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HomeMy WebLinkAboutItem 07 -Memorandums of Understanding with Workforce Innovation and Opportunity ActCommunity Development Agency www.santa-ana.org/cd Item # 7 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 15, 2025 TOPIC: Memorandums of Understanding with Workforce Innovation and Opportunity Act Partners AGENDA TITLE Memorandums of Understanding with Workforce Innovation and Opportunity Act Partners RECOMMENDED ACTION Approve Memorandums of Understanding with the Santa Ana WORK Center, Rancho Santiago Community College District, Employment Development Department, Department of Rehabilitation, SER Jobs for Progress, United American Indian Involvement, Inc., Long Beach Job Corps, Community Action Partnership of Orange County, and City of Santa Ana Housing Authority (Family Self -Sufficiency Program) setting the terms for the sharing of resources and expenses associated with the operations of a comprehensive One -Stop center, for a three-year term expiring June 30, 2028, and authorize the City Manager to execute amendments during the term that adjust shared operational expenses and make non -substantive changes to comply with changes in federal or state law; provided all other terms and conditions of the MOU remain the same and approved by the City Attorney (Agreement No. A-2025-XXX). 2. Approve a second amendment to Sub -Lease Agreement and Memorandum of Understanding with the County of Orange, Social Services Agency to extend the term through June 30, 2028 and authorize the City Manager to execute amendments during the term that adjust shared operational expenses and make non -substantive changes to comply with changes in federal or state law; provided all other terms and conditions of the MOU remain the same and approved by the City Attorney (Agreement No. A-2025-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Workforce Innovation and Opportunity Act (WIOA) of 2014 is the primary federal legislation governing the public workforce development system. The Act mandates that Local Workforce Development Boards (LWDBs) establish Memorandums of Understanding (MOU) with all required One -Stop partners to define the cooperative relationships and shared responsibilities in providing seamless services to job seekers Memorandums of Understanding with Workforce Innovation and Opportunity Act Partners July 15, 2025 Page 2 and employers. Since the implementation of WIOA, the City has maintained active partnerships with a range of workforce development agencies and service providers, both co -located and non co -located, through MOUs. These partnerships have enabled a coordinated, client - centered approach to delivering employment and training services across the local workforce area. Existing MOUs have fostered collaboration, streamlined referrals, and aligned resources to better serve job seekers and employers. To continue supporting these partnerships, the City will renew and update MOUs in accordance with current WIOA guidelines and partner agency roles. For co -located partners, this includes reviewing and revising Infrastructure Funding Agreements (IFAs) to ensure equitable cost -sharing for the operational expenses of the comprehensive America's Job Center of California (AJCC) (Exhibit 1 a, Exhibit 2, and Exhibit 3). For non co -located partners, the City will reaffirm shared commitments to service coordination, referral protocols, and performance accountability, while maintaining the non -fiscal nature of the agreement (Exhibit 1 b). These actions aim to strengthen service integration, reinforce mutual responsibilities, and ensure compliance with WIOA regulations while promoting efficient service delivery throughout the workforce system. The City Council approved the master lease agreement for the office space at 801 W. Civic Center Drive on June 6, 2023. The Community Development Agency's Economic Development Division administers and coordinates the workforce and economic development programs and activities for the City through partnership with the Santa Ana Workforce Development Board (SAWDB). The MOU governs the operation of the Santa Ana WORK Center, which is the City's designated Comprehensive One -Stop System under WIOA. The MOU outlines the services to be delivered through the One -Stop System which include, but are not limited to, partner responsibilities, referral process, access for people with disabilities, shared technology, confidentiality, grievance procedures, procedures for amendment, and other administrative and operational provisions that are consistent with the WIOA. In addition, the MOU addresses strategies for sustaining the unified system through resource sharing and joint infrastructure cost allocation. The Infrastructure Funding Agreement is based on services currently provided in the Santa Ana WORK Center located at 801 W. Civic Center, Suite 200, Santa Ana, CA. Below is a list of programs and provider organizations that the SAWDB is required to have an MOU with: Program Organization Co -Located or Not WIOA Title I — Adult, Dislocated City of Santa Ana Co -Located Partner Worker and Youth WORK Center Memorandums of Understanding with Workforce Innovation and Opportunity Act Partners July 15, 2025 Page 3 WIOA Title II — Adult Education and Santa Ana College/Rancho Non Co -Located Literacy Santiago Community College Partner District WIOA Wagner-Peyser, Veterans, California Employment Co -Located Partner Trade Adjustment Assistance Act Development Department WIOA Title IV Vocational California Department of Co -Located Partner Rehabilitation Rehabilitation Carl Perkins Career Technical Santa Ana College/Rancho Non Co -Located Education Santiago Community College Partner District Title V Older Americans Act SER — Jobs for Progress Co -Located Partner Job Corps Long Beach Job Corps Non Co -Located Partner Native American Programs — United American Indian Non Co -Located Section 166 Involvement, Inc. Partner Community Services Block Grant Community Action Non Co -Located Partnership of OC Partner City of Santa Ana Housing and Urban Development Housing Authority (Family Self- Co -Located Partner Sufficiency Program) Unemployment Compensation (UI) California Employment Co -Located Partner Development Department Temporary Assistance for Needy Orange County Co -Located Partner Families/CaIWORKS Social Services Agency FISCAL IMPACT Funds for the WORK Center's share of the operation costs for FY 2025-26 are budgeted and available. The table below reflects the estimated amounts to be received from the State of California Employment Development Department (EDD), County of Orange Social Services Agency (SSA), SER Jobs for Progress, Inc., State of California Department of Rehabilitation, and Santa Ana Housing Authority's Family Self -Sufficiency Program, for the duration of the MOU. The partner organizations will be invoiced monthly for their share of the AJCC operations and the funds will be deposited upon receipt into the following accounts: Account No. Account Description PY 2025-26 Total 12318002-57960 WIOA Revenues: Rental of Property $349,705 $349,705 12318751-various One Stop Program: Various $85,186 $85,186 TOTAL $434,891 $434,891 Memorandums of Understanding with Workforce Innovation and Opportunity Act Partners July 15, 2025 Page 4 EXHIBIT(S) 1a. Memorandum of Understanding — Co -Located Partners 1 b. Memorandum of Understanding Boilerplate — Non -Co -located Partners 2. Sub -Lease and Memorandum of Understanding — County of Orange Social Services Agency 3. Memorandum of Understanding — City of Santa Ana, Workforce Development Board and Santa Ana Housing Authority Submitted By: Michael L. Garcia, Executive Director, Community Development Agency Approved By: Alvaro Nunez, City Manager EXHIBIT 1A Memorandum of Understanding For �1 Santa Ana Workforce Development Board and the Employment Development D rtment Wagner-Peyser and Employment Development Dep tment Unemployment Insurance Santa Ana WORK Center Santa Ana Housing Authority Department of Rehabilitation SER Jobs for Progress EXHIBIT 1A MEMORANDUM OF UNDERSTANDING 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 78.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Amb Additionally ring and allocation of infrastructure costs among AJCC Partners is governed by WIOA s 1(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform A mini Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform at 2 CFR part 200. 2) AJCC Partner The parties to this MOU are e City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the Emplo nt D velopment Department Wagner-Peyser and Employment Development Department Unemp oyment Insurance ("BDD"), a collocated one -stop AJCC Partner located at the Santa Ana WORK Center W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3) PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and EDD, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the fr work for providing services to employers, employees, job seekers and others needing workfo services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION The term of this MOU shall commence July 1, 2025 and terminate June 30, 2028, unless earlier terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the Parties shall be obligated to perform such duties as would normally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality. This MOU will remain in effect until the termination date, unless one of the conditions in Paragraph 32 occurs. EXHIBIT 1A 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana' sts on integrating current and future resources through its SAWDB Partners. Integratio Nh, n partnering or assembling multiple funding sources. It means making cert tts of the workforce support system work together to create inviting and seamless sereer a client enters the system. Santa Ana's vision is sensitive to the needs of its unique phis* The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in wh ch Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and fu orkforce through classroom pre -training and training activities, plus on-the-job traini g nd workforce skill enhancement activities; d) Offering career pathway programs for both a eyed and employed adults and youth; e) Increasing access to jobs for disconnectecl and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizationsnd establiaiwd institutional resources; and, ®®400 g) Assuring funding from all public, private, and other sources suppo f its programs. 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714) 565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by 3 EXHIBIT 1A reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and ref als provided at the SAWC by AJCC Partners may include, but are not limited to, the followi 1. eer Services:a%ft igib etermination; b. Out ke, and orientation to information and services; c. Initi ment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on j b skills needed to obtain the vacant jobs; and, iii. Information relating to u2 emand occupations, including earnings and opportunities for advanc ent; e. Provision of performance and in cost information on the Eligible Training Provider List ("ETPL") eligible rograms by program and type of provider f. Provision of information in acc ptable ats and languages that identify actual performance against performanc&,accou ity measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs hancial aid assistance for training and education programs not funded throug I;e<1sq4 . 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill ice needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and; c. Development of Individual Employment Plan (IEP) to idenpals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; 4 EXHIBIT 1A i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Trams Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Shill upgrading and retraining; g. E repreneurial training programs; h. tional jobs; readiness training provided in combination with any of the aforementioned ainin ices; j. Adu on and literacy activities, including: activities of English language acqu rid, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships an work exg^Ences that are linked to careers; and, m. English language ac _ do d integrated education and training program. 4. Employer Services: a. Recruitment and other business es on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREME The SAWDB will procure the AJCC Operator through ompetitiveocess in accordance with the Uniform Guidance Cost Principles contained in the ' niform Anistrative Requirements, Cost Principles, and Audit Requirements for Federal Awards a 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB approv d exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and Participation in Planning and Development. The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 12l(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: EXHIBIT 1A i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to ollaborate and reasonably assist each other in the development of necessary service delive ocols for the services outlined in this MOU. Parties agreth�ions contained herein are made subject to all applicable federal and state laws, imp em ""Vlations, and guidelines imposed on either or all the parties relating to privacy rights of s, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: i. Section 188 of the WIOA Nondiscrimin and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published Decemb* 2, 201 ; ii. Title VI and VII of the Civil Rights Act of 1964 blic Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended V. The Jobs for Veterans Act (Public Law 107-288) pertainino priority of service in programs funded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TEGL) 37-14, Updat n p ying with Nondiscrimination Requirements: Discrimination Based on Gen Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Disc ination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; ix. The Age Discrimination Act of 1975, as amended; M EXHIBIT 1A X. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv xv. The( State ity requirements governing the use of confidential information held by the (20 CFR part 603); and, ch, and all requirements imposed by the regulations issued pursuant The Parties agree tM ach other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJtQk#AORTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality i provement. Partner will further promote system integration to the maximum extent feasible th a. Effective communication, information tardion with the AJCC operator; b. Joint planning, policy development, and c. Commitment to the joint mission, vision, goals, Chtegies, and_2erformance measures; d. The design and use of common intake, assessor 1, aad case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non -fit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 7 EXHIBIT 1A 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Devel erials summarizing their program requirements and making them available for Pa ustomers; 011* c. Da dAO ommon intake, eligibility determination, assessment, and registration forms, as ap !