Model_Real_Estate_License_Agreement.pdf

Standard Revenue License (RF)

Project Number___ 15405 Lansdowne

Tustin, CA 92782

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“License”) is made and entered into on , 2025 (“Effective Date”), by and between the _____________, (hereinafter referred to as “Licensee”) and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as “County” or “Licensor”), without regard to number and gender. County and Licensee may sometimes hereinafter be referred to individually as “Party” or jointly as “Parties.”

R E C I T A L S

I. County and Licensee intend to enter into a Services Agreement on ________ (“Service Agreement”) for Licensee to provide short-term specialized healthcare services (“Services”) for clients of the Orange County Social Services Agency (“SSA”) in the residential home within the Property (as this term is defined below).

II. The Services provided by Licensee through the Service Agreement and this License will allow the Services to be conveniently located within residential space at County’s SSA Transitional Residential Home located at 15405 Lansdowne Road in the City of Tustin (“SSA Residential Home”).

III. Pursuant to a Quitclaim Deed recorded on May 11, 2006, as Instrument No. 2006000318576 in the Official Records of Orange County, California (“Quitclaim Deed”), County is the owner of that certain real property located at 15405 Lansdowne Road, Buildings C and D in the City of Tustin, State of California (“Property”), which is used as a residential home facility by SSA for the purpose of providing Short Term Residential Therapeutic Program (STRTP).

IV. The Quitclaim Deed restricts the use of the Property for healthcare purposes.

V. Licensee has agreed to provide High Needs Youth Residential Home Services in the residential homes within the Property and County agrees to provide sufficient space for Licensee’s Services, which use is consistent with the Quitclaim Deed.

1. DEFINITIONS (SRLic-1.0 S)

The following words in this License shall have the significance attached to them in this Clause 1 (DEFINITIONS), unless otherwise apparent from context:

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

“CEO/Office of Risk Management” means the Risk Manager, County Executive Office, Risk Management, County of Orange, or designee, or upon written notice to Licensee, such other person or entity as shall be designated by the County Executive Officer or the Board of Supervisors.

SAMPLE

“Chief Real Estate Officer” means the Chief Real Estate Officer, County Executive Office, Real Estate Section, County of Orange, or upon written notice to Licensee, such other person as shall be designated by the County Executive Officer.

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

“Social Services Agency or SSA” means the Social Services Agency, County of Orange, or designee, or upon written notice to Licensee, such other person or entity as shall be designated by the County Executive Officer or the Board of Supervisors.

“SSA/Facilities Services Manager” means the Manager, Social Services Agency/Facilities Services, County of Orange, or designee, or upon written notice to Licensee, such other person or entity as shall be designated by the Director of the Social Services Agency.

“U.S. Department of Health and Human Services” means the U.S. Department of Health and Human Services, or designee, or upon written notice to Licensee, such other person or entity as shall be designated by the U.S. Department of Health and Human Services.

2. LICENSE AREA (SRLic-1.1 S)

County grants to Licensee the right to use a portion of the Property, as described in Exhibit A and as shown on Exhibit B, which exhibits are attached hereto and by reference made a part hereof (hereinafter referred to as the “License Area”), together with non-exclusive, in common use of elevators, stairways, washrooms, hallways, driveways for vehicle ingress and egress, pedestrian walkways, other facilities and common areas appurtenant to the License Area. This right also includes reasonable and non-exclusive right to access the

License Area.

3. USE (SRLic-1.2 S)

County acquired the Property through a Quitclaim Deed dated May 11, 2006 (“Quitclaim Deed”) from the United States Department of Health and Human Services. Licensee's use of the License Area shall be restricted to High Needs Youth Residential Home Services within the License Area, which use is consistent with the Quitclaim Deed, which is attached hereto and by this reference made a part hereof as Exhibit D.

Additionally, no pets are authorized within the License Area except for service animals.

Licensee agrees not to use the License Area for any other purpose nor to engage in or permit any other activity within or from the License Area. Licensee further agrees not to conduct or permit to be conducted any public or private nuisance in, on, or from the License Area, not to commit or permit to be committed waste on the License Area, and to comply with all governmental laws and regulations in connection with its use of the License Area.

