LEASE. Marin County Department of Public Works P.O. Box 4186, Civic Center San Rafael, CA Attn: Accounting Division

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1 LEASE 3260 Kerner Blvd 1. PARTIES. This Lease, dated November 7, 2017, for reference purposes only, is made by and between County of Marin, a political subdivision of the State of California, (herein called "County") and Marin Community Clinic, a California Non- Profit Corporation dba Marin Community Clinics, (herein called "MCC"). 2. PREMISES AND HEALTH AND WELLNESS CAMPUS. a. County does hereby lease to MCC and MCC hereby leases from County all that certain office, storage, maintenance and clinic space within the building known as 3260 Kerner Boulevard, San Rafael, California (herein called "Building") said Building being agreed, for the purposes of this Lease, to have an area consisting of approximately 16,846 square feet as indicated on Exhibit "A" attached hereto and by reference made a part hereof (herein called Premises ). b. MCC acknowledges that the Building is part of a set of buildings whose addresses consist of 3230 Kerner Boulevard ( KB ), 3240 KB, 3250 KB, this Building, 3270 KB, all of which are owned by the County, and 3310 KB, which is owned by MCC, all of which buildings and associated parking and sites are commonly known as the Marin Health and Wellness Campus (the Campus ). The Campus is subject to an agreement between the City of San Rafael and the County dated September 12, 2006, copy attached as Exhibit "B" attached hereto and by reference made a part hereof. MCC agrees to operate the Building and its programs to be consistent with the terms set forth in Exhibit B. c. Said Lease is subject to the terms, covenants and conditions herein set forth and the MCC covenants as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants, and conditions by it, to be kept and performed and that this Lease is made upon the condition of said performance. 3. TERM. The term of this Lease shall be for approximately seven (7) years, beginning on the final commencement date as hereinafter defined in Paragraph 5, estimated to commence on January 1, 2018 and terminating at the end of the day on December 31, 2024 (the Term ). 4. BASE RENT. MCC agrees to pay to County as monthly Base Rent, without prior notice or demand, the sum of $33, (Thirty-Three Thousand Six Hundred Ninety- Two and No/100 Dollars), in advance, on or before the first day of each and every successive calendar month thereafter during the Term hereof. Rent for any period during the Term hereof which is for less than one (1) month shall be a prorated portion of the monthly installment herein, based upon a thirty (30) day month. Rent checks shall be made payable to Treasurer, County of Marin and mailed to: Marin County Department of Public Works P.O. Box 4186, Civic Center San Rafael, CA Attn: Accounting Division 5. COMMENCEMENT OF THE TERM. The commencement of the Term is subject to a set of performance transfer criteria that MCC needs to meet that was presented to and approved by the Marin County Board of Supervisors on September 12, 2017, also attached on Exhibit C and attached hereto and by reference made a part hereof. If the Director of Health and Human Services (HHS) determines that all transfer criteria

2 have been met by December 31, 2017, then the Term shall commence on January 1, The Director of HHS, or other County designee of the Director of HHS, has the sole authority to delay the start of this lease Term, and if so delayed, County will notify MCC via , in-person, or via facsimile as soon as possible prior to January 1, 2018, that the transfer criteria have not been met. If the commencement of the Term is delayed beyond January 1, 2018, this Lease shall not be void or voidable, nor shall County be liable to MCC for any loss or damage resulting therefrom, nor shall the expiration date of the above Term be in any way extended, but in that event, all rent shall be abated during the period between January 1, 2018 and the actual commencement of said term. Once the transfer criteria have been met, County and MCC will sign a letter stating the actual commencement date of the Lease term. 6. TERMINATION OF PRIOR AGREEMENTS FOR SPACE AT 3260 KERNER. Upon commencement of the Term under this Lease, the prior agreements between MCC and County under a Lease dated March 15, 2011 ( Prior Lease ) and First Amendment to Lease dated July 21, 2015 ( Prior First Amendment ) shall terminate, and this Lease shall govern the future responsibilities and obligations of each party. Any party s prior or continuing obligations under the Prior Lease or Prior First Amendment shall continue until fulfilled. 7. POSSESSION. a. If the County, for any reason whatsoever, cannot deliver possession of the said Premises to MCC at the commencement of the Term hereof, this Lease shall not be void or voidable, nor shall County be liable to MCC for any loss or damage resulting therefrom, nor shall the expiration date of the above Term be in any way extended, but in that event, all rent shall be abated during the period between the commencement of said Term and the time when County delivers possession. b. In the event that County shall permit MCC to occupy the Premises prior to the commencement date of the term, such occupancy shall be subject to all the provisions of this Lease. Said early possession shall not advance the termination date hereinabove provided. 8. FURNITURE, FIXTURES AND EQUIPMENT. The Premises includes certain Furniture, Fixtures and Equipment (herein called FFE ) including medical equipment, any and all within the confine of the Building at the commencement of the Term. The parties agree and understand that the FFE is the personal property of the County and shall remain on the Premises. If for any reason the FFE requires modification, removal, repair or replacement, MCC shall be solely responsible for the associated costs and shall notify and obtain consent from County prior to any action. Upon termination of this Lease, MCC shall surrender the FFE to County in good, clean, operable condition, ordinary wear and tear excepted. 9. HOLDING OVER. Any holding over after the expiration of the said term, with or without the express consent of County, shall be construed as a tenancy from month to month, and shall be on the terms and conditions herein specified, so far as applicable. Such holding over shall not constitute an extension of this Lease. During such holding over, MCC shall pay rent at one hundred twenty-five percent (125%) of the highest monthly rent paid during the Term of the Lease, and shall provide County with written notice at least one month (30 days) in advance of the date of termination of such monthly tenancy of its intention to terminate such tenancy