■ d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate wato ' ro he referral process, including the use of customer satisfaction surveys; !L f. Commit to robust and ongoinglbn,101t,., n required for an effective referral process; g. Commit to actively follow up on the rejrts of rals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC ero*gra se es, activities, and resources shall be made available to all customers as approp ate; j. Ensure that referrals will be made via email or other electronic deans; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 10) SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision 0 EXHIBIT 1A The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Changes in work assignments or concerns regarding the responsibilities of parties are to be handled between the site supervisor and Partner management b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. Partner§StOffice Hours The officeartner staff at the AJCC will be established by the Partner. All Partner staffwill comrcorresponding holiday schedule and will provide a copy of their holiday scheduleto�� SAWC at the beginning of each fiscal year. d. Building AcNdr * All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows hem to enter and exit the parking lot. It is all individual staff s responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsibefoall legally -required employee benefits. In add all other parties harmless from all matters relating to including compliance with social security withholding, regulations governing such matters. Ing to, or on behalf of, its employee(s), y shall be solely responsive and hold payment of each party's employee(s), workers' compensation, and all other 11) AJCC OPERATING BUDGET `1` The purpose of this section is to establish a financial plan, includin to nd conditions, to fund the services and operating costs of the local AJCC. The parties to this Mgree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the 'operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; EXHIBIT 1A d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's gh-standard AJCC. It includes the following cost categories, as required by WIOA and its,^Ltnenting regulations: low I a. Intr ure is (also separately outlined below in the Infrastructure Funding Agree nt) , b. Career sery ' c. Shared sery 'A All costs contemplated must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relativ benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingl . The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable ksis to ensure costs are shared appropriately. All Partners must negotiate in good faith and see^tablish outcomes that are reasonable and fair. All Partners must adhere and reference the ru regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporatedherein by reference. 12) INFRASTRUCTURE FUNDING AGREEMEN The Infrastructure Funding Agreement ("IFA") contains thtinfrastructure costs budget that is an integral component of the overall AJCC operating budge . The IFA 154mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 67 0 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other stem Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities, maintenance and services; c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. 10 EXHIBIT 1A Any changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAVWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each mo th. 14) INF URE COST ALLOCATION METHODOLOGY a. Rent s shall be based only on the base rent and common area maintenance (CAM charges). nt is derived from the total assigned square footage, calculating the percentage of usa CC Partner and applying that percentage to the common area square footage. Assigned sq re footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The,Lase rent has an annual increase of no more than 3% over the ten-year life of the Office Leasjr ument (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities, Maintenance and services: is s includes telephone services, which includes voice -mail on AJCC Partners' phone . Cost aff phones are charged based on the 14, AJCC Partner's assigned space. Common area phone will be charged according to space allocation. Security guard services are also included in this section and are allocated based on the percentage of space usage. Security guard services will increase by alU&oximately 4.5% annually. * c_ Equipment: Public computer are shared and available to all 2nts.ese are allocated on the AJCC partner's assigned space percentage. dd_ Te�and Internet Access C'nst..c: Cost of printers and copiommon use that are connected to the internet, and other technology that may become necessary for shared use are allocated based on the AJCC partners percentage of space usage. 15) INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non - infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the 11 EXHIBIT 1A infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or service contributed by a Partner program and used by the AJCC. c. Thir kind Contribut ace equipment, technology, non -personnel services, or other like items to support the t sts associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC or, Support the proportionate share of AJCC infrastructure costs of a specific Partner 8.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CF 7 ]. 16) OTHER AJCC DELIVERY SYSTAN COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizi federal statute (or fairly evaluated in -kind contributions) to share the additional costs r to the operation of the One -Stop delivery system. These costs may be shared through cash, non-c r , or third -party in -kind contributions. As required by WSD18-12, the amount of fund that th IC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. N -A& a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clien as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Seices Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 12 EXHIBIT 1A 17) DATA SHARING Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a. gusto pros b. The therein, as laws; c operly secured in accordance with the SAWDB's policies and safeguarding of PII; disclosure of customer education records, and the PII contained FERPA, shall comply with FERPA and applicable State privacy ,qWW A All confidential data contained in Unemployment Insurance wage records protected in accordance with the�quirements set forth in 20 CFR part 603; must be d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set, rth in 34 CFR 361.38; e. Customer data may be shared wi othe grams, for those programs' purposes, within the AJCC network only after the info med w consent of the individual has been obtained, where required; f. Customer data will be kept confidential, consistent Federal and State privacy laws and regulations; and, g. All data exchange activity will be conducted in machine r ble format, such as HTML or PDF, for example, and in compliance with Section 508 of t e Rehab itation Act of 1973, as amended (29 U.S.C. § 794 (d)). All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA-protected education records, confidential information in UI records, and personal information in VR records. 13 EXHIBIT 1A 18) CONFIDENTIALITY There are strict confidentiality requirements under State and Federal laws, as well as local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party wi re that access to software systems and files under its control that contain PII or other pe onfidential information will be limited to authorized staff members who are assigned itie 'n support of the services and activities described herein and will comply with applica Xation y expressly agrees to take measures to ensure that no PH or other personal or confid is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is peinitted by applicable law, the appropriate data sharing agreements will be created and required c. identi lity and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requiremen n 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-pro customer education records and the PII contained therein, any such data sharing agreement -rust comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information con d in VR records, any such data sharing agreement must comply with all of the requirements se, orth V4 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 20) ACCESSIBILITY Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, 14 EXHIBIT 1A regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of. (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or entail disability of a qualified individual with a disability. 22) GRIEV ND COMPLAINTS PROCEDURE The City is r red am a procedure for grievance and complaints per the WIOA. The AJCC Partner O*Nestablish and maintain a procedure for grievance and complaints as outlined in WIOA. ess for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner furthe agrees to unicate openly and directly to resolve any problems or disputes related to the provision o rvi in a cooperative manner and at the lowest level of intervention possible. All Partii a to i orm each other immediately when a customer violates an established policy that ld re em to be banned from the center or involves police authorities. 23) AMERICAN'S WITH DISABILITIES ACT A ' MENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC P ers are in compliance with the ADA. 24) HOLD HARMLESS/INDEMNIFICATION/LIABILITY In accordance with provisions of Section 895.4 of the California Government Code, each'signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified'in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 15 EXHIBIT 1A 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 26) DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agen y maintain a drug -free workplace. The recipient must notify the awarding office if an employee recipient is convicted of violating a criminal drug statute. Failure to comply with thesOa nts may be cause for suspension or debarment under 2 CFR part 180, as adopted brtment of Education at 2 CFR 3485, and the U.S. Department of Labor regulatio�. 27) CERTIFICA ING LOBBYING All parties shall comply yrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not by fe eraltities using federal funds and will disclose lobbying activities as required by law and r�plations. 28) DEBARMENT AND SUSPENSION ; All parties shall comply with the debarment a susp and 2 CFR part 180 and as adopted by the U.S. epart the U.S. Department of Education at 2 CFR 3485. 29) PRIORITY OF SERVICE n requirements (E.0.12549 and12689) of Labor at 29 CFR part 2998 and by All parties certify that they will adhere to all statutes, regulations, olicies, and plans regarding priority of service, including, but not limited to, priority of service ' or veterans and their eligible spouses, and priority of service for the WIOA title I Adult program�as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA ,sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 16 EXHIBIT 1A 31) SALARY COMPENSATION AND BONUS LIMITATIONS Each parry certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 15-22, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2023; Final PY 2023 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2023, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensatio and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess Federal Office of Personnel Management Executive Level II. 32) T O This MOU will re ct until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due o lack of funding shall notify the other parties as soon as the party has knowledge that funds maybe unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by su nt federal law; c. Local area designation is changed under WIOA; and, d. A parry breaches any provision of this MOU a breach is not cured within thirty (30) days after receiving written notice from the SA air (or designee) specifying such breach in reasonable detail. In such event, the non-breiching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene w in thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representativ2 of the participating parties, and approved by the Chief Local Elected Official or his/her desige. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this,MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: 17 EXHIBIT 1A City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 PARTNER: Employment Development Department 801 West Civic Center Drive, Suite 200 Santa Ana, CA 92701 34) INSURANC The AJCC Pa gree that their current in force insurance or self-insurance coverage programs shall apply r oper ions performed under the Workforce Innovation Opportunity Act and at the SAWC, ludi., mercial general liability, business personal property, workers' compensation and ishonesty/crime coverages. The City of Santa Ana shall be named as additional ins ndorsement to the commercial general liability and employee dishonesty/crime ins e policies and the coverage shall be primary and non-contributory with regard to the City. '. 101 35) AUTHORITY AND SIGNATURES ,, The individuals signing this MOU and its attach ts, which are incorporated herein by reference, have the authority to commit the party they re ° to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, an er System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Con utions Attachment 5: Office Lease EXHIBIT 1A IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVE O FORM: SONIA R. C VA City Attorney By: Andrea Garcia -Miller Assistant City Attorney FOR SANTA ANA WORKFORCE DEVE worKrorce ueveiopmeni tsoara t-nair CITY OF SANTA ANA Alvaro Nunez City Manager RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency ENT BOARD FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Employment Development Department Wagner-Peyser & nemPloyment Insurance AJCC Partner Deputy Division Chief Date 675 Placentia Avenue, Suite #330, Brea. CA 92821 Employment Development Administrator Date 7000 Village Dr., Ste 91 I O_ Buena Park, CA 90621 19 EXH I BdTttAhAnent 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult, Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title II Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser E oyment WIOA title III Wagner-Peyser Employment ment Services, authorized under the Wagner-Peyser Yes ment (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Veterans Development Jobs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development au orized under chapter 2 of title II of the Yes Department (EDD) T ct of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (UI) Development Unemploy nt Insurance (UI) programs under No Department (EDD) state un ment compensation laws. State Department of WIOA title IV Sta e Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance fo Needy Families for Needy Families Agency -Family Self- (TANF), authorized uncle part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions II & III Program (SCSEP), authorized and r title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American United American Indian Indian and Native American Programs (Section Programs Involvement, Inc. 