AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND

Moss Beach Homes, Inc.

For

The administration of a "Change of Placement Program" for dependent children at the Tower House Receiving Home

THIS AGREEMENT, entered into this _____ day of _______________ , 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Moss Beach Homes, Inc., hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of purpose of performing the professional services of administering a Change of Placement Program for dependent children at the County's Tower House Receiving Home located in San Mateo;

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

Exhibits and Attachments

The following exhibits and attachments are included hereto and incorporated by reference herein:

Exhibit A---Program Description

Exhibit B---Responsibilities

Exhibit C---Budget and Payment Schedule

Exhibit CI--Budget Table

Exhibit D---Program Monitoring

Exhibit E---504 Compliance

Exhibit F---Equal Benefits Compliance Declaration Form

Exhibit G---Fingerprinting Certification Form

Exhibit H---Description of Premises

Exhibit I----GE Capital Modular Space Lease Agreement

Definitions

A Change of Placement Program: A “Change of Placement Program” as defined in this Agreement is a program that will provide short-term residence for children who are Dependent Children of the San Mateo County Juvenile Court and are in transition, between foster home placements.

Services to be performed by Contractor

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibits “A” and “B.”

Payments

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein and in Exhibits "A" and “B,” County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation for the first Fiscal Year (FY 2005-06) under this Agreement exceed TWO HUNDRED FIFTY THOUSAND DOLLARS, ($250,000). Payments for future Fiscal Years (FY 2006-07 and FY 2007-08) will be negotiated by the parties and reflected in a form of an amendment to this Agreement.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2005 through June 30, 2008.

This Agreement may be terminated by Contractor, the Human Services Agency Director or her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

Availability of Funds

The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the county learns of said unavailability of outside funding.

Relationship of Parties

Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.

Hold Harmless

Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

Assignability and Subcontracting

Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.

10.

Insurance

The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by Risk Management, and Contractor shall use diligence to obtain such issuance and to obtain such approval. The Contractor shall furnish the Department/Division with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Department/Division of any pending change in the limits of liability or of any cancellation or modification of the policy.

(1)

Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of this Agreement.

(2)

Liability Insurance The Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him/her while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from contractors operations under this Agreement, whether such operations be by himself/herself or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.

Such insurance shall include:

(a)

Comprehensive General Liability . . . . . . . . . . . . . . . . . .

$1,000,000

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .

$1,000,000

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,000,000

County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

11.

Compliance with laws; payment of Permits/Licenses

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

12.

Non-Discrimination

Section 504 applies only to Contractor who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or subject to discrimination under this Agreement.

Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.

Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to

termination of this Agreement;

ii)

disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;

iii)

liquidated damages of $2,500 per violation;

iv)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.

Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.

Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

F. E.

Where applicable, the Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set forth.

13.

Retention of Records, Right to Monitor and Audit

(a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

(b) Reporting and Record Keeping: CONTRACTOR shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the COUNTY.

(c) CONTRACTOR agrees to provide to COUNTY, to any Federal or State department having monitoring or review authority, to COUNTY's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.

14.

Merger Clause

This Agreement, including the Exhibits attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties.

15.

Controlling Law

The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.

16.

Notices

Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:

In the case of County, to:

Patricia Crawford, Human Services Manager

San Mateo County

Human Services Agency

400 Harbor Blvd., Bldg. B

Belmont, CA 94402

650-802-5017

In the case of Contractor, to:

Vernon Brown, Executive CEO

Moss Beach Homes. Inc.

333 Gellert Blvd., Suite 203

Daly City, CA 94015

650-758-0111

17. Contractors' Use of County's Real Property

County will make available to Contractor certain real property described in Exhibit H and leased under terms outlined in Exhibit I and Contractor agrees to occupy and use said property in accordance with all terms, conditions and restrictions as detailed herein and in Exhibit I.

17.1 Base Fee

Throughout the Term beginning on the Date of Occupancy, Contractor shall pay to County as good and valuable consideration ONE DOLLAR ($1) per year for use of described Premises. Said charges shall be automatically deducted from Contractor’s first monthly payment as provided under the Agreement.

17.2 Permitted Use

Contractor shall use and continuously occupy the Premises during the Term solely for the purpose set forth in the Agreement as necessary to meet its obligations under the Agreement and for no other purpose.

17.3 No Unlawful Uses, Nuisances or Waste

Without limiting the foregoing, Contractor shall not use, occupy or permit the use or occupancy of any of the Premises in any unlawful manner or for any illegal purpose, or permit any offensive, noisy or hazardous use or any waste on or about the Premises. Contractor shall take all precautions to eliminate any nuisances or hazards relating to its activities on or about the Premises. Contractor shall not conduct any business, place any sales display, or advertise in any manner in areas outside the Premises or on or about the Property. Contractor shall at the termination of this Agreement surrender the Premises to County in the same condition it was received, normal wear and tear excepted.

17.4 Assignment and Subletting

Contractor shall not directly or indirectly (including, without limitation, by merger, acquisition or other transfer of any controlling interest in Contractor), voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer (collectively, “Assignment”) any part of its interest in or rights with respect to the Premises, or permit any portion of the Premises to be occupied by anyone other than itself, or sublet or license any portion of the Premises (collectively, “Subletting”), without County's prior written consent in each instance.

17.5 Contractor's Alterations

Contractor shall not make or permit any alterations to the Premises or to the heating, ventilating, air conditioning, plumbing, electrical, fire protection, life safety, security and other mechanical, electrical, communications systems of the Premises ("Building Systems"), and shall not make or permit any alterations, installations, additions or improvements, structural or otherwise (collectively, "Alterations"), in, to or about the Premises, without County's prior written consent in each instance. All Alterations shall be done at Contractor's expense in accordance with plans and specifications approved by County, only by duly licensed and bonded contractors or mechanics approved by County and subject to any conditions that County may reasonably impose.