3 10. USE. MCC will use the Premises for the operation and administration of a medical clinic and for no other purposes without the prior written consent of County. The parties understand and agree that MCC may conduct business after normal County business hours and on weekends. MCC agrees that in the event that it chooses to conduct business after normal business hours and/or on weekends that it shall be solely responsible for the additional costs of related security, janitorial and any other services that may be needed. MCC shall notify County of its operating hours and schedule as of the date of Lease commencement. Any changes to said operating hours shall be provided to the County at least five (5) business days in advance. MCC shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, or cause cancellation of any insurance policy covering said Building or any part thereof or any of its contents. MCC shall not do or permit anything to be done in or about the Premises which will in any way materially obstruct or materially interfere with the rights of other occupants of the Campus or injure or breach their right of quiet enjoyment or use or allow the Premises to be used for any unlawful purpose or against County policy, nor shall MCC cause, maintain or permit any nuisance in, on or about the Premises. MCC shall not commit or suffer to be committed any waste in or upon the Premises. 11. COMPLIANCE WITH LAW. a. MCC shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. MCC shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes not related to or affected by MCC's improvements or acts. The judgment of any court of competent jurisdiction or the admission of MCC in any action against MCC in any action against MCC, whether County is a party thereto or not, that MCC has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between the County and MCC. b. MCC will cooperate with County, at County s sole cost and expense, with respect to the completion of future ADA compliance work, if any, to the Campus, Building and exterior common areas, as determined by the County of Marin s Disability Access Manager. The parties agree and understand that this includes, but is not limited to, applicable laws, statutes, regulations, and codes under the Americans with Disabilities Act, State of California s Disabled Persons Act, FEHA, as it pertains to accessibility, and the CCR Title 24 (Building Code) Chapter 11B, and Marin County Codes Title 7, Chapter 7.70 and Title 23, Chapter County shall be responsible for all expenses, costs, work, permits, fees, legal fees and construction costs in connection with any future ADA compliance work on the exterior of the Premises.. c. Certified Access Specialist Disclosures Pursuant to California Civil Code Section 1938, the Building has not been inspected by a Certified Access Specialist ( CASp ) - a CASp can inspect the Premises and determine whether the Premises comply with all the applicable construction-related - 3 -

4 accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, County may not prohibit MCC from obtaining a CASp inspection of the Premises for the occupancy by MCC. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises. MCC agrees to notify County immediately if MCC receives notification or otherwise becomes aware of: (a) any condition or situation on, in, under, or around the Premises or Building that may constitute a violation of any Access Laws; or (b) any threatened or actual lien, action, or notice that the Campus or Building is not in compliance with any Access Laws. If MCC is responsible for such condition, situation, lien, action or notice under this paragraph, MCC s notice to County shall include a statement as to the actions MCC proposes to take in response to such condition, situation, lien, action, or notice. MCC will not alter the Premises in any manner that would violate any Access Laws or increase County s responsibilities for compliance with Access Laws, without the prior approval of the County. In connection with any such approval, County may require a certificate of compliance with Access Laws from an architect, engineer, or other person acceptable to County. MCC agrees to pay the reasonable fees incurred by such architect, engineer, or other third party in connection with the issuance of such certificate of compliance. County s consent to any proposed MCC Alteration shall (a) not relieve MCC of its obligations or indemnities contained in this paragraph or this Lease or (b) be construed as a warranty that such proposed alteration complies with any Access Law. 12. ALTERATIONS AND ADDITIONS. MCC shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof without the prior written consent of County. Any alterations, additions or improvements to or of said Premises, including, but not limited to, wall covering, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall on the expiration of the Term become a part of the realty and belong to the County and shall be surrendered with the Premises. In the event County consents to the making of any alterations, additions or improvements to the Premises by MCC, the same shall be made by MCC at MCC's sole cost and expense, and any contractor or person selected by MCC to make the same must first be approved of in writing by the County. Upon the expiration or sooner termination of the Term hereof, MCC shall, upon written demand by County, given at least one hundred twenty (120) days prior to the end of the Term, at MCC's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by MCC, designated by County to be removed, and MCC shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal. Alterations and additions to data and telecommunications wiring, outlets and equipment by MCC are allowable with prior notice to County and use of County approved contractors to perform alterations and additions. MCC agrees that it shall notify County s designated representative for data and telecommunications of all work related to said facilities and shall use County approved contractors to perform all work. County shall supply MCC with a list of approved contractors and shall provide updated lists from time to time as necessary

5 13. REPAIRS. a. MCC OBLIGATIONS: By taking possession of the Premises, MCC shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair. Subject to County s obligations under Section 13(c) below, MCC shall, at MCC's sole cost and expense, keep the Premises and every part thereof in good condition and repair, damage thereto from causes beyond the reasonable control of MCC and ordinary wear and tear excepted. MCC shall upon the expiration or sooner termination of this Lease hereof surrender the Premises to the County in good condition, ordinary wear and tear excepted. MCC shall upon the expiration or sooner termination of this Lease hereof surrender the Premises to the County in good condition, ordinary wear and tear and damage from causes beyond the reasonable control of MCC excepted. Except as specifically provided in an addendum, if any, to this Lease, County shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that County has made no representations to MCC respecting the condition of the Premises or the Building except as specifically herein set forth. Repairs to telecommunications wiring, outlets and equipment within the Premises and specifically utilized by MCC shall be the sole responsibility of MCC. All repairs shall be made in accordance with the provisions set forth in Section 12, hereinabove. b. BUILDING SYSTEMS OBLIGATIONS: MCC shall repair and maintain the non-structural portions of the Building, including the basic plumbing, air conditioning, heating, and electrical systems, installed or furnished by County, but not including the fire alarm system discussed hereinafter, unless such maintenance and repairs are caused in part or in whole by the act, neglect, fault or omission of any duty by the County, its agents, servants, employees or invitees, in which case County shall pay to MCC the reasonable cost of such maintenance and repairs. County shall not be liable for any failure to make any such repairs or to perform any maintenance. Within thirty days of the commencement of the Lease term, MCC shall contract with an approved County vendor for the maintenance of the HVAC unit on the roof of the Building, with County to review and approve the maintenance agreement. Within thirty days of the commencement of the Lease term, MCC shall either i) contract with an approved County vendor for the controls to the HVAC and security system with County to review and approve the agreement; or ii) MCC shall purchase its own software license for controls of the building HVAC system and card key access to the Building (the Control System ). MCC shall be responsible for the maintenance, inspections, replacement and/or repair of all fire extinguishers in the Building and Premises. MCC shall be responsible up to the sewer mainline clean-out outside of the Building. County will be responsible from the sewer clean-out to the main sewer connection. Except as provided in Section 24 hereof, there shall be no abatement of rent and no liability of County by reason of any injury to or interference with MCC's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. MCC waives the right to make repairs at County s expense under any law, statute, or ordinance now or hereinafter in effect. Except as specifically provided in an addendum, if any, to this Lease, County shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that County has made no representations to MCC respecting the condition of the Premises or the Building except as specifically herein set forth. If MCC believes there is a major capital expense required to repair the building structural systems, it shall notify County and the parties shall meet to consider County s participation in the cost to repair the system. County shall not be liable for any failure to make any such repairs, and County - 5 -