NO ALCOHOL, TOBACCO, OR MARIJUANA PRODUCTS SHALL BE SOLD FROM OR CONSUMED

WITHIN THE LICENSE AREA. DRINKING ALCOHOLIC BEVERAGES AND SMOKING OF ANY

KIND IS PROHIBITED INSIDE ANY BUILDING WITHIN THE LICENSE AREA.

4. COUNTY’S USE RESERVATIONS AND RIGHT OF ENTRY (1.3 S)

County reserves the right from time to time, without unreasonable interference, to access and use the License Area for County use as well as to confirm that Licensee is using the License Area consistent with those uses articulated in Clause 3 (USE). Licensee shall cooperate with County during County’s access and use of the License Area. County shall make best efforts to notify Licensee prior to accessing and using the License Area.

5. PARKING (SRLic-1.4 S)

County shall provide ________ parking spaces for Licensee’s free and non-exclusive use. The location and any rules or instructions for use of these parking spaces shall be determined by the County.

6. TERM (SRLic-1.6 S)

This License shall commence on ___________ and shall continue in effect until ____________, (“Term”) unless otherwise terminated in accordance with Clause 7 (TERMINATION) of this License.

7. TERMINATION (SRLic-1.7 N)

This License shall be revocable by either County or Licensee at any time; however, as a courtesy the terminating Party will attempt to give thirty (30) days written notice to the other Party prior to the termination date, however, in the event that the Service Contract between the Parties terminates, this License shall also immediately terminate concurrently therewith, without any notice.

8. LICENSE FEE (SRLic-1.8 N)

Licensee agrees to pay County the sum of Ten Thousand Eight Hundred Forty-Eight Dollars and 92/100 ($10,848.92) per month as a fee for the use of the License Area (“License Fee”). Said License Fee shall be payable in advance, without prior notice or demand, on the tenth (10th) day of each calendar month while this License is in effect, without deduction or offset, in lawful money of the United States.

County agrees that if during any month both of the following conditions occur (collectively, “Acceptable

Vacancy”), evidenced in advance and acceptable to County:

a. Licensee’s client occupancy in a building is below ninety percent (90%) based on total bed days;

and

b. Licensee has not rejected any placement referrals nor delayed placements from entering the program, the License Fee for the following month(s) only shall be reduced based on the number of beds in the License Area experiencing an Acceptable Vacancy according to the following schedule:

Below 90% of Acceptable Vacancy

License Fee Reduction

Total Monthly License Fee

Building 1 $ 922.16 $9,926.76

Building 2 $1,844.32 (17%) $9,004.60

Below 80% of Acceptable Vacancy

License Fee Reduction

Total Monthly License Fee

Building 1 $ 1,844.32 $9,004.60

Building 2 $3,688.63 (34%) $7,160.29

When any period of Acceptable Vacancy ends, the monthly License Fee reduction for the following month will also end.

Licensee will not be required to pay any processing fee or security deposit.

In the event the obligation to pay the License Fee begins or terminates on some day other than the first day or last day of the month, the License Fee shall be prorated to reflect the actual period of use based on a thirty

(30) day month.

9. PAYMENT PROCEDURE (SRLic-1.8 S)

All payments shall be delivered to the County of Orange, Office of the Treasurer-Tax Collector, Revenue Recovery/Accounts Receivable Unit, P. O. Box 567 (1770 N. Broadway), Santa Ana, California 92702. The designated place of payment may be changed at any time by County upon ten (10) days written notice to Licensee. Payments may be made by check payable to the County of Orange. License Fee payment shall include a payment voucher indicating that the payment is for the monthly License Fee for operation of the Residential Home for services related to the High Needs Youth Residential Home Services (Buildings C & D) at the Tustin Family Campus in Tustin, California. A duplicate copy of the payment voucher shall be mailed to the County of Orange, Social Services Agency, 500 North State College Boulevard, Suite 100, Orange, California, 92868, Attention: Facilities Services Manager. Licensee assumes all risk of loss if payments are made by mail.

No payment by Licensee or receipt by County of a lesser amount than the payment due shall be deemed to be other than on account of the payment due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as payment be deemed an accord and satisfaction, and County shall accept such check or payment without prejudice to County's right to recover the balance of said payment or pursue any other remedy in this License. Nor shall County’s acceptance of a lesser amount due or delay in pursuing full payment act as a legal bar against County’s recovery of any amount due under this License.