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 EXH I BATtta 8h4hent 1 AJCC Partners Location and Map -A 'at iA AW. - 55 CU40 Hal G NM IL � 44' M SANAA.CLMA � � sAMA C1ARA Ar'_ 1 r /Z 17TH 5T r � • � . MM1ASHMiIGiON Aff 3 ONC CEWS M • x STIs Si • wmI no IL lsr St ' Ir J ►� � � 9 ❑ G M , Es'AGICiR y{ N •( V W c � wwln�l+ AY y �� ss sEc�sTtloA1 ALTCIM MACANTHM N. � a � � � m � sta'�ctowat � N Suds Ana wDwCenlar O Cantonnial Adult Eduudan 294a W. Edinger Ave. 5tata Departrnant & © Rehabilitation lorg F; ach lab Corps 1970 Santa FQ km. Ammo's Job Cantor of Csliiornia Td9 The City Drive, Suits 110 L"-.g "ch CA 9rA t C W1 W.GiicCartmr Dr. Santa Ana. CA927N Orargq CA 42868 Strata Ar►& CA92101 A9an ArnQrion Pad-nam 3 Sarga Ana CdbgQ 1530 W. 1 Tth St yowl Services Agency 1928 S. Grand Arne. g Senior Canto Ban fy. Fmpio7rhnt Oavaloprrwrx Dwart—nt Santa Ana. U 927oo Sarta Arai. CA 927M 5areta Anna.a. U A 9I701 Stara Dopwbnont of Rehabditabon O.0 5odW Sarwes Agency Goadrrtll Industries Colkwp A Wbrkforca Pr rabvr Cantor spa CTUlbopVallay High Sdwol 1 ism S Greart %mington Education Cantu 1 132s E aft St. SEWSankw Aid Program � :/ Santa And U 92 Tn 1 1572 N. ilAiin S2. Santa Ma. U 927Da 92 Laarnalik Oranip, CA 92867 Attachment 1 EXHIBIT 1A SANTA ANA AJCC Partner Services Attachment 2 SANTA ANA AJCC Partner Services Service Partner Name Entity/Program Career Training Employer Delivery Method Title I Adult, DW, Youth City of Santa 1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15, 1 2 5 7 9 1 2 3 4 5 6 7 8 FT T B P O , 16,17 Rancho Santiag Adult Education/ Literacy Community College 2, 3, 12, 14-15, 17 1,8 B, P, O District Employment Development Wagner-Peyser Department (EDD) 1 2 4 5 6 8 9 10 17 " ' 2 3 416 7 8 1" ' FT PT T A B P V " ' Veterans (Jobs for Veterans Employment Development 1,2,3,4,5,6,8,9 10,11, State Grant) Department (EDD) 12,13,14,15 1 2 3 4 ,6,7 FT,T,A,B,P,V Trade Act (Trade Adjustment Employment Development Current progr m is expired Assistance) Department (EDD) Unemployment Compensation Employment Development 1,9 8 T,A,B Department (EDD) State Department of 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13, 14, 15, DOR Eligible: 1, 1, 2, 4 DOR PT, FT Vocational Rehabilitation Rehabilitation 16,17 2, 3, 4, 5, 6, 7, Eligible: 3, 5, 8, 9, 8 Social Service Agency - TAN Family Self -Sufficiency Carl Perkins Career Technical Rancho Santiago Education Community College District Senior Aid Program Regions II & III SER-Jobs for 1, 2, 3, 4, 8, 10, 11, 12, 13, 15, 16 1, 2, 5, 7 PT, T, B Title V Older Americans Act Progress, Inc. Job Corps Long Beach Job Corps Native American Programs United American Indian (Section 166) Involvement, Inc. EXHIBIT 1A SANTA ANA AJCC Partner Services Attachment 2 Housing &Urban Development Housing Authority 1,2, 3, 4, 8, 10,13, 15,16,17 FT, B, P, O CAREER SERVICES: Basic Career Serv*ces (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring taff involvement generally provided to individuals unable to find employment through basic career services, and deemed d of more concentrated services to obtain employment; or who are employed but deemed to be in need of more conc ices to obtain or retain employment that allows for self-sufficiency. Basic Career Services 1. Eligibility Determinate, -his is the process of obtaining and documenting information about an individual's circumstances and comparing that imation with the criteria set by an agency or program to decide if the individual qualifies for participation. 2. Outreach, Intake and Orientation. Outr ach Nivities involve the collection, publication, and dissemination of information on program services availa le and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic ation, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or me. for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is'the - sof providing broad information to customers in order to acquaint them with the services, programs, staff, and other r rces at the Santa Ana Work Center, or its partner agencies. 3. Initial Assessment: For individuals new to the workforce cyst 1 assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and su rtive service needs in order to recommend next steps and determine potential referrals to partners or community resources. 4. Job Search, Placement Assistance, and Career Counseling: Job Searc s an. individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, o e tion`to the labor market, resume preparation assistance; referrals to job openings, placement services, job se rch work hops, vocational exploration, and re-employment services such as orientation, skills determination, and pre -layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of ocWational and industrial information. W 5. Employment Statistics -Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI) 6. Eligible Provider performance and program Cost Information: Collect and provide information on: A. Eligible training service providers (described in WIOA Section 122) 2 EXHIBIT 1A SANTA ANA AJCC Partner Services Attachment 2 B. Eligible youth activity providers (described in WIOA Section 123) C. Eligible adult education providers (described in WIOA Title II). A, D. ostsecondary vocational educational activities and vocational educational activities available to school dropouts Carl Perkins Act (20 USC 2301). E. Eligible v rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973). 7. Local Performance outcomes. and provide information on the local area's recent performance measure 8. Supportive Services' Infor n: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs -related paym Kinflo ssaryto enable an individual to participate in employment and training activities. 9. Unemployment Compensation: Provatio ,. filing claims for state benefit payments that protect individuals from economic insecuri k for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center. 10. Eligibility Assistance: Provide guidance to indivi ty for other programs and on financial aid assistance for training and education programs that are available in the loca ea. _.V 11. Follow -Up Services: Services provided to participants who the first day of the employment. These services assist those employment. in unsubsidized employment, for not less than 12 months after to t ain employment or qualify for promotions with that 12. Comprehensive and Specialized Assessments: A closer look at the skills levels and sere needs that may include: A. Diagnostic Testing and use of other assessment tools; and B. In-depth interviewing and evaluation to identify employment barrNandpropriate employment goals. 13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals. 3 EXHIBIT 1A SANTA ANA AJCC Partner Services Attachment 2 14. Group Counseling 15. Individual Counseling and Career Planning 16. Case Managemovor participants who receive training services under WIOA Section 134(d)(4). 17. Short -Ter tional Services: Can include development of learning skills, communication skills, interviewing skills, punctu ersonal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or trainin Training Services: Services offered through a prov der to help individuals upgrade their skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include: 41 1. Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical func ionsvired by certain occupational fields at entry, intermediate or advanced levels. 2. On -the -Job Training (OJT): Training by an empl at is provided to a paid participant while engaged in productive work that is limited in duration, provide or skills essential to the full and adequate performance of the job, and reimburses the employer for the co th training the OJT trainee often calculated based on a percentage of the trainee's wages. ­V 3. Workplace and cooperative education: Programs that coworkplace training with related instruction which may include cooperative education programs 4. Training programs operated by the private sector 5. Skills upgrading and retraining: Courses that prepare persons for entrance into a neccupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increas d wa`N. This includes courses that develop professional competencies that are particularly relevant to a vocational occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry -recognized certification or credential. T 6. Entrepreneurial training 7. Job -readiness training M EXHIBIT 1A SANTA ANA AJCC Partner Services Attachment 2 8. Adult Education and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law and lack basic educational skills to enable the individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to read, write, andIft in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job, 9. Customized ng: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted mmitment by the employer to employ an individual upon successful completion of the training and for whic �� oyer pays for a portion of the cost of training. Employer Services: Santa Ana Work Center servos employers include: 1. Employer needs assessmenl®�valuationAof employer needs, particularly future hiring and talent needs. 2. Job posting: Receiving and fillin enin s; searching resumes; providing access to a diverse labor pool. 3. Applicant pre-screening: Assessing can to the employer's requirements and hiring needs; referring candidates based on their knowle , ski to relative to the employer requirements. 4. Recruitment assistance: Raising awareness of emp oyers penings and attracting individuals to apply for employment at a hiring organization. Specific activities may e sting of employer announcements, provision of job applications, and hosting job fairs and mass recruitment': 5. Training assistance: Providing training resources to enable employers to upWade employee skills, introduce workers to new technology, or to help employees transition into new po S. 6. Labor Market Information: Access to information on labor market trend , statistic , and other data related to the economy, wages, industries, etc. 7. Employer information and referral: Provision of information on topics of interest to empli*rs such as services available in the community, local training providers, federal laws and requirements tax information, apprenticeship 8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc. 9. Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labor- management committees, peer counseling, etc. EXHIBIT 1A SANTA ANA AJCC Partner Services Attachment 2 Servic Delivery Codes: How will your agency provide the services indicated`.' Code Method Description FT On -Site Staff Full Time T On -Site Staff Part Time T Access Via Telephone A Access Via Automated System B Orochurefflandout P Posting at One -Stop Center Other NA NOW pp lift le EXHIBIT 1A Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure and Other Costs Budget 2025-2026 Cost Category/ Line Item Base Rent Cost Details ncl. Janit al, Maint and Utilities CAM Charges Operational Cost 2% Management Fee 1.7 Parking Parking Overages Telephone Services Total Rent Dial Tone and Voice Mail Shared Phones by usage percentage Security Guard 1040 hrs x $30.18 1040 x $31 69 Equipment Public Computers Total Utilities/Maintenance Resource Room Computers (21) Computer Lab Computers (21) **Tech & Access Costs Access System/Card Total Equipment Key Card System Data & Phone Cabling Cabling Information Technology Cost Wireless Network Bridge MaintenancE ***Copiers (Annual) Resource Room used by clients Copy room Copier for staff only Total Technology and Access Lease & Infrastructure Total Attachment 3 EDD 9448.78 48.90% Monthly Cost Annual Cost Monthly Property Rent 23,556.90 Total Monthly Rent and Equipment Cost 23,556.90 Total Annual Rent and Equipment Cost 282,682.8 471.14 471.14 5,653.E 414.60 414.60 4,975.2 733.56 733.56 8,802.7 523.6 6,284.0 $25,176.20 $25,176.20 523.67 $302,114.40 6,284.0 24.7 297.4 - 24.78 297.3 2,673.14 2,673.1 32,077.6 5 $6,581.47 $2,673.14 $3,221.59 $38,659.08 1,, 64.7 3,976.E 1,164.72 13,976.E 1,164.71 13, 76.E 1,164.721 13,976.E $2,329.44 7,953.33 $2,329.44 $27,953.28 53.17 638.04 53.17 638.0 34.19 410.28 34.19 410.2 $87.36 $1,048.32 $87.36 $1,048.32 $2,965.25 $35,583.12 $27,849.34 $30,814.59 $369,775.0 ** Technology and Access Costs are all based on percentage ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged EXHIBIT 1A Attachment 3-1 Applicable Career Services Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infras a cost sharing, other system costs, including "Applicable Career Services" are not I the non -personnel costs and should include all costs related to the administrat nd del ery of those services. Applicable Career Services DOR Career Services: $589,069.89 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market formation (5) • Eligible Provider performance and in Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) i • Eligibility Assistance(10) • Follow -Up Services(11) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $2,356,279.58 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) EXHIBIT 1A Attachment 3-1 Applicable Career Services Employer Services $0 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Car rvice Cost P, $2,945,349.48 EXHIBIT 1 A Attachment Comprehensive Cost Allocation and Partner Contributions Partner Program Squa Footage Pai ed on ng / nt Ratio of Total Square Footage Monthly Property Rent* CAM Charges Operational Cost and Management Fees Monthly Charges Monthly Rent + and Charges Amount: In- Kind Partner Contributions Yearly Career Services** EDD 9448 .90% $ 23,556.90 $ 885.74 $ 6,371.95 $ 30,814.59 $ 2,542,122.41 Santa Ana WORK Center (City of Santa Ana) 5955.50 30.8 % $ 14,847.73 $ 1,375.51 $ - $ 5,147.23 $ 21,370.47 $ $ 1,947,477.00 Department of Rehabilitation 163.78 0.85% $ 408.32 $ 13.84 $ 118.42 $ 540.58 $ $ 2,945,349.48 Social Services Agency -Family Self -Sufficiency 868.97 4 0% $ 2166.45 $ 199.29 $ 2,365.74 $ 1,235,907.20 Santa Ana Housing Authority 491.33 2.54% $ 1,224.95 $ 41.53 $ 172.39 $ 1,438.87 $ 202,860.00 SER Jobs for Progress 236.56 1.70% $ 816. 27.68 $ 236.87 $ 1,081.19 $ 12,397.50 Rent Stabilization Division 1737.52 8.99% $ 4331.8 146.86 $ 475.14 $ 4,953.84 $ Santa Ana Public Library 327.56 1.70% $ 816.6 $ 68 $ 132.74 $ 977.06 $ Community Action Partnership of OC Rancho Santiago Community College District Job Corps United American Indian Involvement, Inc. Total Rentable Space 19230.00 100.00% $ 48,169.47 $ 1,633.10 $ 885.74 $ 12,854.03 $ 63,542.34 $ $ 8,873,716.09 Revised 6/10/25 6:23:46 AM INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE: FIRST AMENDMENT TO OFFICE LEASE BETWEEN l- -LDA(,A�N) SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA (UebMr A-) E)(AiP17464-02A THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment'') is entered into as of -S,, a (.p, 2023 {the ``Effective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ("Landlord'), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant"). f WITNESSETH: WHEREAS. Landlord, as successor -in -interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 2017. Tenant F,stoppel Certificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of Lease "berm Dates No. A-2017-264-02 dated February 16. 