6 shall not be required or obligated to pay for, in whole or in part, the cost of any such repair. c. COUNTY OBLIGATIONS: i). Fire Alarm System. County shall continue to main the fire alarm system in the Building, including the sprinklers, smoke detectors, wiring and any annunciators or panel(s) (the Fire Alarm System ), but specifically not including the fire extinguishers. County shall be responsible for the annual testing and inspection of the Fire Alarm System and components in the Building. MCC shall be responsible for the cost to the County of any damage caused to the Fire Alarm System by MCC or MCC Parties (as defined hereinafter). ii). Semiannual Maintenance Review. The parties shall meet semiannually at the Premises and tour the Premises, approximately in six-month intervals, in order for County to review the obligations of MCC under both Paragraph 13.a. and 13.b. Should County determine MCC is not maintaining the Premises as required, ordinary wear and tear and damage from causes beyond the reasonable control of MCC excepted, County shall notify MCC in writing within thirty (30) days of the most recent semi-annual meeting. iii). Emergency Generator, Backup Power and Transfer Switches. The emergency generator and transfer equipment are tied to 3240, 3250 and County will provide maintenance of the emergency generator and transfer switch to the Building. County will need access to the transfer switch located in the Building for repair and testing, which direct access can be through an exterior door to a maintenance closet. County will provide maintenance and service of the generator and equipment to the Building equivalent to what is provided to the other County buildings connected to the emergency generator. iv) Negative Pressure Tuberculosis Room. The annual testing and certification of the sputum room shall remain a County responsibility with which MCC shall fully cooperate with County. Any repairs required to the HVAC system to maintain the annual certification shall be covered under the maintenance agreement between MCC and its HVAC maintenance vendor. v) Other Maintenance Obligations. Subject to the foregoing, County shall keep and maintain (or cause to be kept and maintained) in good condition and repair (or replace, if necessary) the common area of the Campus, and the structural parts, foundation, and structural floor of the Premises or the Building, as the case may be fire protection services (not exclusively serving the Premises) and not including the fire extinguishers within the Premises or Building, and pipes and conduits outside the Premises for the furnishing to the Premises of various utilities (except i) to the extent that the same are the obligation of the appropriate public utility company; and ii) as otherwise specified within this Lease). Notwithstanding anything to the contrary contained in this Lease, County shall not be liable to MCC for failure to make repairs as herein specifically required of County, unless MCC has previously notified County in writing of the need for such repairs and County has failed to commence and complete said repairs within a reasonable period of time. d. MCC NOTICE TO COUNTY OF MAJOR BUILDING ISSUES. MCC shall immediately notify County of any major Building issues such as water line break, sewer back-up, fire, smoke damage, electrical problems, or other issues that could damage the integrity or cause significant repair costs to the Building, occurring within or near the Premises

7 14. LIENS. MCC shall keep the Premises and the property in which the Premises are situated free from any liens arising out any work performed, materials furnished or obligations incurred by MCC. County may require, at County's sole option, that MCC shall provide to County, at MCC's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1 1/2) times any and all estimated cost of any improvements, additions, or alterations in the Premises, to insure County against any liability for mechanics' and materialmen's liens and to insure completion of the work. 15. ASSIGNMENT AND SUBLETTING. MCC shall not either voluntarily or by operation of law assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of MCC excepted) to occupy or use the said Premises, or any portion thereof, without the prior written consent of County, which consent may be withheld at County s sole discretion, and a consent to one assignment, subletting, occupation or use by another person is not a consent to all. Any such assignment or subletting without such consent shall be void, and shall, at the option of the County, constitute a default under this Lease. 16. HOLD HARMLESS. MCC shall indemnify and hold harmless County against and from any and all claims arising from MCC's use of Premises for the conduct of its business or from any activity, work, or other thing done, permitted or suffered by MCC in or about the Building, and shall further indemnify and hold harmless County against and from any and all claims arising from any breach or default in the performance of any obligation on MCC's part to be performed under the terms of this Lease, or arising from any act or negligence of MCC, or any of officer, agent, employee, guest or invitee of MCC, and from all and against all cost, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon, and, in any case, should action or proceeding be brought against County by reason of any such claim, MCC upon notice from County shall defend the same at MCC's expense by counsel reasonably satisfactory to County. MCC as a material part of the consideration to County hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises, from any cause other than County's negligence, and MCC hereby waives all claims in respect thereof against County. County or its agents shall not be liable for any damage to property entrusted to employees of the Building, nor for loss or damage to any property by theft or otherwise, nor for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of County, its agents, servants or employees. County or its agents shall not be liable for interference with the light or other incorporeal hereditaments, loss of business by MCC, nor shall County be liable for any latent defect in the Premises or in the Building. MCC shall give prompt notice to County in case of fire or accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. County shall defend, indemnify and hold MCC and MCC s agents, officers, directors, employees, and contractors, harmless against and from any and all claims arising from or relating to (a) the use of the Premises or the common areas by County or any other tenants of the Campus (excluding MCC), or (b) any acts, omissions, negligence, or default of County or any other tenants of the Campus (excluding MCC), - 7 -

8 except to the extent any such Claim is caused by the negligence or willful misconduct of MCC. 17. SUBROGATION. As long as their respective insurers so permit, County and MCC hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each party shall obtain any special endorsements, if required by their insurer to evidence compliance with the aforementioned waiver. 18. INSURANCE. MCC, at MCC s own cost and expense shall maintain the following liability insurance during the lease term: (1) Commercial General Liability insurance for bodily injury and property damage occurring in, or about the Premises arising out of MCC s use and occupancy of the Premises (including protective liability coverage on operations of independent contractors engaged in construction and contractual liability insurance) on an "occurrence" basis for the benefit of the MCC as named insured and the County, its officers, elected and appointed officials, agents, boards, commissions, and employees as additional insured against claims for bodily injury, death, personal injury and property damage liability with a Combined Single limit of not less than $3,000,000 Combined Single Limit, per occurrence and in the aggregate in connection with MCC s use of the Premises. (2) Personal Property insurance insuring all equipment, trade fixtures, inventory, fixtures and MCC personal property located on or in the Premises for perils covered by the causes of loss-special form (all risk) and in addition, coverage for, wind,, and boiler and machinery (if applicable). Such insurance shall be written on a replacement cost basis in an amount equal to one hundred percent of the aggregate of the foregoing. (3) Business Interruption and Extra Expense insurance in such amounts to reimburse MCC for direct or indirect loss attributable to all perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or the Building as a result of such perils. (4) Workers Compensation insurance in accordance with statutory law and employer liability insurance with a limit of not less than $1,000,000 per accident, $1,000,000 disease, policy limit and $1,000,000 disease limit each employee. (5) Commercial Automobile insurance coverage for owned, leased, hired and nonowned motor vehicles. All such insurance shall be effected under valid and enforceable policies and shall be issued by insurers licensed to do business in the State of California and with general policy holder's rating of at least A and financial rating of VIII or better as rated by A.M. Best's Insurance reports and shall provide that County shall receive thirty (30) days written notice from the insurer prior to any cancellation of coverage or diminution of limits; provided that if cancellation is due to nonpayment, ten (10) days notice shall be provided. 19. EVIDENCE OF INSURANCE. MCC shall deliver to County prior to occupancy of the Premises copies of policies of insurance required herein or certificates evidencing the existence and amounts of such insurance with additional insured endorsements satisfactory to County. No policy shall be cancelable or subject to reduction of coverage except after ten (10) days' prior written notice to County. 20. SERVICES, SECURITY, AND UTILITIES. County shall be responsible for and shall pay the cost of utilities to the Premises, which shall include electricity, gas, water, sewer - 8 -

9 and regular garbage. MCC shall be responsible for all associated heat and air-conditioning, security in the Premises, the security system to the Premises, security access for MCC staff, and any medical or non-standard waste removal. As of the commencement of the Term of the Lease, County has a panic alarm system for the building contracted through Redwood Security. Should MCC desire to continue with the panic alarm system, MCC shall assume responsibility for this contract. MCC shall be responsible for and pay the cost of any and all janitorial and/or cleaning services to the Premises. Any such services provided by MCC shall meet the County s Minimum Wage Ordinance, to the extent applicable, Integrated Pest Management Ordinance, and any other applicable ordinance for services provided. MCC shall maintain and keep lighted the entries in the Building and the Premises. County shall not be liable under any circumstances for a loss of or injury to property, however occurring, through or in connection with or incidental to failure of MCC to furnish any of the foregoing. MCC shall not, without written consent of County, use any apparatus or device in the Premises, including, but without limitation thereto, electronic data processing machines, reprographic machines, and machines using in excess of 120 volts, which will in any way increase the amount of electricity usually furnished or supplied for the use of the Premises as general office space; nor connect with electric current except through existing electrical outlets in the Premises, any apparatus or device, for the purpose of using electric current. If MCC shall require water or electric current in excess of that usually furnished or supplied for the use of the Premises as general office space, MCC shall first procure the written consent of County, which County may refuse, to the use thereof. If County consents to the request for additional utilities then County may increase the charges for said utilities payable by MCC accordingly, as additional rent. 21. POSSESSORY INTEREST TAXES. MCC acknowledges that MCC has been informed that under Section of the Revenue and Taxation Code of the State of California, the Marin County Assessor is required to place a value on all possessory interests as applicable to MCC s use of County owned property. Possessory interest is defined as the right of a private taxable person or entity to use property owned by a taxexempt agency for private purposes. A possessory interest tax, if applicable to MCC, will therefore, be levied by the County Assessor on this property against the MCC as of the lien date, which is March 1st of each year. 22. RULES AND REGULATIONS. MCC shall faithfully observe and comply with the rules and regulations that County shall from time to time promulgate. Attached hereto and by reference made a part hereof are the Rules and Regulations for the Premises, Building and Campus. County reserves the right from time to time to make all reasonable modifications to said rules. The additions and modifications to those rules shall be binding upon MCC upon delivery of a copy of them to MCC. County shall not be responsible for the nonperformance of any said rules by any employee of MCC or other occupants. In the event of any conflict between this Lease and the rules and regulations that the County may promulgate, including the attached Rules and Regulations, the terms of this Lease shall control. 23. ENTRY BY COUNTY. Absent an emergency, upon prior notice via telephone call, , letter or personal communications between MCC staff and County staff, County shall have the right to enter the Premises during normal business hours or as otherwise agreed in such communication between MCC and County, inspect the same, - 9 -