All sums due under this License shall be paid in lawful money of the United States of America, without offset or deduction or prior notice or demand.

10. CHARGE FOR LATE PAYMENT (SRLic-1.9 S)

Licensee hereby acknowledges that late payment of sums due hereunder will cause County to incur costs not contemplated by this License, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative processing of delinquent notices, increased accounting costs, etc.

Accordingly, if any payment pursuant to this License is not received by County by the due date, a late charge of 1.5% of the payment due and unpaid plus one hundred dollars ($100.00) shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of 1.5% of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid.

Licensee and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Licensee's late payment.

Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Licensee's default with respect to such overdue payment, nor act as a legal bar or otherwise prevent County from exercising any of the other rights and remedies granted hereunder.

11. UTILITIES, JANITORIAL, MAINTENANCE AND REPAIR (N)

County shall be responsible for all charges for the following utilities: water, gas, electricity, and sewer.

County shall be responsible for all maintenance and repairs (including but not limited to: fire alarm, fire extinguisher, HVAC system, elevator maintenance, landscaping, pest control, and trash). Licensee shall be responsible for telephone service, cable service, internet service, and janitorial service for the License Area.

12. CONSTRUCTION AND/OR ALTERATION BY LICENSEE (SRLic-2.4 S)

County’s Consent. No structures, improvements, or facilities shall be constructed, erected, altered, or made within the License Area without prior written consent of SSA/Facilities Services Manager. Any conditions relating to the manner, method, design, and construction of said structures, improvements, or facilities fixed by the SSA/Facilities Services Manager as a condition to granting such consent, shall be conditions hereof as though originally stated herein. Licensee may, at any time and at its sole expense, install and place business fixtures and equipment within any building constructed by Licensee.

Strict Compliance with Plans and Specifications. All improvements constructed by Licensee within the License Area shall be constructed in strict compliance with detailed plans and specifications approved by County and to the extent applicable, in compliance with the requirements of California Public Contract Code Section 22000 et seq., and Labor Code Sections 3179-3267, which require those improvements to be constructed as if such improvements had been constructed under the direction and supervision, or under the authority, of County.

13. OWNERSHIP OF IMPROVEMENTS (SRLic-2.5 S)

All improvements, exclusive of trade fixtures, constructed or placed within the License Area by Licensee (“Licensee Improvements”) must, upon completion, be free and clear all liens, claims, or liability for labor or material and at County’s option shall be the property of County’s at the termination of this License. County retains the right to require Licensee, at Licensee’s cost, to remove all of Licensee’s Improvements located on the License Area at the expiration or termination hereof. In the event that Licensee fails to remove said Licensee Improvements within fifteen (15) days following receipt of written notice from County to do so, such Licensee Improvements will be deemed abandoned and Licensee shall lose all right, title and interest in and thereto, and County may elect (i) at Licensee’s cost, to remove, demolish, or otherwise dispose of some or all of such items or (ii) sell or make use of any or all such items.

14. MECHANICS LIENS OR STOP NOTICES (SRLIC-2.6 S)

Licensee shall at all times indemnify, defend with counsel approved in writing by County and save County harmless from all claims, losses, demands, damages, cost, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the License Area, and from the cost of defending against such claims, including attorney fees and costs.

In the event a lien or stop notice is imposed upon the License Area as a result of such construction, repair, alteration, or installation, Licensee shall either:

A. Record a valid Release of Lien, or B. Procure and record a bond in accordance with Section 3143 of the Civil Code, which frees the

License Area from the claim of the lien or stop notice and from any action brought to foreclose the lien.

Should Licensee fail to accomplish either of the two optional actions above within fifteen (15) days after the filing of such a lien or stop notice, the License shall be in default and shall be subject to immediate termination.

15. OPERATIONAL REQUIREMENTS OF LICENSEE (SRLic-2.7 S)

Licensee shall, to the satisfaction of County, keep and maintain the License Area and all improvements of any kind in good condition and in substantial repair, normal wear and tear excepted. It shall be Licensee's responsibility to take all steps necessary or appropriate to maintain such standard of condition and repair.

Licensee expressly agrees to maintain the License Area in a safe, clean, wholesome, and sanitary condition, to the complete satisfaction of County and in compliance with all applicable laws. Licensee further agrees to provide approved containers for trash and garbage and to keep the License Area free and clear of rubbish and litter. County shall have the right to enter upon and inspect the License Area at any time to verify conformity with any terms and conditions of this License including cleanliness and safety.

Licensee shall designate in writing to County an on-site representative who shall be responsible for the day to day operation and level of maintenance, cleanliness, and general order.

If Licensee fails to maintain or make repairs or replacements as required herein, County may notify Licensee in writing of said failure. Should Licensee fail to correct the situation within three (3) business days thereafter, County may make or cause to be made the necessary correction, and the cost thereof, including, but not limited to, the cost of labor, materials, and equipment and administration, shall be paid by Licensee within ten (10) days of receipt of a statement of said cost from County. County may, at County’s option, choose other remedies available herein, or by law.

Upon expiration or termination of the License, the License Area must be returned to its original condition and the Licensee is solely responsible for any costs or damages.

16. INSURANCE (SRLic-2.8 S)

Licensee agrees to carry all required insurance at Licensee’s expense and provide to the County current Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this License have been complied with. Licensee shall keep such insurance coverage current, provide Certificates of Insurance and endorsements to the County during the entire term of this License. Licensee shall deposit the Certificate of Insurance with CEO Real Estate, consistent with the Notice clause, through electronic correspondence on or before the Effective Date of this License and annually throughout the Term, as necessary to: insurance.cere@ocgov.com.

Licensee agrees that Licensee shall not operate on the License Area at any time the required insurance is not in full force and effect as evidenced by a Certificate of Insurance and necessary endorsements or, in the interim, an official binder being in the possession of the SSA/Facilities Services Manager. In no cases shall assurances by Licensee, its employees, agents, including any insurance agent, be construed as adequate evidence of insurance. SSA/Facilities Services Manager will only accept valid Certificates of Insurance and endorsements, or in the interim, an insurance binder as adequate evidence of insurance. Licensee also agrees that upon cancellation, termination, or expiration of Licensee's insurance, County may take whatever steps are necessary to interrupt any operation from or on the License Area until such time as the SSA/Facilities Services Manager reinstates the License.

If Licensee fails to provide the SSA/Facilities Services Manager with a valid Certificate of Insurance and endorsements, or binder at any time during the term of the License, County and Licensee agree that this shall constitute a material breach of the License. Whether or not a notice of default has or has not been sent to Licensee, said material breach shall permit County to take whatever steps necessary to interrupt any operation from or on the License Area, and to prevent any persons, including, but not limited to, members of the general public, and Licensee's employees and agents, from entering the License Area until such time as the SSA/Facilities Services Manager is provided with adequate evidence of insurance required herein.

Licensee further agrees to hold County harmless for any damages resulting from such interruption of business and possession, including, but not limited to, damages resulting from any loss of income or business resulting from the County's action.

Licensee may occupy the License Area only upon providing to County the required insurance stated herein and maintain such insurance for the entire term of this License. County reserves the right to terminate this License at any time Licensee’s insurance is canceled or terminated and not reinstated within ten (10) days of said cancellation or termination. Licensee shall pay County a fee of two hundred dollars ($200.00) for processing the reinstatement of the License. Licensee shall provide to County immediate notice of said insurance cancellation or termination.

All contractors performing work on behalf of Licensee pursuant to this License shall obtain insurance subject to the same terms and conditions as set forth herein for Licensee. Licensee shall not allow contractors or subcontractors to work if contractors have less than the level of coverage required by the County from the Licensee under this License. It is the obligation of the Licensee to provide written notice of the insurance requirements to every contractor and to receive proof of insurance prior to allowing any contractor to begin work within the License Area. Such proof of insurance must be maintained by Licensee through the entirety of this License and be available for inspection by a County representative at any reasonable time.

All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self-insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Licensee’s current audited financial report. If Licensee’s SIR is approved, Licensee, in addition to, and without limitation of, any other indemnity provision(s) in this License, agrees to all of the following:

1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Licensee’s, its agents, employee’s or subcontractor’s performance of this Agreement, Licensee shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and

2) Licensee’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and

3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Licensee’s SIR provision shall be interpreted as though the Licensee was an insurer and the County was the insured.