2018 (hereinafter collectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19321 rentable square "feet of office space (the "Premises") in the building located at 801 Civic Center Drive, Santa Ana, CA 92701 (the `'Building"); WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set fogh herein. NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set fof'th and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: 1. Incorporation of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set forth herein. As used herein the term "Lease' shall mean the Lease as amended by this First Amendment. 2. Definitions. All capitalized terms used in this First Amen meat shall have the meanings assigned to them in the Lease unless otherwise specified he�rein. 3. Term. The Initial Term as defined by Section 3, 13'�Sic L e Prov' ions, of the Lease is hereby for a period of One Hundred Twenty (120) full calendar onths, i ncing on July 1, 2023 and expiring on June 30, 2033 (the "Term"). Tenant shall have the right to extend the Termfor two (2) silty (60) month periin accordance with Section 3.2.2, Standard Lease Provisions. of the Lease. 4. Base Rent. Commencing on July 1, 2023, Tenant shall pay Base Rent in the following amounts: Dates Annual Base Rent tvIonthly Installment of Base Rent Annual Rental Rate per RSF 7/l/2023 — 6/30/2024 $544,852.20 $45,404.35 $2.35 5910216.11 EXHIBIT 1A 7/l/2024 — 6/30/2025 $561,197.77 $46,766.48 $2.42 7/I/2025 — 6/30/2026 $578 033.70 $48,169.47 _ $2.49 7/l/2026 — 6/30/2027 $595 374.71 $49 614.56 $2.57 7/1/2027 — 6/30/2028 $613,235,95 $51,103.00 $2.64 7/1/2028 — 6/30/2029 $6311633.03 $52,636.09 $2.72 7/1/2029 -- 6/30/2030 $650 582.02 $54,215.17 $2.81 7/1/2030 — 6/30/2031 $670 099.48 $55,841.62 $2.89 7/1/2031 — 6/30/2032 $690,202.47 $57,51.6.87 $2.98 7/l/2032 — 6/30/2033 $710 908.54 $59,242.38 $3.07 ,Base e Year. The "Base Year" is hereby amended to reflect calendar year 2023. 6 section 1.4.1, Waiver of Liability and Indemnification, of the Standard Lease Provisions, is he y amended as follows: Except to the extent caused by the gross negligence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (.including; without limitation, loss of profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and .hold harmless Landlord and each of the Landlord Parties from and against any and al Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of "Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided. that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees. 7. Tenant JDVroyemetits. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A. attached hereto and made a part hereof. 8. As -Is Condition. Tenant accepts the Premises in its "AS -IS, WHERE -IS" condition as of the Effective Date, and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution of this First Amendment, (c) it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises. 2 59102t6.1 EXHIBIT 1A 9. Parking. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the following: "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of one hundred eighty (180) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge, provided that (x) Landlord shall not, at any time during the "Perm, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of hvo hundred ten (2 tO) and the number of days in such calendar month (during the Tenn) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such calendar.mo.nth shall, at the election ofLandlord, either: (1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parlcing Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to twenty (20) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to one (1) hour without charge." 10. No Default. Each of Landlord and Tenant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. 11. Affirmation of Lease Terms,. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shall .remain unchanged and shall continue in full. force and effect. In the event there is any conflict between the terms of the Lease and the terms set forth in this FirstAmendment, the terms specifically set out ill this First Amendment shall control. From and after the Etfective Date, any and all references to "the Lease" or "this Lease" in the Lease shall mean the Lease as modified by this First Amendment. 12. Mutual Authorization Representation. Each of Landlord and Tenant hereby represent and warrant to each other that: (a) this First Amendment (and each term and provision hereof) has been duly and appropriately authorized and executed by such party through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 591b2M11 EXHIBIT 1A I3. Brokerage. Landlord and Tenant each represent that they had no dealings with any real estate broker, .finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the `Brokers"). Landlord shall pay Brokers a leasing commission in connection with this first Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or :fees claimed by any other real estate broker or agent in comiection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnify Tenant and hold Tenant harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord. 14. Miscellaneous. The submission of an unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or.more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by and construed in accordance with the laws of the State of California and both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof, all prior negotiations, agreements, and understandings (not including the Lease, as amended), whether oral or written, being hereby superseded and terminated, and (e) shall become effective and binding only upon execution and delivery by both Landlord and Tenant. The execution of facsimiles, including the use of electronic signatures, of this First Amendment shall be binding on the parties hereto. 17. E-SIGN and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery oNhis Lease via electronic transmission or other electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any.judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Lease it shall be unnecessary to produce the original hereof or any or all original signature pages; and (e) each party agrees to take any and all reasonable actions, .if any; as may be necessary or as may be reasonably requested by any other party to this Lease to further evidence such party's intent to be bound by the provisions ofthis Lease and to ensure compliance with the provisions of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001, et seq., the Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable law pertaining to electronic signatures. rRemainder• ofEake 11ntentiopgIl Blank- Signature Page Follows/ 4 5910216.1 t EXHIBIT 1A IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to be effective as of the date first set forth above. ATTEST: CITY OF SANTA ANA (TENANT): Jen 'ka Kristine Ridge City Clerk`'' City Manager 1W APPROVED A OFO SONIA R. CARVALHO City Attorney By: ,Oose Montoya, As rstant City AttoAe RECOMMENDED FOR APPROVAL: - 7 && Mike Garcia Executive Director Community Development Agency LANDLORD: SANTA ANA CA I SGF, LLC, a Delaware limited liability company 102 q;wv f Mike Garcia - Executive Director Community Development Agency [SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASE] 5910216.11 EXHIBIT 1A EXHIBIT A WORK LETTER THIS WORK LETTER (this "Work Letter") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises. I. Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inappli ble to this Work Letter, are incorporated into this Work Letter. 2. Definitions.,.. he following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized teen that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in Section 3(c) hereof. (b) "Building Systems" means the structural portions of the Building, the common area restrooms, elevators, the Building's HVAC, mechanical, electrical, plumbing, and fire and life saty systems and equipment (including, but not limited to, the fire alann and fire sprinklers).` (c) "Contractor" means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to Section 4 hereof. (d) "Cost Proposal" is defined in Section 5(a) hereof. (e) "Days" means, unless otherwise indicated, calendar days, (t) "Landlord Coordination Fee" means a fee equal to five percent (5%) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such tee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g) "Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other communication from or on behalf of Landlord .in connection with this Work. Letter unless such Communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant. (h) "Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 5910216.11 EXHIBIT 1A (i) "Over -Allowance Amount" is defined in Section 10(d) hereof. 0) "Permits" is defined in Section 6(a) hereof. (k) "Punch List Worlc" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable portion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises. (1) "Space Plan" is defined in Section 3(a) hereof. (m) "Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square :foot of the Premises (i.e., up to $2,898,15), based on 19,321 rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom. (n) "Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not I imited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. (o) "Tenant Allowance" shall be Twenty -Eight and 00/100 Dollars ($28.00) per rentable square foot of the Premises (i.e., up to $540,988.00), based on 19,321 rentable square feet of the Premises. (p) "Tenant Contractor" or "Tenant Contractors" means any employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by Tenant, each of whom shall be reasonably approves[ by Landlord before they may work in the Building. (q) "Tenant Delay" means a delay caused by any of the following: (i) Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii) a breach by Tenant of the terms of this Work Letter or the Lease; (iii) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 7 5910216.11 EXHIBIT 1A (iv) Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, or not included in, Landlord's standard tenant improvement items for the Building (which have been provided to Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v) any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employees that continue more than one (1) day aver written notice thereof by Landlord. (r) "Tenant FF&E Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/100 Dollars ($10.00) per rentable square foot of the .Premises (i.e., up to $ i 93,210M), which Tenant may use for Tenant's furniture, fixtures and equipment to be purchased and installed in the Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s) "Tenanf's Representative" means the Executive Director, Community Development, or the .Economic Development Manager or their designee (either such individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is in writing from Tenant's Representative. Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord. (t) "Working Drawings" is defined in Section 3(b)hereof. 3. Plan Approval. (a) Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans (collectively, the "Space Plan") for the construction of the Tenant lmprovements, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten (10) days after receipt thereo (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architcct and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the Tenant Improvements shown on the Space Plan, with such modifications to the Space Plan as shall be necessary to comply with the requirements of the Building Systems of the Building (the "Working Drawings"). (c) Tenant shall approve or disapprove the Working .Drawings in writing with in fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsistent with the Space Plan and only if Tenant delivers to Landlord, within such fourteen (14) business day period, specific changes proposed by Tenant which are consistent with the Space Plan. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 5910216.11 EXHIBIT 1A engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings". 4. Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three (3) bids From each trade (other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable efforts to avoid disruption of Tenant's business and to protect the health & safety of Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours. 5. Cost Estimate. (a) Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Improvements (the "Cost Proposal"). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials, contractor fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation supporting Landlord's estunate of plan preparation costs and all other costs of the Landlord Work). (b) Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working .Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any proposed changes to the Working Drawings (other- than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with. the approved revisions; and (B) Landlord shall submit a revised Cost Proposal to Tenant. Tenant shall notify Landlord in writing within ten (10) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within such ten (10) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c) Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for Landlord to purchase all materials 9 5910216.11 EXHIBIT 1A set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvements in accordance with the Approved Working Drawings. 6. Performance of the Landlord Work. (a) Landlord shall cause the Contractor to obtain all applicable building permits for construction of the Landlord Work (collectively, the ".Permits"), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b) If any local governmental agency requires revisions to the Approved Worsting Drawings, Tenant shall be deemed to have approved any adjustments to the Approved Working Drawings and the Cost Proposal resulting therefrom. If any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with .Landlord's obligations hereunder; (ii) increase the cost of constructing the Tenant Improvements; or (i.ii) will materially delay the construction of the Tenant Improvements, .Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 7. Chanee Requests. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. if Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, 'Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section t0. 8. Substantial Completion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing. Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time [but in no event later than ten (10) days after such notice] conduct a joint walls -through of the Premises in order to review the Tenant Improvements. Based upon said walls -through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, subject to Force Majeure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days after such joint walk-through. in the event of any dispute as to whether Landlord has Substantially Completed the Tenant Improvements, the City will be alTorded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of .Landlord's architect shall be final and binding on the parties. Tenant agrees that, at the request of Landlord from titne to time after the initial .inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 EXHIBIT 1A 9. Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises, Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises at least ten (10) days prior to the Substantial Completion orthe Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. in connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revolve Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). 10. Cost Allocation. (a) Provided this Lease is in full force and effect, and Tenant is not in default thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs of Space Plan in an amount up to, but not exceeding, the Space flan Allowance, and (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shall deduct the Landlord Coordination Fee o 'the Tenant Improvements from the Tenant Allowance. (b) In no event shall Landlord be obligated to pay for the costs of any of Tenant's furniture, computer systems, telephone systems, equipmenf, or other personal property (whether or not such items may be depicted on the Approved Working Drawings) that exceed the Tenant FF&E Allowance. Eligible costs that exceed the Tenant FF&.E Allowance shall be borne by Tenant. (c) In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant .Allowance, as applicable, the amount of such excess (the "Over -Allowance Amount") shal l be paid by Tenant to Landlord within thirty (30) days following delivery of an invoice by Landlord. Tenant shall .not be responsible for the Over -Allowance Amount if caused by Landlord. or Landlord Contractor's own negligence, willful misconduct, or delay. 5910216.11 EXHIBIT 1A (d) Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting, and construction ofthe Tenant improvements. 11. Miscellaneous. (a) All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building -standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of the Demised Premises for the Permitted Use. a'" V (b) Tenant acItnowledges that the timely completion of the Tenant Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or .related to the design and construction of the Tenant Improvements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information and/or approvals, except as specifcally set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall sleet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same. (c) If at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease, which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay caused by such work stoppage); and (ii) all other obligations of Landlord tinder the terms of this Work Letter shall be suspended until such time as such default is fully and finally cured. (d) Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve (12) month period. (e) Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused portion of the Tenant .Allowance towards future payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's furniture, fixtures and equipment. 12 5910216.11 EXHIBIT 1B Memorandum of Understanding For Santa Ana Workforce Development Board and the Community Action Partnership of Orange County Long Beach Job orps Rancho Santiago Community College District/ Santa Ana College United American Indian Involvement EXHIBIT 1B MEMORANDUM OF UNDERSTANDING 1) LEGAL AUTHORITY Thj&orkforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local e Development Area develop and enter into a Memorandum of Understanding ( ,,rith each America's Job Center of California ("AJCC") Partner, consistent with WIOA c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and ined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final at 20 00, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. 2) AJ The parties to this MO are City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and t e Community Action Partnership of Orange County, a non -collocated one - stop AJCC Partner. 3) PURPOSE The purpose of the MOU is siste ith the ovisions of WIOA sec. 121(c)(1), to establish a cooperative working relations betty en WDB and Community Action Partnership of Orange County, the non-colloc AJ and to define their respective roles and responsibilities concerning the operatio the it relates to shared services and customers. It serves to establish the framework fo providdg services to employers, employees, job seekers and others needing workforce services. It al serves hch a framework to support the established service delivery through the shari of costs. It is expressly understood that this MOU does not constitute a binding final co t, t rather an intent to commit specific resources in the future as the parties' allocations an ud re known and the America's Job Center of California system evolves. 4) DURATION The term of this MOU shall commence July 1, 2025 and terminate June 28. This MOU will remain in effect until the termination date, unless one of the conditions in s ion 28 occurs. 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1 2 3 and 4 constitute the entire agreement baleen the a ties g p and no oral understanding not incorporated herein shall be binding on any of the parties he eto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the arties, by the issuance of a written amendment, signed and dated by the parties, which may require pprovY by the governing body of each Party. Assignment of responsibilities under this MOU by a y of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 2 EXHIBIT 1B 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the nee�kof its unique demographics. The SAWDB's overall strategies include: ying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to new jobs in which Santa Ana's workforce can participate; 0 E mall business development support as a creator of new jobs and method for cal tax base; c) to Ana's current and future workforce through classroom pre -training and ties,us on-the-job training and workforce skill enhancement activities; d) Offering &are& pathw,t programs for both unemployed and employed adults and youth: e) Increasing cces jobs for disconnected and underserved populations, especially youth; f) Organizing, i &grating and su porting social and other services through the SAWDB's network of par hips, vo untee organizations, and established institutional resources; and, g) Assuring funding fro 1 pub priv d other sources in support of its programs. 7) ONE -STOP SYSTEM & SERVICE A. LOCATION The AJCC is currently located in Santa Ana a f American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714) 565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm The AJCC is currently located at the Santa Ana WORK CenteY("SU) as cr bed in the Location of AJCC and all Partners, attached herein as Atta corporated herein by reference. Santa Ana ranks as the fourth densest city in the enti tion. SAWC through its central location in downtown Santa Ana, shall provide and/or oordinate IOA services to individuals, providing them with the necessary skills to participate in uil ing a world -class workforce in Santa Ana. The SAWC offers the community a ariety o informational, employment and training services based on individual needs. Tho e needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 3 EXHIBIT 1B 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; on of performance and program cost information on the Eligible Training er List ("ETPL") eligible programs by program and type of provider ision o°information in acceptable formats and languages that identify actual N.erform nce against performance accountability measures g. Provi ion of nformation related to support services h. P( vision (information and assistance in filing Unemployment Insurance claims; and, ,A6, i. Assista ce in establi hing eligibility for programs of financial aid assistance for training and>educ i n programs not funded through WIOA. 2. Individualized Caree Services: a. Comprehensive and speci sment of skill levels and service needs including: Diagnostic'te ; , assessment tools; b. In-depth interview and aluatio etermine barriers and goals; c. Development of Individual Emp oyment P ( P) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; £ Career planning; g. Short-term pre -vocational services, communication skills; and, other soft or training; h. Workforce preparation activities, including: skills necessary for successful transition into employment; j• Financial literacy services; and, Out -of -area job search assistance and relocation assistance. 3. Training Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with e. f. g• h. include cooperative education programs; Training programs operated by the private sector; Skill upgrading and retraining; Entrepreneurial training programs; Transitional jobs; of learning skills; & for employment i. Job readiness training provided in combination with any of the aforementioned training Services; 4 EXHIBIT 1B j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, in. English language acquisition and integrated education and training program. plover Services: a. Recruitment and other business services on behalf of employers. .SY TRUCTURE 1. STOP OPERATOR PROCUREMENT TfNqEMWDB w 11 prod e the AJCC Operator through a competitive process in accordance with the Un form uidance Cost Principles contained in the Uniform Administrative Requirem nts, C t Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), inc uding the Office of Management and Budget's (OMB) approved exce%tions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing reg lations and local rocurement laws and regulations. All documentation for the competitive A CC op rator pro rement will be available for public inspection. The State requires that he AJCC oper re -competed at least every three years and no later than every four year 2. ROLES AND RESPONSIBILITIES TIES a. Provision of Applicable Career Servic4nd P in Planning and Development. The parties to this MOU will work clos e� together to ens re that the AJCC is a high - performing work place with staff that ensure quality of ervice. The AJCC Partner has indicated they shall provide an array of applicable carer services to clients as set forth in the Santa Ana AJCC Partner Services. The AJCC artner agrees to the responsibilities required of all Partners under WIOA Section 121(b). I addition, th CC Partners will participate in joint planning, plan development, and modification ties to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; a iii. Responsiveness to local and economic conditions, including emplo needs. Parties agree to the co -enrollment of mutual customers in case management to bet er leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with th terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal 5 EXHIBIT 1B and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. shall comply with: wT. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 38; Final Rule, published December 2, 2016); ' nd VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. on 504 of th ehabilitation Act of 1973, as amended; iv. The.America with Disabilities Act of 1990, as amended; v. The Jobs Veterans A t (Public Law 107-288) pertaining to priority of service in programs d by t U.S. Department of Labor; vi. Training and Emp oyment Guidanc etter (TEGL) 37-14, Update on Complying with Nondiscrimination R quirement nation Based on Gender Identity, Gender Expression and Sex Stereoty ing *bited Forms of Sex Discrimination in the Workforce Development System a er guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment r 1991; M: viii. The Age Discrimination Act of 1967, as amended; ix. The Age Discrimination Act of 1975, as x. Title IX of the Education Amendments of 1972, as xi. The Family Educational Rights and Privacy Act (FERPA) CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of pe: held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. L EXHIBIT 1B The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) AJCC PARTNER RESPONSIBILITIES Par commits staff, as appropriate, and to providing other professional learning opportunities t ote continuous quality improvement. Partner will further promote system integration to in extent feasible through: Eff munication, information sharing, and collaboration with the AJCC operator; b. , policy development, and system design processes; C. Co ent to he t mission, vision, goals, strategies, and performance measures; d. The desg and e of common intake, assessment, referral, and case management processes, e. The use of co an ed - to management systems and data sharing methods, as appropriate; f. Leveraging of services; g. Participation in increase custom agency and non-profit organization signed to boost outcomes and h. Participation in regularly scheduled Partner meeting o exc ange information in support of the above and encourage program and staff integration. Partner shall provide applicable career services to clients as et forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated aid seamless elive y of services to workers, job seekers, and employers. In order to facilitate such'a system, Partners will ensure and agree to: ' a. Familiarize themselves with the basic eligibility and participation requirement w with the available services and benefits offered, for each of the Partners ogra represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; 7 EXHIBIT 1B d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer ^:t tion surveys; to robust and ongoing communication required for an effective referral process; Commit to actively follow up on the results of referrals and assuring that Partner resources are veraged at an optimal level; h. Make and referral processes are customer -centered with the intent to provide cus r service; i. Ensure th ene in regarding AJCC programs, services, activities, and resource all ade available to all customers as appropriate; j. Ensure that re'l%rals will be made via email or other electronic means; k. Ensure that referrals w 11 include a direA link or access to other AJCC Partner staff that can provide meaningful nformation or ice, through the use of co -location, or real-time technology (two-way co nicatio eraction with AJCC Partners that results in services needed by the customer) and, 1. Ensure that the referral process will i clude sp staff name, the activity required, desired outcome and a method for co, mum to the referring agency that the service need was addressed. -, OF, `%No "& 10) AJCC OPERATING BUDGET The purpose of this section is to establish funds and serve\hatcontribut the local AJCC. The parties consider this AJCC operating budget necessaai AWDB's high - standard AJCC. It includes the following cost categoriWI and its implementing regulations: a. SAWC Infrastructure costs; 1W b. Career services; and c. Shared services. IV 11) INFRASTRUCTURE FUNDING The AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included as part of Attachment 4 (Comprehensive Cost Allocation and Partner Contributions), is an integral component of the overall AJCC operating budget. The other component of the is the Applicable Career Services, attached herein as Attachment 3 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. E., EXHIBIT 1B 12) AJCC DELIVERY SYSTEM COSTS It is expressly understood that this MOU does not constitute a binding financial commitment, but rather an intent to commit specific resources in the future as the parties' allocations and budgets are own and the America's Job Center of California system evolves. For those partners that will r cost sharing agreement, cost will be based on proportionate use and agreed upon y as applicable. AJCC partners with shared costs will be reviewed yearly and may be `s needed by any partner as long as it is identified as a revision, and it is signed and dated applicable arties. As requ 8-12, the amount of funds that the AJCC Partner has budgeted to expend on applic ices and other shared services, which cumulatively with the other AJCC Partner amounts shall form the Comprehensive Cost Allocation and Partner Contributio a. Career Sices Applicable to the AJCC Partner The AJCC Part er shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachme t,3 att c ed heret#aand incorporated herein by reference. This budget consists of the AJC rtner' costs fgLi e service delivery of each applicable career service they indicated 1 e Santa An Partner Services. b. Required Consolidated Bu(Tge tfq The other system costs budget ATst be a This budget must include each of th applicable career service and a consoli more than one Partner as indicated in Contributions. of "Applicable Career Services" AJCC Partners understand that while only collocated Partner time, all non -collocated AJCC Partners must share in other kind) contributions as set forth herein. 