10 supply any service required under this Lease to be provided by County to MCC hereunder, to submit said Premises to prospective purchasers or MCC, to post notices of non-responsibility, and to alter, improve or repair the Premises and any portion of the Building of which the Premises are a part that County may deem necessary under this Lease, without abatement of rent and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that the entrance to the Premises shall not be blocked thereby, and further providing that the business of the MCC shall not be interfered with unreasonably. MCC hereby waives any claim for damages or for any injury or inconvenience to or interference with MCC's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, County shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding MCC's vaults, safes and files, and County shall have the right to use any and all means which County may deem proper to open said doors in any emergency, in order to obtain entry to the Premises without liability to MCC except for any failure to exercise due care for MCC's property. Any entry to the Premises obtained by County by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible entry into, or a detainer of, the Premises, or an eviction of MCC from the Premises or any portion thereof. 24. RECONSTRUCTION. In the event the Premises or the Building of which the Premises are a part are damaged by fire or other perils covered by extended coverage insurance, County agrees to forthwith repair the same; and this Lease shall remain in full force and effect, except that MCC shall be entitled to a proportionate reduction of the rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with the business carried on by the MCC in the Premises. If the damage is due to the fault or neglect of MCC or its employees, there shall be no abatement of rent. In the event the Premises or the Building of which the Premises are a part are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, then County shall forthwith repair the same, provided the extent of the destruction be less than ten (10%) percent of the then full replacement cost of the Premises or the Building of which the Premises are a part, and provided that the rent to be proportionately reduced as hereinabove in this Section provided. In the event the destruction of the Premises or the Building is to an extent greater than ten (10%) percent of the full replacement cost, then County shall have the option; (l) to repair or restore such damage, this Lease continuing in full force and effect, but the rent to be proportionately reduced as hereinabove in this Section provided; or (2) give notice to MCC at any time within sixty (60) days after such damage terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) and no more than sixty (60) days after the giving of such notice. In the event of giving such notice, this Lease shall expire and all interest of the MCC in the Premises shall terminate on the date so specified in such notice and the Rent, reduced by a proportionate amount, based upon the extent, if any, to which such damage materially interfered with the business carried on by the MCC in the Premises, shall be paid up to the time of such termination. In case County shall fail to complete such repairs within one hundred eighty (180) days from the date of such damage, MCC may at any time after such onehundred eighty (180) day period give County thirty (30) days notice in writing of termination of this Lease, then at the expiration of such thirty day period, this Lease

11 shall terminate as completely as if that were the date fixed for expiration of the term of this Lease unless, County shall have substantially completed repairs prior to the expiration of such thirty day period. Notwithstanding anything to the contrary contained in this Section, County shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Section occurs during the last twelve (12) months of the Term of this Lease or any extension thereof. County shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railings, floor covering, partitions, or any other property installed in the Premises by MCC. MCC shall not be entitled to any compensation or damages from County for loss of the use of the whole or any part of the Premises. MCC's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. 25. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by MCC. a. The vacating or abandonment of the Premises by MCC after ten (10) days prior written notice has been sent to MCC. b. The failure by MCC to make any payment of rent or any other payment required to be made by MCC hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof by County to MCC. c. The failure by MCC to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by the MCC, other than described in Section 25b above, where such failure shall continue for a period of thirty (30) days after written notice thereof by County to MCC; provided, however, that if the nature of MCC's default is such that more than thirty (30) days are reasonably required for its cure, then MCC shall not be deemed to be in default if MCC commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. d. The making by MCC of any general assignment or general arrangement for the benefit of creditors; or the filing by or against MCC of a petition to have MCC adjudged as bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against MCC, the same is dismissed within sixty (60) days; or the appointment of a trustee or a receiver to take possession of substantially all of MCC's assets located at the Premises or of MCC's interest in this Lease, where possession is not restored to MCC within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of MCC's assets located at the Premises or of MCC's interests in this Lease, where such seizure is not discharged in thirty (30) days. 26. REMEDIES IN DEFAULT. In the event of any such material default or breach by MCC, County may at any time thereafter, with or without notice or demand and without limiting County in the exercise of a right or remedy which County may have by reason of such default or breach: a. Terminate MCC's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and MCC shall immediately surrender possession of the Premises to County. In such event County shall be entitled to recover from MCC all damages incurred by necessary renovation and alteration of the Premises,

12 reasonable attorney's fees, any real estate commission actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the Term after the time of such award exceeds the amount of such rental loss for the same period that MCC proves could be reasonably avoided; that portion of the leasing commission paid by County and applicable to the unexpired Term of this Lease. Unpaid installments of rent or other sums shall bear interest from the date due at the rate of ten (10%) percent per annum. In the event MCC shall have abandoned the Premises, County shall have the option of (i) taking possession of the Premises and recovering from MCC the amount specified in this paragraph, or (ii) proceeding under the provisions of the following Section 26b. County shall use reasonable efforts to mitigate its damages. b. Maintain MCC's right to possession, in which case this Lease shall continue in effect whether or not MCC shall have abandoned the Premises. In such event, County shall be entitled to enforce all of County's right and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. c. Pursue any other remedy now or hereafter available to County under the laws or judicial decision of the State in which the Premises are located. 27. EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, to terminate this Lease, and County shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public or quasipublic use or purpose, and MCC shall have no claim against County for the value of any unexpired Term of this Lease. If either less than or more than twenty-five (25%) percent of the Premises is taken, and neither party elects to terminate as herein provided, the rental thereafter to be paid shall be equitably reduced. If any part of the Building other than the Premises may be so taken or appropriated, County shall have the right at its option to terminate this Lease and shall be entitled to the entire award as above provided. 28. OFFSET STATEMENT. MCC shall at any time and from time to time upon not less than ten (10) days prior written notice from County execute, acknowledge and deliver to County a statement in writing, (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledge that there are not, to MCC's knowledge, any uncured defaults on the part of the County hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. 29. PARKING. MCC shall have the right to use in common with other Tenants including the County or occupants of the Campus the parking facilities of the Building and Campus. However, MCC acknowledges that parking is limited in the parking areas immediately surrounding the Premises. MCC agrees to direct its employees, consultants and contractors to park their vehicles at the County overflow parking area located at 3110 Kerner Boulevard. MCC acknowledges that its use of the entire Building may increase the number of visitors/clients and rate per hour to the Campus beyond that experienced by County s prior use of part of the Premises as more fully described in the Prior Lease. Should the increase cause complaints from the adjacent