17.6 County's Repairs

County shall repair and maintain the structural portions of the Premises, including the Building Systems and the common areas; provided, however, Contractor shall reimburse County, per terms of Agreement, for any damage, excluding normal wear and tear, caused by any act or omission of Contractor, its Agents or Invitees. For the purpose of making any such repairs, County may use structures in the Premises where reasonably required by the character of the work to be performed, provided that such work shall not block the main entrance to the Parking Lot or Building nor unreasonably interfere with Contractor's business. Contractor waives any claim for damages for any injury or inconvenience to or interference with Contractor's business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned thereby.

17.7 Contractor's Repairs

Contractor shall maintain, at its sole expense, the Premises (including, without limitation, the floors, interior plumbing, electrical wiring, fixtures and equipment) in good repair and working order and in a clean, secure, safe and sanitary condition. Contractor shall promptly make all repairs and replacements: (a) at its sole expense, (b) through the County per the terms of the Agreement or by licensed contractors or qualified mechanics approved by County, (c) so that the same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Premises or the Building Systems, and (e) in accordance with all applicable laws, rules and regulations. Contractor hereby waives all rights to make repairs at County's expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect.

17.8 Utilities and Services

County shall provide basic Building utilities and services including gas, heat, light, water, sewer, and power and Contractor shall pay for cable television service. Contractor must insure that usage of utilities and services If at any time during the Term County has reason to believe that Contractor may be using any utility or service in excess of a reasonable amount, County shall have the right to install a separate meter in the Premises or to take other appropriate steps to measure the amount of utility or service used in the Premises, and the cost of such meter and all corrective measures, and the installation and maintenance thereof, shall be paid for by County.

17.9 Taxes, Assessments, Licenses, Permit Fees and Liens

A. (1) Contractor recognizes and understands that this Agreement may create a possessory interest subject to property taxation and that Contractor may be subject to the payment of property taxes levied on such interest. (2) Contractor agrees to pay possessory interest taxes, that may be lawfully assessed on the possessory interest hereby created and to pay all other taxes, excises, licenses, permit charges and assessments based on Contractor's usage of the Premises that may be imposed upon Contractor by law, all of which shall be paid when the same become due and payable and before delinquency. (3) Contractor agrees not to allow or suffer a lien for any such taxes to be imposed upon the Premises or upon any equipment or property located thereon without promptly discharging the same, provided that Contractor, if so desiring, may have reasonable opportunity to contest the validity of the same.

B. Contractor shall pay any taxes or other impositions levied or assessed upon Contractor's Personal Property, at least ten (10) days prior to delinquency, and shall deliver satisfactory evidence of such payment to County upon request.

17.10 Waiver

The waiver by either party hereto or any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach thereof. No failure by County to insist upon the strict performance of any obligation of Contractor under this Agreement or to exercise any right, power or remedy arising out of a breach thereof, irrespective of the length of time for which such failure continues, no acceptance of full or partial Base Fee during the continuance of any such breach, and no acceptance of the keys to or possession of the Premises prior to the expiration of the Term by any Agent of County, shall constitute a waiver of such breach or of County's right to demand strict compliance with such term, covenant or condition or operate as a surrender of this License. No express written waiver of any default or the performance of any provision hereof shall affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. One or more written waivers of default or the performance of any provision hereof shall not be deemed to be a waiver of a subsequent default or performance. Any consent by County hereunder shall not relieve Contractor of any obligation to secure the consent of County in any other or future instance under the terms of this License.

17.11 Compliance with Laws and Regulations

Any requirements relating to Contractor’s use of the premises shall be the responsibility of Contractor. Contractor shall faithfully observe in the use of the Premises municipal, county, state and federal laws and regulations, provided that Contractor shall not under any circumstances be required to make major changes to the structure or to the utility systems in order to meet building, planning or zoning codes; any such changes shall be the sole responsibility of the County.

17.12 Surrender of Use of Real Property

Upon the Expiration Date or other termination of the Term of this agreement, Contractor shall immediately peaceably quit and surrender to County the Premises together with the any Improvements and all Alterations approved by County in good order and condition, except for normal wear and tear after Contractor's having made the last necessary repair required on its part under this agreement, and further except for any portion of the Premises condemned and any damage and destruction for which Contractor is not responsible hereunder. The Premises shall be surrendered free and clear of all liens and encumbrances other than liens and encumbrances existing as of the date of this Agreement and any other encumbrances created by County. Immediately before the Expiration Date or other termination of this Agreement, Contractor shall remove all Personal Property as provided in this agreement, and repair any damage resulting from the removal. Notwithstanding anything to the contrary in this Agreement, County can elect at any time prior to the Expiration Date or within thirty (30) days after termination of this Agreement, to require Contractor to remove, at Contractor's sole expense, all or part of any Improvements, Alterations or other improvements or equipment constructed or installed by or at the expense of Contractor. Contractor shall promptly remove such items and shall repair, at its expense, any damage to the Premises or the Building resulting from such removal. Contractor's obligations under this Section shall survive the Expiration Date or other termination of this License. Any items of Contractor's Personal Property remaining in the Premises after the Expiration Date or sooner termination of this Agreement may, at County's option, be deemed abandoned and disposed of in accordance with Section 1980 et seq. of the California Civil Code or in any other manner allowed by law.

17.13 Severability

If any provision of this agreement or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this License, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.

17.14 No Recording

Contractor shall not record this Agreement or any memorandum hereof in the public records.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

COUNTY OF SAN MATEO

By:

President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

Moss Beach Homes, Inc.

Contractor’s Signature

Date: