OF PREMISES UPON TERMINATION (AMG 20.2 S)

Z. Except as otherwise agreed to herein, upon termination of the Contract, CONTRACTOR shall re- deliver possession of said Premises to COUNTY in substantially the same condition that existed immediately prior to CONTRACTOR’s entry thereon, reasonable wear and tear, flood, earthquakes, war, and any act of war, excepted. References to the "Termination of the Contract" in the Contract shall include termination by reason of the expiration of the Term of this Contract .DISPOSITION OF ABANDONED

PERSONAL PROPERTY (AMG 21.2 S)

If CONTRACTOR abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises fifteen (15)

TBD Page 11 of 12 MA calendar days after such event shall, at COUNTY's option, be deemed to have been transferred to COUNTY. COUNTY shall have the right to remove and to dispose of such property without liability therefor to CONTRACTOR or to any person claiming under CONTRACTOR, and shall have no need to account therefor.

AA. QUITCLAIM OF CONTRACTOR'S INTEREST UPON TERMINATION (AMG 22.2 S)

Upon termination of the Contract for any reason including, but not limited to, termination because of default by CONTRACTOR, CONTRACTOR shall execute, acknowledge, and deliver to COUNTY, within thirty (30) calendar days after receipt of written demand therefor, a good and sufficient deed whereby all right, title, and interest of CONTRACTOR in the Premises is quitclaimed to COUNTY. Should CONTRACTOR fail or refuse to deliver the required deed to COUNTY, COUNTY may prepare and record a notice reciting the failure of CONTRACTOR to execute, acknowledge, and deliver such deed and said notice shall be conclusive evidence of the termination of the Contract and of all rights of CONTRACTOR or those claiming under CONTRACTOR in and to the Premises.

AB. COUNTY'S RIGHT TO RE-ENTER (AMG 23.2 S)

CONTRACTOR agrees to yield and peaceably deliver possession of the Premises to COUNTY on the date of termination of the Contract, whatsoever the reason for such termination.

Upon giving written notice of termination to CONTRACTOR, COUNTY shall have the right to re-enter and take possession of the Premises on the date such termination becomes effective without further notice of any kind and without institution of summary or regular legal proceedings. Termination of the Contract and re-entry of the Premises by COUNTY shall in no way alter or diminish any obligation of CONTRACTOR under the lease terms contained in this Exhibit B and shall not constitute an acceptance or surrender. CONTRACTOR waives any and all right of redemption under any existing or future law or statute in the event of eviction from or dispossession of the Premises for any lawful reason or in the event COUNTY re-enters and takes possession of the Premises in a lawful manner.

AC. PUBLIC RECORDS (AMG 25.2 S)

Any and all written information submitted to and/or obtained by COUNTY from CONTRACTOR or any other person or entity having to do with or related to the Contract and/or the Premises, either pursuant to the Contractor otherwise, at the option of COUNTY, may be treated as a public record open to inspection by the public pursuant to the California Public Records Act (Government Code, section 6250, et. seq.) as now in force or hereafter amended, or any Act in substitution thereof, or otherwise made available to the public and CONTRACTOR hereby waives, for itself, its agents, employees, subtenants, and any person claiming by, through or under CONTRACTOR, any right or claim that any such information is not a public record or that the same is a trade secret or confidential information and hereby agrees to indemnify and hold COUNTY harmless from any and all claims, demands, liabilities, and/or obligations arising out of or resulting from a claim by CONTRACTOR or

TBD Page 12 of 12 MA any third party that such information is a trade secret, or confidential, or not subject to inspection by the public, including without limitation reasonable attorneys' fees and costs.

AD. INSPECTION OF PREMISES BY A CERTIFIED ACCESS SPECIALIST (S)

Pursuant to California Civil Code 1938, the CONTRACTOR hereby acknowledges that the Premises has not undergone inspection by a Certified Access Specialist.

TBD MA

ATTACHMENT ( )

DESCRIPTION OF PREMISES

That certain land, in the city of Anaheim, County of Orange, State of California, shown as parcels 7 and 8 on the map filed in book 59, page 27 of parcel maps, in the office of the county recorder of said county.

Containing 1.671 acres, more or less.

APN: 344-422-09

Address: 1000 N Kraemer Place, Anaheim, CA 92806

Commented [DL1]: Delete this page on Yale contract.

ATTACHMENT ( )

PREMISES

1000 North Kraemer Place, Anaheim, 92806 - Leasehold Premises

Commented [DL2]: Delete this page on Yale contract.

ATTACHMENT 3

MAINTENANCE MATRIX

ITEM # MAINTENANCE ITEM RESPONSIBLE

PARTY

COMMENTS

1 Furniture and Equipment (e.g. desks, beds, refrigerators, ice machines, microwaves, ovens, laundry machines, computers, monitors, water softener, etc.)

CONTRACTOR CONTRACTOR handles client misuse and normal wear and tear. Computers and monitors are COUNTY property but maintained by the CONTRACTOR.

2 Desk/Floor Lamps, Electrical Switches, Outlets, etc.

CONTRACTOR CONTRACTOR is responsible for maintenance, repair, and replacement (including bulb replacement) of lighting that is not permanently attached to the building such as desk lamps and floor lamps.