13 or generally surrounding businesses and/or property owners, MCC will take primary responsibility to identify new sources for parking for its staff and/or clients. County shall reasonably support MCC in its responsibility to identify ways to reduce complaints about parking in and around the Campus and adjacent streets and private properties. Both parties shall meet and confer as to how best to offset any increased costs associated with new sources of parking or any form of providing access to the Campus site by clients and/or each party s staff. 30. AUTHORITY OF PARTIES. Corporate Authority. If MCC is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. 31. NOTICES. Any notice which either party may or is required to give hereunder, shall only be effective if given by certified or registered mail, postage prepaid, return receipt requested or delivered personally to MCC at the Premises, and at the address shown below, or to County at the address shown below, or at such other places as may be designated by the parties hereto from time to time and shall be deemed given when mailed or served personally. County: County of Marin County Administrator s Office Attn: Facilities Planning and Development Mgr Civic Center Drive San Rafael, CA Copy to: County of Marin Department of Health and Human Services Attn: Chief Assistant Director 20 North San Pedro Road San Rafael, CA MCC: Marin Community Clinics Chief Executive or Chief Financial Officer 9 Commercial Blvd, Suite 100 Novato, CA BROKERS. MCC warrants that it has had no dealings with any real estate broker or agents in connection with the negotiation of this Lease and it knows of no other real estate broker or agents in connection with this Lease. 33. HAZARDOUS MATERIALS. As used in this Lease, the term "Environmental Law(s)" means any past, present or future federal, state or local Law relating to (a) the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releases of Hazardous Materials (as defined below) into the environment (including, without limitation, air, surface water, groundwater or land), or (b) the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of

14 Hazardous Materials. As used in this Lease, the term "Hazardous Materials" means and includes any hazardous or toxic materials, substances or wastes as now or hereafter designated or regulated under any Environmental Laws including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and freon and other chlorofluorocarbons. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials, and motor vehicle fuel stored in fuel tanks of motor vehicles used on site in compliance with all Environmental Laws and medical tools, supplies, materials and waste used in, or as a result of, operating the medical clinic pursuant to Section 10 hereof (some or all of which may constitute Hazardous Materials), MCC agrees not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Premises, the Building, the common areas or any other portion of the Property by MCC, its agents, officers, directors, shareholders, members, managers, partners, employees, subtenants, assignees, licensees, contractors or invitees (collectively, "MCC s Parties"), without the prior written consent of County, which consent County may withhold in its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, MCC agrees to promptly remove from the Premises, the Building and the Property, at its sole cost and expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises, the Building and/or the Property or any portion thereof by MCC or any of MCC's Parties. To the fullest extent permitted by law, MCC agrees to promptly indemnify, protect, defend and hold harmless County and County's members, shareholders, partners, officers, directors, managers, employees, agents, contractors, successors and assigns (collectively, "County Parties") from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises, the Building or any other portion of the Property and which are caused or permitted by MCC or any of MCC's Parties. The provisions of this Paragraph 33 will survive the expiration or earlier termination of this Lease. MCC shall give County written notice of any evidence of Mold, water leaks or water infiltration in the Premises promptly upon discovery of same. At its expense, MCC shall investigate, clean up and remediate any Mold in the Premises; provided that if such Mold is a result of the County s negligence, or failure to abide by its maintenance obligations under Section 13(c) above, then County shall, at its expense, investigate, clean up and remediate any Mold in the Premises. Investigation, clean up and remediation may be performed only after MCC has County's written approval of a plan for such remediation. All clean up and remediation shall be done in compliance with all applicable Laws and to the reasonable satisfaction of County. As used in this Lease, "Mold" means mold, fungi, spores, microbial matter, mycotoxins and microbiological organic compounds. County shall be responsible for the disposal in accordance with applicable laws of any hazardous materials found on the Premises, Building, and or Campus, by County or County Parties and shall defend, protect, indemnify and hold harmless MCC against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys fees, costs and disbursements) arising from such other hazardous materials

15 34. GENERAL PROVISIONS. a. Plats and Riders. Clauses, plats and riders, if any, signed by the County and MCC and endorsed on or affixed to this Lease are a part hereof. b. Waiver. The waiver by County of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by County shall not be deemed to be a waiver of any preceding breach by MCC of any term, covenant or condition of this Lease, other than the failure of the MCC to pay the particular rental so accepted, regardless of County's knowledge of such preceding breach at the time of the acceptance of such rent. c. Intentionally left blank. d. Joint Obligation. If there be more than one MCC, the obligations hereunder implied upon them shall be joint and several. e. Marginal Headings. The marginal headings and Section titles to the Sections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. f. Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. g. Successors and Assigns. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. h. Recordation. Neither County nor MCC shall record this Lease or a short form memorandum hereof without the prior written consent of the other party. i. Quiet Possession. Upon MCC paying the rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on MCC's part to be observed and performed hereunder, MCC shall have quiet possession of the Premises for the entire Term hereof, subject to all the provisions of this Lease. j. Late Charges. MCC hereby acknowledges that late payment by MCC to County of rent or other sums due hereunder will cause County to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon County by terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or a sum due from MCC shall not be received by County or County's designee within ten (10) days after said amount is due, then MCC shall pay to County a late charge equal to ten (10%) percent of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that County will incur by reason of the late payment by MCC. Acceptance of such late charges by the County shall in no event constitute a waiver of MCC's default with respect to such overdue amount, nor prevent County from exercising any of the other rights and remedies granted hereunder. k. Intentionally left blank. l. Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose, except as provided for in Section 6, herein. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. This Lease shall not be effective or binding on any party until fully executed by both parties hereto

16 m. Inability to Perform. If by reason of any event of Force Majeure (defined below) either party to this Lease is prevented, delayed or stopped from performing any act which such party is required to perform under this Lease, the deadline for performance of such act by the party obligated to perform shall be extended for a period of time equal to the period of prevention, delay or stoppage resulting from the Force Majeure event, unless this Lease specifies that Force Majeure is not applicable to the particular obligation. As used in this Lease, the term Force Majeure shall include, but not be limited to, fire or other casualty, bad weather, inability to secure materials, strikes or labor disputes (over which the obligated party has no direct or indirect bearing in the resolution thereof, or if said party does have such bearing, said dispute occurs despite said party s good faith efforts to resolve the same), acts of God, acts of the public enemy or other hostile governmental action, acts of terrorism, civil commotion, governmental restrictions, regulations or controls affecting, and/or other events over which the party obligated to perform (or its contractor or subcontractors) has no control. Force Majeure shall not apply to any payment of any amounts owed by either party to the other. n. Attorneys Fees. In the event of any action or proceeding brought by either party against the other under this Lease the parties shall be responsible to pay their own costs and expenses including the fees of its attorneys in such action or proceeding regardless of the final judgment by the court holding jurisdiction. o. Sale of Premises by County. In the event of any sale of the Building, County shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser to have assumed and agreed to carry out any and all of the covenants and obligations of the County under this Lease. p. Subordination, Attornment. Upon request of the County, MCC will in writing subordinate its rights hereunder to the lien of any first mortgage or first deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. In the event any proceedings are brought for foreclosure or in the event of the exercise of power of sale under any mortgage or deed of trust made by the County covering the Premises, the MCC shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the County under this Lease. q. Name. MCC shall not use the name of the Building or of the development in which the Building is situated for any purpose other than as an address of the business to be conducted by the MCC in the Premises. r. Separability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way effect, impair or invalidate any other provision hereof and such other provision shall remain in full force and effect. s. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. t. Choice of Law. This Lease shall be governed by the laws of the State of California