If the Licensee fails to maintain insurance acceptable to the County for the full term of this License, the County may terminate this License.

Qualified Insurer

The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key

Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Licensee shall provide the minimum limits and coverage as set forth below:

Coverages Minimum Limits

Commercial General Liability $1,000,000 per occurrence

$2,000,000 aggregate

Automobile Liability including coverage for owned, non-owned and hired vehicles

$1,000,000 limit per occurrence

Workers' Compensation Statutory

Employers' Liability Insurance

$1,000,000 per occurrence

Required Coverage Forms

The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage at least as broad.

Required Endorsements

The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of insurance:

1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, agents as Additional Insureds. Blanket coverage may also be provided which will state- As Required By Written Agreement.

2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad, evidencing that the Licensee’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees. Blanket coverage may also be provided which will state- As Required By Written Agreement.

All insurance policies required by this license shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

The Commercial Property policy shall contain a Loss Payee endorsement naming the County of Orange as respects the County’s financial interest when applicable.

Licensee shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the License, upon which the County may suspend or terminate this License.

The Commercial General Liability policy shall contain a severability of interests clause, also known as a “separation of insureds” clause (standard in the ISO CG 001 policy).

Insurance certificates should be forwarded to the County address provided in the Clause 38 (NOTICES) below or to an address provided by the SSA/Facilities Services Manager. Licensee has ten (10) business days to provide adequate evidence of insurance or this License may be cancelled.

County expressly retains the right to require Licensee to increase or decrease insurance of any of the above insurance types throughout the term of this License. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Licensee in writing of changes in the insurance requirements. If Licensee does not deposit copies of acceptable certificates of insurance and endorsements with County incorporating such changes within thirty (30) days of receipt of such notice, this License may be in breach without further notice to Licensee, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Licensee's liability hereunder nor to fulfill the indemnification provisions and requirements of this License, nor in any way to reduce the policy coverage and limits available from the insurer.

17. INDEMNIFICATION (SRLic-2.9 S)

Licensee hereby agrees to indemnify, hold harmless, and defend, County, its elected and appointed officials, officers, agents, employees and those special districts and agencies which the Board of Supervisors acts as the governing board, and the U.S. Department of Health and Human Services, its officers, agents, and employees, with counsel approved by County, against any and all claims, loss, demands, damages, costs, expenses, or liability arising out of the ownership, maintenance, or use of the License Area, except for liability arising out of the negligence of County, its officers, agents, or employees, including the costs of defense of any lawsuit arising therefrom.

In the event County is named as co-defendant, Licensee shall notify County of such fact and shall represent County, with counsel approved by County, in such legal action unless County undertakes to represent itself as co-defendant in such legal action, in which event Licensee shall pay County’s litigation costs, expenses, and attorneys’ fees. In the event judgment is entered against County and Licensee because of the concurrent negligence of County and Licensee, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment.

18. LIMITATION OF THE LICENSE (SRLic-3.3 S)

This License and the rights and privileges granted Licensee in and to the License Area are subject to all covenants, conditions, restrictions, and exceptions of record or apparent from a physical inspection of the License Area. Nothing contained in this License or in any document related hereto shall be construed to imply the conveyance to Licensee of rights in the License Area which exceed those owned by County, or any representation or warranty, either express or implied, relating to the nature or condition of the License Area or County’s interest therein. Licensee has accepted the License Area in its “as is”/ “where is” condition.

19. NO ASSIGNMENT, SUBAGREEMENTS (SRLic-3.6 S)

The License granted hereby is personal to Licensee and any assignment of said license by Licensee, voluntarily or by operation of law, shall automatically terminate the License granted hereby. Sublicenses or subleases are not authorized under this License and any attempt by Licensee to create any such sublicense or sublease shall be null and void and shall automatically terminate the License.

20. SIGNS (SRLic-4.0 S)

Licensee agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon License Area except as approved by the Chief Real Estate Officer. Unapproved signs, banners, flags, etc., may be removed.

