Free at Last: Community Recovery and Rehabilitation Services
1796 Bay Rd, East Palo Alto, Ca. 94303 · Phone (650) 462-6999 Fax (650) 462-1055

Permit Agreement
between
Free at Last
and
San Mateo County
(Lease No. 1253)

This Permit Agreement (the "Agreement") dated, for reference purposes only, this ____ day of _________________, 2001 by and between Free at Last: Community Recovery and Rehabilitation Services, a California nonprofit corporation, hereinafter called "Permittor," and San Mateo County, a political subdivision of the State of California, hereinafter called "Permittee," is entered into subject to the following terms and conditions:

1. PREMISES AND USE: Permittee is hereby granted permission to exclusively use and occupy one office currently marked Room 106 (collectively, the "Premises") which is located in the Free at Last Community Services Center, 1796 Bay Road, East Palo Alto, Ca 94303. This space shall be used for the purpose of the operation of a nonprofit community service provider for the Permittee's Black Infant Health Program. All services are to be associated with the Prenatal Advantage programs and its work in the East of Bayshore community. No other use is allowed without prior written consent of Permittor. Permittor will provide the following minimum additional services at no additional cost to Permittee:

· A facility, which is open and staffed from 8am-9pm, daily including, holidays.

· PG&E, water and garbage.

· Receptionists at the main entrance to guide traffic and greet clients.

· Maintenance staff to maintain building and bathrooms (Permittee is responsible for cleaning rented areas

and must maintain their personal office space at a professional level of cleanliness).

· Listing on the street placard at the driveway entrance.

· Clients and staff access to drop-in center, including snacks, games and television.

· Mail acceptance and mailbox in the front office.

· Limited additional use of meeting of class rooms when reserved ahead of time through the HR department.

2. TERMS: The permit fee for the Premises shall be Nine Hundred Dollars ($900) per month, payable on or before the first day of each month of this Agreement. The term of this Agreement is for one (1) year commencing retroactive to July 1, 2001 and expiring on June 30, 2002. Upon approval by the Board of Supervisors, Permittee shall pay Permittor the security deposit of $1,000 and all permit fees owing retroactive to July 1, 2001. Upon expiration of the term of this Agreement, this agreement shall continue as a month to month permit. Tenancy may be terminated by either party by providing notice to the other party at least thirty (30) days before the date of termination. The agreement may be immediately terminated by Permittor in the following events.

A)

Non-payment of permit fee for one month; provided that Permittee shall be entitled to notice from Permittor and three business days thereafter to cure such default.

B)

Late payments of permit fee. (a late fee in the amount of fifty $(50.00) will be assessed on the 5^th day of the month if the permit fee is late. If the check is returned, Free at Last will charge the resulting expenses to the Permittee).

C)

Unprofessional conduct by the Permittee; provided that Permittee shall be entitled to notice from Permittor and ten business days thereafter to cure such default or make satisfactory arrangements to ensure that such conduct is not repeated.

A deposit of One Thousand Dollars $(1,000.00) shall be given to Free at Last upon approval by the Board of Supervisors. The deposit will be returned in full at the end of the agreement if the condition of the space is the same (excepting reasonable wear and tear, damage caused by Permittor, and changes to the Premises consented to by Permittor) as it was at the time occupancy began.

Said permit fee can be paid to Permittor at:

Free at Last-Finance Office

1796 Bay Road

East Palo Alto, Ca. 94303

or any such person or place that Free at Last designates in writing on the first day of the month.

3. THIRD PARTY CONSENT: Permittor represents and warrants that any third party consent that may be required in order to permit the use herein has been obtained.

4. ASSIGNMENT: This agreement is not transferable.

5. DAMAGES: The Permittee shall indemnify and hold harmless Permittor for all damage resulting from Permittee's gross negligence or willful misconduct.

6. GENERAL ORPERATING MAINTENANCE: The Permittor, at its cost, will be responsible for all General maintenance and supplies in the facility, which relate to general operations. The Permittee, at its cost, will be responsible for maintaining its Premises and keeping it clean. If the Permittee notices items that require repair throughout the facility, they must fill out a fix-it request form(s) immediately and submit it to the front desk.

7. CHANGES OR ALTERATIONS: Permittee agrees not to make any changes or alterations without the prior specific written consent of the Permittor.

8. RELATIONSHIP: Permittor shall not be deemed a partner or joint venture with Permittee by reason of this permit or any provision hereof.

9. GENERAL LIABILITY INSURANCE: Permittee shall obtain and hold Commercial General Liability Insurance or self insurance for its activities being conducted on the Premises. Permittor must be listed as additional Insured on such insurance and shall be presented with a copy of the certificate of insurance prior to occupancy of the Premises.

10. LICENSES: Permittee shall secure any necessary licenses and approvals applicable to the use of the Premises; in particular, Permittee will secure a "business license".

11. COST TO RECOVER PREMISES: In the event of any action brought by either party to recover

possession of the Premises or to enforce any right of such party thereunder, all reasonable attorney's fees shall be paid by the prevailing party.

12. LAW AND REGULATIONS: Permittee shall at all times occupy and use the Premises in compliance with all laws, rules, and regulations which are applicable to Permittee's use and occupancy of the Premises. Permittee shall make reasonable efforts to comply with Federal law which protects the confidentiality of the attendance of any participants in a drug and alcohol treatment program; provided that Permittee makes no warranty as to knowledge of such law and shall rely upon Permittor to advise from time to time as to any specific requirements. All staff and volunteers of Permittee will be made aware of these regulations and will be asked to comply.

Permittee agrees to operate on a strict non-discriminatory policy in all its activities as required under applicable law.

13. ENTRY BY FREE AT LAST: Permittor shall have the right to enter the premises in the following cases.

A).

In case of emergency.

B).

To make necessary or agreed to repairs, alternations or improvements.

C).

The property has been abandoned or surrendered.

D).

Pursuant to court order.

Reasonable entry pursuant to any of the above conditions will be permitted by Permittee with reasonable

advance notice by Permittor or any individual or entity granted right of entire by Permittor.

14. NOTICES: Any notice or other communication to be delivered to either party under this Agreement shall be in writing and shall be deemed properly delivered and received when delivered (by hand, registered mail, by courier or express delivery service or by telecopier) to the address or telecopier number set forth below by the named of each party below (or to such other address or telecopier number as such party shall have specified in a written notice given to the other party hereto):

If to Premittor:

Free at Last

1796 Bay Road

East Palo Alto, Ca 94303

Attention: Lenita Ellis, CEO

Phone: (650) 462-6980

Fax: (650) 462-1055

If to Permittee:

County of San Mateo

Real Property Division

455 County Center, 5^th Floor

Redwood City, CA 94063

(650) 363-4326

15. ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between the parties and may only be modified in a written document executed by both parties.

Each party executing this Agreement acknowledges receipt of a copy hereof. In witness whereof, this Agreement is duly executed by the authorized signatories of each of the parties hereto.

Date: _____________

Permittor: FREE AT LAST

______________________________

By: Lenita Ellis, CEO

Date: _____________

Permittee: COUNTY OF SAN MATEO

______________________________

Michael Nevin, President

Board of Supervisors

ATTEST:

_____________________________

Clerk of the Board