17 u. Signs and Auctions. MCC shall not place any sign upon the Premises or Building thereon without County's prior written consent. However, the parties acknowledge and understand that MCC may be required to provide signage in accordance with state and federal requirements. County will cooperate with MCC on signage design and placement provided that MCC signage designs and placement are consistent with County signage. MCC shall submit a signage plan to County for review and approval prior to installation of any signage. IN WITNESS WHEREOF, the Parties have entered into this Lease as of the date upon execution by County, below. Marin Community Clinics By: Date: Title: County of Marin Judy Arnold, President Board of Supervisors Date: ATTEST: Approved as to form: Brian E. Washington Deputy Clerk By: Deputy County Counsel

18 RULES AND REGULATIONS Marin Health and Wellness Campus Buildings These Rules and Regulations are attached to and made a part of the Lease dated as of November 7, 2017 by and between COUNTY, and MCC, for the Premises as defined in said Lease. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The following rules and regulations shall apply, where applicable, to the Premises, the Building, the Campus and the appurtenances. 1. Pursuant to Marin County Code Chapter 7.70 Smoking Regulations neither MCC nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking anywhere within the Campus, 2. The County is diligently working towards a Green Campus and LEED certification from the U.S. Green Building Council. Therefore, any and all cleaning products used by MCC in the Premises or Building shall be green cleaning products ; office equipment where applicable shall be Energy Star certified and Low-emitting. Low emitting copiers and office equipment is designed to emit low concentrations of ozone, particulates, and VOC's during operation and idle. Procuring copiers and office equipment that emit low levels of pollutants contributes to safer work environments. The County shall provide recycling containers at various locations in the Building and throughout the Campus. All tenants are expected and encouraged to recycle paper, glass bottles and aluminum cans as a standard business practice and are responsible to remove recyclables from the Premises and deposit said recyclables in the provided recycle bins, paper in the blue bin and cans and bottles in the brown bin, located in the trash enclosure in the parking lot of the Building for weekly pickup by local garbage services. 3. Pursuant to Marin County Code Chapter Integrated Pest Management Program neither MCC nor its agents, employees, contractors, guests or invitees shall use or permit to be used pesticides considered harmful to toxic, carcinogenic, or harmful to the environment. In the event of infestation of pests, rodents, vermin, etc. MCC shall notify County Building Maintenance staff for proper pest management. However, MCC shall not allow behavior, actions or negligence that may lead to infestations or hamper efforts to eradicate pests, rodents, vermin, etc. 4. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by MCC or used by MCC for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall MCC permit MCC s employees to loiter in common areas or elsewhere about the Building or Project. 5. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by MCC, its agents, employees or invitees, shall be paid for by MCC, and County shall not be responsible for the damage. 6. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by County. Unless otherwise agreed to in writing, all tenant identification and suite numbers at the entrance to the Premises shall be installed by County, at MCC s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building

19 7. MCC may provide and maintain in the main lobby of the Building an alphabetical directory board or other directory device listing tenants, and no other directory shall be permitted unless previously consented to by County in writing. 8. MCC shall not place any lock(s) on any door in the Premises or Building without County s prior written consent and County shall have the right to retain at all times and to use keys to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by County to MCC at MCC s cost, and MCC shall not make any duplicate keys. All keys shall be returned to County at the expiration or early termination of the Lease. 9. All contractors, contractor s representatives and installation technicians performing work in the Building shall be subject to County s prior approval, which will not be unreasonably withheld as long as contractor is licensed within the State of California, and shall be required to comply with County s standard rules, regulations, policies and procedures, which may be revised from time to time. 10. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by MCC of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours designated by County. MCC shall obtain County s prior approval by providing a detailed listing of the activity. If approved by County, the activity shall be under the supervision of County and performed in the manner required by County. MCC shall assume all risk for damage to areas moved and injury to any persons resulting from the activity. If equipment, property, or personnel of County or of any other party is damaged or injured as a result of or in connection with the activity. MCC shall be solely liable for any resulting damage or loss. 11. County shall have the right to approve the weight, size, or location of heavy equipment or Sections in and about the Premises. Damage to the Building by the installation, maintenance, operation, existence or removal of MCC s Property shall be repaired at MCC s sole expense. 12. Corridor doors, when not in use, shall be kept closed. 13. MCC shall not: (1) make or permit any objectionable or unpleasant noises or odors in the Building, or take other actions that materially interfere with other tenants or persons having business with them; (2) solicit business or distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building that might, in County s sole opinion, constitute a nuisance. 14. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises. 15. Left Blank. 16. MCC shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. MCC shall not use, or permit any part of the Premises to be used, for lodging, sleeping or for any illegal purpose. 17. MCC shall not take any action which would violate County s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with County s or any other tenant s or occupant s business or with the rights and privileges of any person

20 awfully in the Building ( Labor Disruption ). MCC shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of County, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until County gives its written consent for the work to resume. MCC shall have no claim for damages against County or any of the County Related Parties, nor shall the Commencement Date of the Term be extended as a result of the above actions. 18. MCC shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by County. MCC shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or gas heating devices, without Counties prior written consent. MCC shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building. 19. MCC shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods) except for machines for the exclusive use of MCC s employees, and then only if the operation does not violate the lease of any other tenant in the Building. 20. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by County. 21. County may from time to time adopt systems and procedures for the security and safety of the Campus, its visitors, staff and guests. MCC, its agents, employees, contractors, guests and invitees shall comply with County s systems and procedures. 22. County shall have the right to prohibit the use of the name of the Building or any other publicity by MCC that in County s sole opinion may impair the reputation of the Building or its desirability. Upon written notice from County, MCC shall refrain from and discontinue such publicity immediately. 23. MCC shall not canvass, solicit or peddle in or about the Building or the Campus. 24. County shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. MCC shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun. 25. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances and exits designated by County, MCC shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the common areas, any pedestrian use, or any use which is inconsistent with good business practice