21. AUTHORITY (SRLic-4.1 S)

The persons executing the License below on behalf of County or Licensee warrant that they have the power and authority to bind County or Licensee to this License.

22. LICENSE ORGANIZATION (SRLic-4.2 S)

The various headings and numbers herein, the grouping of provisions of this License into separate clauses and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be considered otherwise.

23. AMENDMENTS (SRLic-4.3 S)

This License is the sole and only agreement between the Parties regarding the subject matter hereof; other agreements, either oral or written, are void. Any changes to this License shall be in writing and shall be properly executed by both Parties.

24. PARTIAL INVALIDITY (SRLic-4.4 S)

If any term, covenant, condition, or provision of this License is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

25. WAIVER OF RIGHTS (SRLic-4.5 S)

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

26. GOVERNING LAW AND VENUE (SRLic-4.6 S)

This agreement 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 agreement, 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.

27. ATTORNEYS’ FEES (SRLic-4.7 S)

In the event of a dispute between County and Licensee concerning claims arising out of this License, or in any action or proceeding brought to enforce or interpret any provision of this License or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys’ fees and costs.

28. TIME OF ESSENCE (SRLic-4.8 S)

Time is of the essence of this License Agreement. Failure to comply with any time requirements of this License shall constitute a material breach of this License.

29. INSPECTION (SRLic-4.9 S)

County or its authorized representative shall have the right at all reasonable times to inspect the operation to determine if the provisions of this License are being complied with.

30. INSPECTION OF LICENSE AREA BY A CERTIFIED ACCESS SPECIALIST (SRLic-5.0 S)

A Certified Access Specialist (CASp) can inspect the subject License Area and determine whether the subject License Area comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject License Area, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject License Area for the occupancy or potential occupancy of the licensee, if requested by the licensee. 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 License Area.

Pursuant to California Civil Code 1938, County hereby represents that the License Area has not undergone an inspection by a certified access specialist and no representations are made with respect to compliance with accessibility standards. If it is determined during this tenancy that a violation of handicapped access laws (including the Americans with Disabilities Act) exists at the License Area, County shall correct such non-compliance at County’s cost.

31. PERMITS AND LICENSES (SRLic-5.1 S)

Licensee shall be required to obtain and maintain throughout the Term of this License any and all permits and/or licenses which may be required in connection with the operation of the License Area as set out herein.

No permit, approval, or consent given hereunder by County, in its governmental capacity, shall affect or limit Licensee's obligations hereunder, nor shall any approvals or consents given by County, as a Party to this License, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations.

32. PAYMENT CARD COMPLIANCE (SRLic-5.2 S)

Should Licensee conduct credit/debit card transactions in conjunction with their business with the County, on behalf of the County, or as part of the business that they conduct, Licensee covenants and warrants that it is currently Payment Card Industry Data Security Standard (“PCI DSS”) and Payment Application Data Security Standard (“PA DSS”) compliant and will remain compliant during the entire duration of this License. Licensee agrees to immediately notify County in the event Licensee should ever become non-compliant, and will take all necessary steps to return to compliance and shall be compliant within ten (10) days of the commencement of any such interruption.

33. NONDISCRIMINATION (SRLic-5.3 S)

Licensee agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national origin in employment practices and in the activities conducted pursuant to this License. Licensee shall make its accommodations and services available to the public on fair and reasonable terms.

34. CONDITION OF LICENSE AREA UPON TERMINATION (SRLic-5.4 S)

Except as otherwise agreed to herein, upon termination of this License, Licensee shall redeliver possession of said License Area to County in substantially the same condition that existed immediately prior to Licensee's entry thereon, reasonable wear and tear, flood, earthquakes, war, and any act of war excepted.

35. DISPOSITION OF ABANDONED PERSONAL PROPERTY (SRLic-5.5 S)

If Licensee abandons the License Area or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to Licensee and left on the License Area ten (10) days after such event shall be deemed, at County's option, to have been transferred to County. County shall have the right to remove and to dispose of such personal property without liability therefor to Licensee or to any person claiming under Licensee, and shall have no need to account therefor.