CONTRACTOR is responsible for maintenance, repair, and replacement of electrical/light switches and electrical outlets.

3 Advanced Building Lighting Fixtures, Bulbs, Ballasts, Lighting Controls

COUNTY COUNTY is responsible for maintenance, repair, and replacement (including bulb replacement) of lighting that is permanently attached to the building as well as associated fixtures, ballasts, and controls other than light switches.

4 Building Electrical Lines (inside walls), Power

COUNTY COUNTY is responsible for maintenance, repair, and

Distribution, Emergency Generator replacement of all electrical lines within the building walls, power distribution systems, and emergency generators.

5 Graffiti CONTRACTOR CONTRACTOR is responsible for the removal of graffiti throughout the Premises including on exterior walls and fences.

CONTRACTOR is permitted to paint over graffiti as long as it adheres to existing color schemes and environmental regulations.

6 Landscaping and Hardscaping

CONTRACTOR CONTRACTOR is responsible for monthly maintenance of the landscaping and hardscaping. The COUNTY will provide annual or bi-annual tree trimming at COUNTY'S discretion.

7 Walls and Ceilings CONTRACTOR CONTRACTOR is responsible for addressing damage to walls and ceilings. CONTRACTOR is responsible for taking measures to prevent willful damage or destruction to walls and ceilings.

8 Floors CONTRACTOR /

COUNTY

CONTRACTOR is responsible for addressing damage to flooring.

COUNTY will address damage if repairs cannot be made without risk to structural integrity of the building.

9 Fixtures (e.g., shower heads, shower benches, kitchen cabinets, sinks, toilets, all wall-mounted items, etc.)

CONTRACTOR/

COUNTY

CONTRACTOR handles maintenance, repair, and replacement of fixtures that can be performed without negatively impacting structural integrity of the building; otherwise, COUNTY will address upon request by CONTRACTOR and concurrence by

COUNTY.

10 Windows CONTRACTOR/

COUNTY

CONTRACTOR is responsible for regular upkeep, maintenance, and repair of the windows caused by CONTRACTOR'S or

CONTRACTOR'S

CLIENT'S willful damage, destruction, or neglect.

COUNTY will address responsibility upon request by CONTRACTOR and concurrence by COUNTY.

11 Janitorial/Custodial CONTRACTOR CONTRACTOR is responsible for all interior and exterior janitorial/custodial duties.

12 Plumbing CONTRACTOR /

COUNTY

CONTRACTOR is responsible for addressing common plumbing issues (e.g. clogs, leaks, broken water fixtures, etc.).

CONTRACTOR

responsible for addressing water remediation. The

COUNTY will address issues that require repair or replacement of pipes or equipment within the building walls or underground.

13 Security Systems CONTRACTOR CONTRACTOR is responsible for providing, maintaining, repairing, and replacing security alarm or security camera systems.

14 Fire Safety CONTRACTOR CONTRACTOR is responsible for keeping building exits clear, scheduling and logging annual fire inspections, and conducting fire drills.

CONTRACTOR is responsible for maintaining fire extinguishers.

15 Fire System, Fire Alarm Monitoring, Smoke Detectors

COUNTY COUNTY is responsible for maintaining, repairing, and replacing the building fire system, the fire alarm monitoring system, and the smoke detectors.

16.5 Gates, Doors and Locks CONTRACTOR /

COUNTY

CONTRACTOR is responsible for maintenance, repair and replacement of interior doors and locks as well as addressing damage to gates, exterior doors, and exterior locks caused by CONTRACTOR'S or

CONTRACTOR'S

CLIENT'S willful damage, destruction, or neglect.

COUNTY is responsible for repair and maintenance of the doors and locks to COUNTY secure access areas (e.g. electrical room, fire control room, elevator machine room, etc.).

COUNTY will address reasonable wear and tear on gates, exterior doors, and locks.

17 Elevators COUNTY COUNTY is responsible for maintaining and repairing elevators and associated systems.

18 Perimeter Fencing COUNTY COUNTY is responsible for addressing damage to fencing. CONTRACTOR is responsible for taking measures to prevent willful damage or destruction to fencing.

19 Gas Lines COUNTY COUNTY is responsible for maintaining and repairing gas lines and associated equipment.

20 HVAC System & Filters, Building Automation System

COUNTY COUNTY is responsible for maintaining and repairing the HVAC and building automation systems and associated equipment including replacement of filters.

21 Roof COUNTY COUNTY is responsible for maintenance, repair, and replacement of the roof.

22 Storm Drain COUNTY COUNTY is responsible for maintenance, repair, and replacement of the storm drains.

23 Above-Slab Grease Interceptor

CONTRACTOR CONTRACTOR is responsible for maintenance, repair, and replacement of the ABOVE-slab grease interceptor. CONTRACTOR is responsible for preventing grease from entering drains.

24 Below-Slab Grease Interceptor

COUNTY COUNTY is responsible for maintenance, repair, and replacement of the BELOW-slab grease interceptor.

CONTRACTOR is responsible for preventing grease from entering drains.