21 Exhibit A 3260 Kerner Blvd

22 3260 Kerner Blvd Exhibit B Agreement between the City of San Rafael and the County Dated September 12, 2006

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32 3260 Kerner Blvd Exhibit C Performance Transfer Criteria

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42 Sublease th Street, San Rafael, California Suite A and Suite C From the County of Marin to Marin Community Clinics Whereas, County of Marin, a subdivision of the State of California (herein called County ) executed a lease with Aldo J. Nicolai, an individual (subsequently passed to the Aldo J. Nicolai Trust, herein called Lessor ) on October 13, 2015 for Suite A of approximately 1,300 rentable square feet and Suite C of approximately 3,230 rentable square feet for use as dental clinic space (herein called the Lease ) defined as the Premises, attached as Exhibit A ; and Whereas, the Lease term commenced on November 1, 2015 and expires on October 31, 2020; and Whereas, Section 20 of the Lease provides the authority of the County to sublease or assign the Lease to other dental vendors; and Whereas, County wants to sublease the Premises to Marin Community Clinic, a California Non-Profit Corporation dba Marin Community Clinics (herein MCC ) for use as a dental clinic and MCC wishes to sublease the Premises from County. Now, therefor, MCC and County agree as follows: 1. County shall sublease the Premises to MCC effective on November 11, 2017 (the Sublease ) through November 3, 2018 (the Initial Sublease Term ). The date of the commencement of the Initial Sublease Term may be extended beyond November 11, 2017, on the sole discretion of the Director, Department of Health and Human Services, should the Director, Health and Human Services determine that MCC is not ready to begin to provide services under the Sublease. Any such extension of the commencement date of the Sublease shall not change the ending date of the Initial Sublease Term as described herein. If the commencement date is extended, MCC s obligations under the Lease shall not begin until the commencement date specified by the Director, Health and Human Services. 2. County shall deliver the Premises to MCC in AS-IS condition. MCC shall have all the rights and remedies of County as lessee under the Lease, including all rights granted to County by Landlord under Section 15 of the Lease. The parties acknowledge and agree that County has not granted to MCC, and nothing in the Sublease shall be construed or interpreted to grant, any greater rights than County has received as lessee from Landlord under the Lease.

43 3. By August 1, 2018, upon written notice to County, MCC shall notify County whether MCC intends to exercise the option to continue the Sublease from November 4, 2018 through November 1, 2019 (the First Option Term ). If MCC notifies the County that it shall not exercise the option to continue the Sublease under this Section 2, this Sublease shall expire end of day on November 3, If no notice is received by County by August 1, 2018 that MCC shall not exercise its option to continue the Sublease, this Sublease shall automatically continue for the First Option Term. 4. Only if MCC has exercised its option in Section 2 above, or the First Option Term was automatically continued to extend the Sublease under Section 2 above, then by August 1, 2019, upon written notice to County, MCC shall notify County whether MCC intends to exercise the option to continue the Sublease from November 2, 2019 through October 31, 2020 (the Second Option Term ). If MCC notifies the County that it shall not exercise the option to continue the Sublease, this Sublease shall expire end of day on November 1, If no notice is received by County by August 1, 2019 that MCC shall not exercise its option to continue the Sublease, this Sublease shall automatically continue for the Second Option Term. 5. MCC warrants and promises that MCC shall abide by every term, obligation, and condition of the Lease, including but not limited to, the use of the Premises as a dental facility, and the payment of Rent as provided in the Lease. 6. County agrees to maintain the Lease during the entire term of this Sublease and to not take any actions, including failure to pay rent that is not MCC s responsibility to pay rent under this agreement, that would constitute a default under the Lease. County represents to MCC that the Lease is in full force and effect and that no default exists on the part of any party to the Lease. 7. MCC agrees that pursuant to Paragraph 20 of the Lease, this Sublease is subordinate to the provisions of the Lease, and, with no liability to either party, the termination of the Lease by Lessor shall constitute a termination of this Sublease; provided that such termination is through no fault of MCC. 8. County shall indemnify and hold harmless MCC against and from any and all claims arising from County s use of Premises and shall indemnify and hold harmless MCC against and from any and all claims arising from any breach or default in the performance of any obligation on County s part to be performed under the terms of the Lease from and up to November 11, 2017, and any time after the effective date of any such termination of the Sublease pursuant to Section 2 or to Section 3, above. MCC shall indemnify and hold harmless County against and from any and all claims arising from MCC s use of Premises and shall indemnify and hold harmless County against and from any and all claims arising from any breach or

44 default in the performance of any obligation on MCC s part to be performed under the terms of the Lease from the later of November 10, 2017 or the commencement date of the Initial Sublease Term, and any time from and up to the effective date of any such termination of the Sublease pursuant to Section 2 or to Section 3, above. 9. Each party hereto had been provided full opportunity for review of this Sublease by legal counsel. Therefore, no presumption or rule that any ambiguity be construed against the drafting party shall apply to the interpretation or enforcement of this Sublease. 10. If any provision of this Sublease is found by a court of competent jurisdiction to be invalid, void or illegal, such finding shall in no way effect, impair or invalidate any other provision hereof, and such other provisions shall remain in full force and effect. No remedy or election hereunder may be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. This Sublease shall be governed by the laws of the State of California. IN WITNESS WHEREOF, the Parties have entered into this Sublease as of the date upon execution by County, below. MCC Marin Community Clinics By: Date: Title: COUNTY OF MARIN Judy Arnold, President Board of Supervisors Date Approved by Board of Supervisors

45 ATTEST: Approved as to form: Brian E. Washington Deputy Clerk By: Deputy County Counsel

46 Exhibit A Lease between County of Marin and Aldo J. Nicolai for th Street, Suites A and C

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