36. PUBLIC RECORDS (SRLic-5.6 S)

Any and all written information submitted to and/or obtained by County from Licensee or any other person or entity having to do with or related to this License and/or the License Area, either pursuant to this License or otherwise, at the option of County, may be treated as a public record open to inspection by the public pursuant to the California 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 Licensee hereby waives, for itself, its agents, employees, sublicensees, and any person claiming by, through or under Licensee, 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 Licensee or 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.

37. RELATIONSHIP OF PARTIES (SRLic-5.7 S)

The relationship of the parties hereto is that of Licensor and Licensee, and it is expressly understood and agreed that County does not in any way or for any purpose become a partner of or a joint venture with Licensee in the conduct of Licensee’s business or otherwise, and the provisions of this License and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method by which rental payments are to be measured and ascertained.

38. NOTICES (SRLic-5.8 S)

All written notices pursuant to this License shall be addressed as set forth below or as either Party may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by facsimile machine, electronic mail, or seventy-two (72) hours after deposit in the United States Mail.

To: County

County of Orange Social Services Agency 500 N. State College Orange, CA 92686 Attention: Facilities Services Manager

With a copy to:

County Executive Office Real Estate 400 W. Civic Center Drive, 5th Floor Santa Ana, CA 92701 Attention: Chief Real Estate Officer

To: Licensee

39. SUBORDINATION (N)

The License and all of the Licensee’s rights and interests, if any, in and to the License Area thereunder shall be, and the same are expressly made subject to, subordinate and inferior to the Quitclaim Deed, attached hereto as Exhibit D and made a part hereof.

40. ATTACHMENTS TO LICENSE (SRLic-5.9 S)

This License includes the following, which are attached hereto and made a part hereof:

I. EXHIBITS

Exhibit A – License Area Description Exhibit B – Plot Plan Exhibit C - Best Management Practices Exhibit D – Quitclaim Deed

41. COUNTERPARTS (N)

This License may be executed in one or more electronic or original counterparts, each of which will be deemed an original signature but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this License the day and year first above written.

APPROVED AS TO FORM:

Office of County Counsel

Orange County, California

By

Deputy County Counsel

Date:

RECOMMENDED FOR APPROVAL

SOCIAL SERVICES AGENCY

Dorthe Lee, Director of Administration

COUNTY EXECUTIVE OFFICE

Steven K. Miller, Senior Real Estate Manager

*** Pursuant to the requirements of California Corporations Code section 313, one of the following two methods must be used by a corporation when it enters into a contract with the County: Two people must sign the document. One of them must be the chairman of the board, the president or any vice president. The other must be the secretary, any assistant secretary, the chief financial officer or any assistant treasurer. One corporate officer may sign the document, providing that written evidence of the officer’s authority to bind the corporation with only his or her signature must be provided. This evidence would ideally be a corporate resolution.

LICENSEE

***By

Print Name:

***By

Print Name:

COUNTY

COUNTY OF ORANGE

Thomas A. Miller, Chief Real Estate Officer

County Executive Office

Per Resolution No. 23-153 of the Board of

Supervisors and Minute Order dated December

5, 2023.

Date:

EXHIBIT A

LICENSE AREA DESCRIPTION

PROJECT NO: _______

PROJECT: License with _____________ High Needs Youth Residential Homes Services

Buildings C and D 15405 Lansdowne Road, Tustin, CA 92782

All the License Area referenced on a Floor Plan marked Exhibit B, attached hereto and made a part hereof, being Four Thousand Five Hundred Ninety-Seven (4,597) rentable square feet for each building of County-designated space for Licensee’s non-exclusive use for a total of (9,194) square feet, located at 15405 Lansdowne Road, Buildings C and D, in the City of Tustin, County of Orange, State of California, together with the non-exclusive use of ______ parking spaces in the adjacent parking lot.

NOT TO BE RECORDED

EXHIBIT B

License Area:

Building C Living 3,827 sf

Garage 770 sf

Total: 4,597 sf

Building D Living 3,827 sf

Garage 770 sf

Total: 4,597 sf

D

Single-story Residential Homes

Building C & D

C

EXHIBIT C

BEST MANAGEMENT PRACTICES SHEETS

1. BUILDING MAINTENANCE (IC3)

2. LANDSCAPE (IC7)

3. SPILL PREVENTION (IC17)

EXHIBIT D

QUITCLAIM DEED