13) DATA SHARING udget for applicable career services. for the service delivery of each for career services applicable to e Cost Allocation and Partner share infrastructure costs, at this ystem costs thro�i non -cash (in- 0 City/SAWDB is required to maintain policies and procedures for safegigUiZane orl*rce Services Directive 16-23 from the Employment Development Department alifo Workforce Development Board, mandates the use of one integrated data systengl fal Title I Workforce Innovation and Opportunity Act (WIOA) recipients and sub -recipient are required to be direct entry into Ca1JOBS." Parties further agree that the collection, use, and disclosure of customers' personally iden ' ble information (PII) is subject to various requirements set forth in Federal and State privacy ws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: E EXHIBIT 1B a. Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; BI f. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; confidential data contained in Unemployment Insurance wage records must be acted in accordance with the requirements set forth in 20 CFR part 603; 1 information contained in Vocational Rehabilitation records must be protected with the requirements set forth in 34 CFR 361.38; to ma be shared with other programs, for those programs' purposes, within %m990on'etwork only after the informed written consent of the individual has been obtained,® re m . red; Customer da ill be kept co ential, consistent with Federal and State privacy laws and regulations; a g. All data exchange ac4i ity wil be or PDF, for example, an in compl as amended (29 U.S.C. § 79�(d)). 14) CONFIDENTIALITY in machine readable format, such as HTML ;ection 508 of the Rehabilitation Act of 1973, There are strict confidentiality requirementsI ^tionl eral laws. All parties expressly agree to abide by all applicable Federal,aws and regulations regarding confidential information, including PII from edus, su h as but not limited to 20 CFR Part 603,45 CFR Section 205.50, 20 USC 1232g and 34 CFR pa 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any inf rmation, sy , or records that contain PII and other personal or confidential information will be limite oses the programs and activities described in this MOU and will comply with /ntrol ble h Each party will ensure that access to software systems and files under its t or other personal or confidential information will be limited to authorized staff assigned responsibilities in support of the services and activities described here' nd with applicable law. Each party expressly agrees to take measures to ensure that no personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs I amongst the parties for the parties' performance of their obligations under this MOi extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible t support disclosures. 10 EXHIBIT 1B With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such dat aring agreement must comply with all of the requirements set forth in 34 CFR 361.38. RELEASES AND COMMUNICATIONS rties shall be consulted and notified prior to communicating with the press, television, radio oth f. media regarding its duties or performance under this MOU. Participation of each pa 4 dia presentations will be determined by each parry's public relations policies. The par utili^the AJCC logo developed by the State of California and the SAWDB on building. ntified or AJ*C usage when applicable. 16) ACCESSIBI ITY Accessibility to the ser ices provide by t AJCCs and all Partner agencies is essential to meeting the requirements and goa s ,of the local AJIVtwork. Job seekers and businesses must be able to access all information relevan to the�ia visit o physical locations as well as in virtual spaces, regardless of gender, age, race, eligionmat1 in, disability, veteran's status, or on the basis of any other classification protect d unde ral law. 17) NON-DISCRIMINATION AND EQU All parties to this MOU certify that they prohib' nd n to prohibit, discrimination, and they certify that no person, otherwise quali ied, is d loyment, services, or other benefits on the basis of. (i) political or religious opinion or ` filiation, marital status, sexual orientation, gender, gender identification and/or expression, r ce, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona f e occupational ification; or (iii) the physical or mental disability of a qualified individual with disabil' 18) GRIEVANCES AND COMPLAINTS PROCEDURE City is required to maintain a procedure for grievance and complaints pe*e Wl0jjFheVCC Partner agrees to establish and maintain a procedure for grievance and complai s outlined n WIOA. The process for handling grievances and complaints is applicable customers and Partners. These procedures will allow the customer or entity filing the complaint to exhau t every administrative level in receiving a fair and complete hearing and resolution of their grie ance. T e Partner further agrees to communicate openly and directly to resolve any problems or dispute's' related to the provision of services in a cooperative manner and at the lowest level of intery ntion possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 11 EXHIBIT 1B 19) AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the AVA.IAP%k, D HARMLESS/INDEMNIFICATION/LIABILITY ordance with provisions of Section 895.4 of the California Government Code, each signatory ololyagr mnify, defend and hold harmless all other signatories identified in this MOU from an and all claims, demands, damages and costs arising out of or resulting from any ne omissions which arise from the performance of the obligations by such indemni ursut to this MOU. In addition, except for Departments of the State of California - canes provide for indemnification of court costs and attorney's fees under the indemnification poli y of,th, State of California, all signatories to this MOU agree to indemnify, defend and hold.. armlach other from and against all court costs and attorney's fees arising out of or resulting fro any negligent acts or omissions which arise from the performance of the obligations by such in ifying p rty p rsuant to this MOU. It is understood and agreed that all indemnity provided hershall u vive the ermination of this MOU. 21) SEVERABILITY 114.1` N If any part of this MOU is found to ben u 1 and is otherwise stricken, the rest of this MOU shall remain in force. 22) DRUG AND ALCOHOL -FREE WO L All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all or anizations receiving grants from any Federal agency maintain a drug -free workplace. The recip ent must notify the awarding office if an employee of the recipient is convicted of violating a cr minal drug statute. Failure to comply with these requirements may be cause for suspension or debarment unde FR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U partmg�t of Labor regulations at 29 CFR part 94. 23) CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.0 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform 200.450. The parties shall not lobby federal entities using federal funds and wil activities as required by law and regulations. 24) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 12 EXHIBIT 1B 25) PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its imp enting regulations and guidance. Partners will target recruitment of special populations that r focus for services under WIOA, such as individuals with disabilities, low-income basic skills deficient youth, and English language learners, as applicable. CAN PROVISION ves funds made available under title I or II of WIOA or under the Wagner- Peyse . Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 or e Uni ed States Code (commonly known as the "Buy American Act.") and as referenced i,., I4/pATION 2 and 20 CFR 683.200(f). 27) SALARY AND BONUS LIMITATIONS Each party certifies't at, when op rating grants funded by the U.S. Department of Labor, it complies with TEGL 05- 6, Imp ementing he Salary and Bonus Limitations in Public Law 109- 234, TEGL 15-22, Public Law 114-1 3 (Divisi K title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting he use of fent funds for compensation and bonuses of an individual, whether charged to eit er direct t, at a rate in excess of the Federal Office of Personnel Management Executive Level I. 28) TERMINATION This MOU will remain in effect until the end at ecifi ctio�4 above, unless: a. Federal oversight agencies charged with the administ ation of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the fi st fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the of arties as soon as the party has knowledge that funds may be unavailable for the ation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured wi hin thirty (3 ) days after receiving written notice from the SAWDB Chair (or designepecifying uch breach in reasonable detail. In such event, the non -breaching party(s) shall have t e ight to terminate this MOU by giving written notice thereof to the party in breach, on whi h termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar ays after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective 13 EXHIBIT 1B withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. requests, claims, correspondence, reports, statements authorized or required by this and/or other communications shall be addressed as follows: City of Santa Ana Administration Services San a Ana, CA 92701 Action Partnership of Orange County 30) INSURANCE The AJCC Partners agree that shall apply to their operations orm including commercial general liabi rty employee dishonesty/crime coverage . Tl insured, by endorsement, to the commerc insurance policies and the coverage shall be 31) AUTHORITY The individuals signing this MOU and its attachments, N have the authority to commit the party they represent to ATTACHMENTS Attachment 1: AJCC Partners Location and Map ,e or self-insurance coverage programs ,rkforce Innovation Opportunity Act, property, workers' compensation and iL Ana shall be named as additional and employee dishonesty/crime ributory with regard to the City. Attachment 3: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions herein by reference, J,and do so commit 14 EXHIBIT 1B Il'i V S WHER-E�, the parties hereto hove exec-tite� this Ageemett the date and ye&r firA above written. A ,,I E Jermifer L. Pall City Clerk APMOV-FD AS TO FORM: S<X,(IA R. CARVA4.A'zO City At#Qr-ey C GZcc�-�1 Aa rep Garcia �VIi�I� Assistant City Attorney C i 7 V OF SVil T A AN Akvaro Nunez RCC<3 "BCD FOR MVROVA : Midi el L4 Garcia Exem-five Diredor Community Development Agency FOR SAN T A ANA WOR+;FMCW DE VEL04WIENT BOARD Workforce Development Bourg Chair FOR AMER;CA'S JOB CEO' T;ER OF CALIFUR IA Pry: NER Co=mnity Action PartRers4iip of OraRge Courts MCC Par#ner Gregory C. S"t, Presi6ent & CEO 11876 Monarch St., Gar&et, Grove, CA 9.2W� Parxnex Address Date 15 EXHd$alcThm1Bt AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult, Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title II Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act 29 U.S.C. 49 et se also providing the ( q•)- p g state's public labor exchange. Employment Veterans Development Jobs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (UI) Development Unemployment Insurance (UI) programs under No Department (EDD) state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions II & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American United American Indian Indian and Native American Programs (Section Programs Involvement, Inc. 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 EXHA&IcThm1(it 1 AJCC Partners Location and Map .A 'a iA AY. - 55 CU40M GAM IL � M 1"tiA51( A, SANAACLMA � � � SAMA CIARA Ifr'_ 1 r /Z 17TH ST r aqu • . �* WASHMcn N W. 3 C CW CEWS M F • x STH Si � 0,44\ • SANTA no IL 4; rt , 1ST Si ' Ir J ►� � � t; 9 ❑ G � ECO" R AV N V 5T. ANt11EV1! P1 z � � WOMB OR y 55 wa 4: SECOTaio1H AUM MAG1lT M M. � a � � � m sta/EtoW�t AY N Suds Ana wDwCenlar O Cantonnial Adult Eduudan 294a W. Edinger Ave. © 5tata Departrnant & Rehabilitation lorg B: ach lab Corps 1970 Santa FQ km. Ammo's Job Cantor of Csliiornia Td9 The City Drive, Suits 110 L"-.g "ch CA 9rA t C Mel W.GricCartmr Dr. Santa Ana. CA927N Orargq CA 42868 Strata Ar►& CA92101 A9an ArnQrion Pwtnam 3 Sarga Ana CdbgQ 1530 W. 1 Tth St Social services Agency 1928 S. Grand Arne. g senior Canto Ban fy. 6nownwd Davaloprrwrnt Dwart—nt Santa Ana. U 927oo Sarta Arai. CA 927M 5areta Anna.a. U A 9I701 Stara DDpartrrmnt of Rehablitabon O.0 5odW Sarwes Agency Goadrrtll Industries Colkwp A Wbrkforca Pr rabvr Cantor spa 1 CTUlbopVallay High Sdwol ism S Greart %mngton Education Cantu 1 1325 E aft St. SEWSankw Aid Prograrn � :/ Santa And U 92 Tn 1 1572 N. ilAiin S2. Santa Ma. U 927Da 92 Laarnalik Oranip, CA 92867 Attachment 1 EXHIBIT 1B SANTA ANA AJCC Partner Services Attachment 2 SANTA ANA AJCC Partner Services Service Partner Name Entity/Program Career Training Employer Delivery Method Title I Adult, DW, Youth City of Santa Ana Adult Education/ Literacy Rancho Santiago Community College District Wagner-Peyser Employment Development Department (EDD) Veterans (Jobs for Veterans Employment Development State Grant) Department (EDD) Trade Act (Trade Adjustment Employment Development Assistance) Department (EDD) Unemployment Compensation Employment Development Department (EDD) Vocational Rehabilitation State Department of Rehabilitation TANF Social Service Agency - Family Self -Sufficiency Carl Perkins Career Technical Rancho Santiago Education Community College District Senior Aid Program Regions II & III SER-Jobs for Title V Older Americans Act Progress, Inc. Job Corps Long Beach Job Corps Native American Programs United American Indian (Section 166) Involvement, Inc. Housing & Urban Housing Authority Development EXHIBIT 1B SANTA ANA AJCC Partner Services Attachment 2 CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency. Basic Career Services 1. Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation. 2. Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies. 3. Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources. 4. Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, orientation to the labor market, resume preparation assistance; referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre -layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information. 5. Employment Statistics -Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI) 6. Eligible Provider performance and program Cost Information: Collect and provide information on: A. Eligible training service providers (described in WIOA Section 122) B. Eligible youth activity providers (described in WIOA Section 123) C. Eligible adult education providers (described in WIOA Title II). 2 EXHIBIT 1B SANTA ANA AJCC Partner Services Attachment 2 D. Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301). E. Eligible vocational rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973). 7. Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes. 8. Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs -related payments that are necessary to enable an individual to participate in employment and training activities. 9. Unemployment Compensation: Co provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center. 10. Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area. 11. Follow -Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment. Individualized Career Services 12. Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include: A. Diagnostic Testing and use of other assessment tools; and B. In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals. 13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals. 14. Group Counseling 15. Individual Counseling and Career Planning 3 EXHIBIT 1B SANTA ANA AJCC Partner Services Attachment 2 16. Case Management: For participants who receive training services under WIOA Section 134(d)(4). 17. Short -Term Prevocational Services: Can include development of learning skills, communication skills, interviewing skills, punctuality, personal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or training. Training Services: Services offered through a training provider to help individuals upgrade their skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include: 1. Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels. 2. On -the -Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages. 3. Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs 4. Training programs operated by the private sector 5. Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry -recognized certification or credential. 6. Entrepreneurial training 7. Job -readiness training 8. Adult Education and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law and lack basic educational skills to enable the individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to El EXHIBIT 1B SANTA ANA AJCC Partner Services Attachment 2 read, write, and speak in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job, 9. Customized training: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted with a commitment by the employer to employ an individual upon successful completion of the training and for which the employer pays for a portion of the cost of training. Employer Services: Santa Ana Work Center services offered to employers include: 1. Employer needs assessment: Evaluation of employer needs, particularly future hiring and talent needs. 2. Job posting: Receiving and filling of job openings; searching resumes; providing access to a diverse labor pool. 3. Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements. 4. Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and hosting job fairs and mass recruitment. 5. Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees transition into new positions. 6. Labor Market Information: Access to information on labor market trends, statistics, and other data related to the economy, wages, industries, etc. 7. Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local training providers, federal laws and requirements, tax information, apprenticeship 8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc. 9. Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labor- management committees, peer counseling, etc. EXHIBIT 1B SANTA ANA AJCC Partner Services Attachment 2 Service Delivery Codes: How will your agency provide the services indicated? Code Method Description FT On -Site Staff Full Time PT On -Site Staff Part Time T Access Via Telephone A Access Via Automated System B Brochure/Handout P Posting at One -Stop Center O Other NA Not Applicable EXHIBIT 1B Attachment 3 APPLICABLE CAREER SERVICES Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services CAPOC Career Services: XX,000.00 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment Statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation (9) • Eligibility Assistance (10) • Follow -Up Services (11) • Comprehensive and Specialized Assessments (12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) EXHIBIT 1 B Training $XX,000.00 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) Attachment 3 APPLICABLE CAREER SERVICES Employer Services $XX,000.00 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $XX,000.00 EXHIBIT 1/Qtachment Comprehensive Cost Allocation and Partner Contributions Partner Program Square Footage Paid for Based on Office Sharing / Payment Ratio of Total Square Footage Monthly Property Rent* CAM Charges Operational Cost and Management Fees Monthly Charges Monthly Rent + and Charges Amount: In- Kind Partner Contributions Yearly Career Services** EDD 9345.17 48.37% $ 23,298.59 $ 876.03 $ 5,296.20 $ 29,470.82 $ 1,493,317.04 Santa Ana WORK Center (City of Santa Ana) 6057.45 31.35% $ 15,101.92 $ 1,375.34 $ - $ 4,324.31 $ 20,801.57 $ $ 1,235,907.20 Department of Rehabilitation 161.93 0.84% $ 403.71 $ 13.69 $ 98.62 $ 516.02 $ $ 2,945,349.48 Social Services Agency -Family Self -Sufficiency 868.97 4.50% $ 2,166.44 $ 199.29 $ 2,365.73 $ 800,000.00 Santa Ana Housing Authority 324.00 1.68% $ 807.77 $ 27.39 $ 114.04 $ 949.21 $ 82,290.00 SER Jobs for Progress 324.00 1.68% $ 807.77 $ 27.39 $ 197.25 $ 1,032.41 $ 2,945,349.48 Rent Stabilization Division 1915.48 9.91% $ 4,775.51 $ 161.91 $ 523.76 $ 5,461.18 $ 225,000.00 Santa Ana Public Library 324.00 1.68% $ 807.77 $ 27.39 $ 88.79 $ 923.95 $ 1,511,191.70 Total Rentable Space 19321.00 100.00% 633.11 $ 876.03 $ 10,842.. 61,520.89 $ $ 6,556,863.72 Revised 3/20/25 7:20:15 AM Docusign Envelope ID, 72A91 B3B-BEA1 -46FE-ACDD-1 46571 B87804 EXHIBIT 2 Memorandum of Understanding For Santa Ana Workforce Development Board and the County of ®range Social Services Agency Docusign Envelope ID: 72A91 B3B-6EA1-46FE-ACDD-146571 B87804 EXHIBIT 2 MEMORANDUM OF UNDERSTANDING 1. LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 Code of Federal Regulations (CFR) 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2. PARTIES The parties to this MOU are the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the County of Orange Social Services Agency ("SSA"), a collocated one -stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3. PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and SSA, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4. DURATION The term of this MOU shall commence on July 1, 2025, and end on June 30, 2028, unless earlier terminated pursuant to the provisions of Paragraph 31 of this MOU; however, the Parties shall be obligated to perform such duties as would nonnally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality. This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in Paragraph 31 occurs. MA-063-25011196 2 Docusign Envelope IA: 72A91B36-REA1-46FE-ACDD-1466716E7804 EXHIBIT 2 5. MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, 5 and 6 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6. SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; fl Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring fiinding from all public, private, and other sources in support of its programs. 7. ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714) 565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm MA-063-25011196 3 Docusign Envelope ID: 72A816313-13EA1-46FE-ACDD-146571B87804 EXHIBIT 2 The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana, The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. S. SERVICES PROVIDED AT THE SANTA ANA 'CORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. 11asic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List eligible programs by program and type of provider; f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures; g. Provision of information related to support services; h. Provision of information and assistance in filing Unemployment Insurance claims; and i. .Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. ndividualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; MA-063-25011196 4 Docusign Envelope ID: 72A91B38-BEA1-46FE-ACDD-146571M87504 EXHIBIT 2 h. Workforce preparation activities, including basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Training Servi_ s: a. Occupational skills training; b. On -the -Job training; c. Inctunbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and Participation in Planning and Development. The parties to this MOU will work closely together to ensure that the AJCC is a high -performing workplace with staff that ensure quality of service. The AJCC Partner has indicated they shall MA-063-25011196 Docusign Envelope If: 72A91B3B-BEA1-46FE-ACOO-146571B67804 EXHIBIT 2 provide an array of applicable career services to clients as set forth in Attachment 2. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; V. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Deparknent of Labor; vi. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; MA-063-25011196 6 Docusign Envelope ID: 72A916313-BEA146FE-ACDD-146571 887814 EXHIBIT 2 ix. The Age Discrimination Act of 1975, as amended; X. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (1iERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires police intervention. 8. SSA RESPONSIBILITIES AS COLLOCATED AJCC PARTNER SSA commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. SSA will further promote system integration to the maximum extent feasible and as authorized by applicable state and federal law through: a. Effective communication, information sharing as authorized by law, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. As authorized by law, the use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and MA-063-25011196 7 Docusign Envelope ID: 72A91 M-BEM-46FE-AGM-146571 B87804 EXHIBIT 2 h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. SSA shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9. REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to customers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Provide referrals when appropriate to customers who are eligible for supplemental and complementary services and benefits under Partner programs; d. Regularly evaluate referral process; e. Commit to share the results of referrals when requested; f. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; g. Ensure that referrals will be made via email, or other electronic means; h. Ensure that referrals will include access to other AJCC Partner staff, when appropriate, that can provide meaningful information or service to customers; and i. Ensure that the referral will include referring agency staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 10. SUPERVISIONIDAY-TO-DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and SSA management. MA-063-25011196 8 Docusign Envelope 10: 72A91 13313-BEA1 -46FE-ACOD-1 46571 B87604 EXHIBIT 2 b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. SSA Staff Office Hours The office hours for SSA staff at the AJCC will be established by SSA. All SSA staff will comply with the County of Orange holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staff s responsibility to keep them secure. Should they damage or lose them they can be replaced by the SAWDB at the expense of the individual agency staff. e. Benejits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 11. AJCC OPERATING BUDGET The purpose of Paragraph 11 is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, MA-063-25011196 9 Docusign Envelope ID: 72A91 1336-6EM-46FEAWD-146571 B87804 EXHIBIT 2 e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and c Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. SSA may be allocated additional space, with mutual consent of both parties, at which time the Office Lease may be amended. 12. INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, MA-063-25011196 10 Docusign Envelope ID: 72A91 13313-SEA146FE-ACDD-146571 B87804 EXHIBIT 2 d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13. COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14. INFRASTRUCTURE COST ALLOCATION METHODOLOGY a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by each AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive. Cost Allocation and Partner Contributions. The base rent has an annual increase of 3% over the ten (10)-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This Paragraph includes only telephone services, which includes voicemail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones% Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d. Technology and Internet Access Costs: Maintenance of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. 15. INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fiend non - infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC MA-063-25011196 11 Docusign Envelope ID: 72A91 B3B-ISEA1-46FE-ACDD-146671 B87804 EXHIBIT 2 Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash: Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash: Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third -party In -kind: Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: support the AJCC in general or support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16. OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of fiends made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by Workforce Services Directive (WSD) 16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner: The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. IkeguilejLConsolidated Budget for the Delivery of "Applicable Career Services": The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Pariners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions MA-063 -25 011196 12 Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146671 B87804 EXHIBIT 2 as set forth herein. 17. DATA SHARING Parties shall abide by the requirements in Attachments 6. 18. PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by eachparty's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 19. ACCESSIBILITY Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 20. NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of. (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 21. GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other iminediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 22. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the propprams and MA-063-25011196 13 Docusfgn Envelope ID: 72A91 B3B-BEA1-46FE-ACDD•148571687804 EXHIBIT 2 services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 23. HOLD HARMLESS/INDEMNIFICATION/LIABILITY In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 24. SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 25. DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 26. CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 27. DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. MA-063-25011196 14 Docusign Envelope ID: 72A91B35-BEA1-46F ACDD-14657IB87804 EXHIBIT 2 28. PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 29. BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 30. SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 31. TERMINATION This MOU will remain in effect until the end date specified in Paragraph 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right MA-063-25011196 15 Docusign Envelope ID: 72A91B3B-BEA1-46FE-ACDD-14657lM87804 EXHIBIT 2 to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 32. NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 COUNTY: County of Orange Social Services Agency Contracts Services 500 N. State College Blvd, Suite #100 Orange, CA 92868 33. INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 34. AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. MA-063-25011196 16 Docusign Envelope ID: 72A91 B36-6EA146FE-ACID-146571 B87804 EXHIBIT 2 AIJACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Parkier Contributions Attachment 5: Office Lease Attachment 6: State Privacy and Security Provisions MA-063-25011196 17 Uocusign Envelope IU: 72A91B3B-BEA1-46FE-ACUU-146571B87804 EXHIBIT 2 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. FOR THE CITY OF SANTA ANA Attest: City Clerk Dated: Recommended for Approval: Executive Director Community Development Agency Dated: City of Santa Ana: City Manager Dated: Approved as to Form: Lq Dated: Assistant City Attorney FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD Chair NIA-063-25011196 18 Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 EXHIBIT 2 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. COUNTY OF ORANGE A Political Subdivision of the State of California By: 4-�f CJ4`�- UCHAIRMAIV OF THE BOARD OF SUPERVISORS COUNTY OF ORANGE, CALIFORNIA Dated:�- SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER G.C. SEC. 25103, RESO 79-1535 ATTEST: D ROBIN STIELER Clerk of the Board County of Orange, California APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA Dated: DocuSigned by: wkivu S' rmf 3/21/2025 1 4:02:55 PM PDT EPUTY MA-063-25011196 19 Docusign Envelope ID: 72A9113313-BEA1-46FE-ACDD-146571B87804 EXHPBhThgent 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult, Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title II Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act 29 U.S.C. 49 et se also providing the ( q•), p g state's public labor exchange. Employment Veterans Development Jobs for Veterans State Grants (JVSG), Yes authorized under chapter 41 of title 38, U.S.C. Department (EDD) Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (UI) Development Unemployment Insurance (UI) programs under No Department (EDD) state unemployment compensation laws. I State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions II & III Program (SCSEP) authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American United American Indian Indian and Native American Programs (Section Programs Involvement Inc. 166) No Housing & Urban + Santa Ana Housing Housing & Urban Development (HUD) Development Authority I Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 Docusign Envelope ID: 72A91 13313-BEA1 -46FE-ACDD-1 46571 B87804 EXH 1914u2nent 1 AJCC Partners Location and Map (D LA WM AV. r FAIRKWEN AV- L J' II J, i 5ANTACLARAL At FFY0, AV. SARTACLklu, 17M S.T. Ji- N6, 'WASWMTON W z CENTER DR P,i STH 51 SMA MA BL -ITH 24T, 1ST 5 E J 6rc LA 1 7 L z AtUADDEN AV 7 u NGER AV. � 9 9 STAWN 6 _YY MFR AV SWUMM. ALTC44 AV. 4LTGNV_ MAC.4LTHM et. 7— SLUFLOPAIR W Il N 40S Santo Ana 'AUZK Untor Cantenniall Adult Education (D Stato Department of Long Brach Job Corps Rehabilitation 2%_0 W. Fdingor Ave, 19M Santa Fe Avg. Amorka�s Job Canter ofCalifornia (D 709 lbo City Diva, Suitt 110 Long &-%zch CA gow P 001 W.CwkCgnUwDr. Santa Ana, CA 92704 Orarvgo,CA92sfz Santa Ana, CA, 927w Asian American Santa Ana Colk-go SDciiA SurvicoisAqmcy ��Conter Partners: 1530-W. 17th St me S. Grand Aw. Employrnom Doyolopfr� Eh4mrt:mont (D 85f) N. Birch St. State Dopartmant ofW-obItation Santa Ana., CA 927ofj Santa Ana, CA qwrx Santa Ana, CA 92701 O.C. Socia- I Servicos Agency Cc4 logo & Wor kfofcg CM"VaHay High Sdwoi Remington Education Comet GDo&A-il I lr,6.jstriGs Preparation Cantor isoi 5 GFoarrvillo 1325 E 41h St. SMSonim Aid Pfuqrmn 1572 N. Main St Santa Anar CA92704 Santa Ana, CA 92701 Lejm4tifia Orange, CA 9.1867 Attachment 1 Docusign Envelope ID: 72A91 B3B-BEA1 -46FE-ACDD-1 46571 B87804 EXHIBIT 2 SANTA ANA AJCC Partner Services Aftachment 2 SANTA ANA AJCC Partner Services Service Partner Name Entity/Program Delivery Career Training Employer Method Title I Adult, DW, Youth City of Santa Ana 1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15, 1, 2, 5, 7, 9 1,2,3,4,5,6,7,8 FT, T, B, P, O 16,17 Adult Education/ Literacy Rancho Santiago 2, 3, 12, 14-15, 17 1,8 B, P, O Community College District Wagner-Peyser Employment Development Department (EDD) 1'2'' 3 4''' 5 6 8 9 10 17, ' ' 1,2,3,4 6 7 8 ' ' ' FT,PT,T,A,B,P ' Veterans (Jobs for Veterans Employment Development 1,2,3,4,5,6,8,9,10,11, State Grant) Department (EDD) 12,13,14,15,16,17 1,2,3,4,6,7, FT,T,A,B,P Trade Act (Trade Adjustment Employment Development 1,2,3,4,5,6,8,9,10,11,12,13,14,15,16,17 1,4,5,8,9 1,2,3,4,6,7,8 PT,T,A,B Assistance) Department (EDD) Unemployment Compensation Employment Development 1,9 8 PT,T,A,B Department (EDD) State Department of 1, 3 4 5 13,14, 15, 2, 6 7, 8, 11, 12, DOR Eligible: 1, 1, 2, 4 DOR Vocational Rehabilitation Rehabilitation , 16,17 2, 3, 4, 5, 6, 7, Eligible: 3, 5, PT, FT 8, 9, 8 TANF Social Service Agency- 1,2,3,4,7,8,10,11,12,13, 1,3, 4,7,8 FT,T,A,B,P Family Self -Sufficiency Carl Perkins Career Technical Rancho Santiago 2, 3, 12, 14-15, 17 1,8 j B, P, O Education Community College District I Senior Aid Program Regions II & III SER-Jobs for 1,2,3,4,5,8,11,12,13,16 1,2,3,7 1,2,3,4,6, 7 PT, T, B Title V Older Americans Act Progress, Inc. Job Corps Long Beach Job Corps 2 1, 3, 7 T, B, P, O Native American Programs United American Indian 1, 2, 3, 4 O, P, B,T (Section 166) involvement, Inc. Housing & Urban Housing Authority 2, 3, 4, 8, 10, 15 B, P, 0 Development Docusign Envelope ID: 72A9163B-BEA1-46FE-ACDD-146571687804 SANTA ANA AJCC Partner Services Attachment 2 1 CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency. ]Basic Career Services 1. Eligibility Determination. This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation. 2. Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies. 3. Initial ?assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources. 4. Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, orientation to the labor market, resume preparation assistancoF referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre -layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information. 5. Employment Statistics -Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI) 6. Eligible Provider performance and program Cost Information: Collect and provide information on: A. Eligible training service providers (described in WIOA Section 122) B. Eligible youth activity providers (described in WIOA Section 123) 2 Docusign Envelope ID: 72A91 B3B-BEA1-46FE ACDD-146571 B87804 EXHIBIT 2 SANTA ANA AJCC Partner Services Attachment 2 C. Eligible adult education providers (described in WIOA Title 1I). D. Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301). E. Eligible vocational rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973). 7. Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes. S. Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs -related payments that are necessary to enable an individual to participate in employment and training activities. 9. Unemployment Compensation: Oe?le4-and provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center. 10. Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area. 11. Follow -Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment. Individualized Career Services 12. Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include: A. Diagnostic Testing and use of other assessment tools; and B. In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals. 13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals. 14. Group Counseling Docusign Envelope ID: 72A91 B3B-BEA4-46FE-ACDD-146571 B87804 SANTA ANA AJCC Partner Services Attachment 2 1 15. Individual Counseling and Career Planning 16. Case Management: For participants who receive training services under WTOA Section 134(d)(4). 17. Short -Term Prevocational Services: Can include development of learning skills, communication skills, interviewing skills, punctuality, personal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or training. Training Services: Services offered through a training provider to help individuals upgrade their skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include: 1. OccupationaI Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels. 2. On -the -Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages. 3. Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs 4. Training programs operated by the private sector Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry -recognized certification or credential. 6. Entrepreneurial training 7. Job -readiness training 2 Docusign Envelope ID: 72A9163B-BEA1-46FE ACDD-146571 B37804 EXHIBIT 2 SANTA ANA AJCC Partner Services Atkchment 2 8. Adult Education and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law and lack basic educational skills to enable the individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to read, write, and speak in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job, 9. Customized training: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted with a commitment by the employer to employ an individual upon successful completion of the training and for which the employer pays for a portion of the cost of training. Employer Services: Santa Ana Work Center services offered to employers include: 1. Employer needs assessment: Evaluation of employer needs, particularly future hiring and talent needs. 2. Job posting: Deceiving and filling of job openings; searching resumes; providing access to a diverse labor pool. 3. Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements. 4. Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and hosting job fairs and mass recruitment. 5. 'Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees transition into new positions. 6. Labor Market Information: Access to information on labor market trends, statistics, and other data related to the economy, wages, industries, etc. 7. Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local training providers, federal laws and requirements, tax information, apprenticeship 8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc. 9. Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labor- management committees, peer counseling, etc. 5 Docusign Envelope ID: 72A91 B3B-BEAT-45FE-ACDD-146571 B87804 SANTA ANA AJCC Partner Services Attachment 2 1 Service Delivery Codes: How will your agency provide the services indicated? Code Method Description FT On -Site Staff Full Time PT On -Site Staff Part Time T Access Via Telephone A Access Via Automated System B Brochure/Handout Posting at One -Stop Center ® Other NA Not Applicable Docusign Envelope ID: 72A91 B3B-BEA1-46FE-AC;DD-14657lB87804 EXHIBIT 2 Attachment 3 Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure and Other Costs Budget 2025-2026 SSA 868.97 Sq Ft 4.50% Percentage Cost Category/ Line Item Rent Base Rent Cost Details lincl. Janitorial, Maint and Utilities Monthly Cost 12,166.441 Monthly Property Rent Total Monthly Rent and Equipment Cost 2,166.44 CAM Charges ! - - Operational Cost 2% of Rent Management Fee 1.76% of Rent Parking Parking Overages Telephone Services Total Rent Dial Tone and Voice Mail 1 $2,166.44 $2,166.44 Shared Phones by usage percentage Security Guard 11040 hrs x $30.18 1040 x $31.69 199.291 1 199.29 Equipment Public Computers Total Utilities/Maintenance $199.29 1 $199.29 Resource Room Computers (21) Computer Lab Computers (21) - **Tech & Access Costs Access System/Card IKey Total Equipment Card System $0.00 Data & Phone Cabling Cabling Information Technology Cost Wireless Network Bridge Maintenanc "`Copiers (Annual) Resource Room used by clients Copy room Copier for staff only Total Technology and Access $0.00 $0.00 Lease & Infrastructure Total $199.29 $2,166.44 $ 2,365.733 ** Technology and Access Costs are all based on percentage ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged Docusign Envelope ID: 72A91 B3B-BEA1-46FE-AC:DD-146571 B87804 EXHIBIT 2 Attachment 3-1 1119141i"i .140i1_1:� Sharing Other One -Stop Delivery System Costs i The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services SAWC Career Services: $541,376.00 • Eligibility Determination (1) • Outreach. Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment Statistics -Labor Market hifonnation (5) • Eligible Provider perfonrrance and program Cost Information (6) • Local Perfonrrarrce Information (7) • Supportive Services' Information (8) • Unemployment Compensation (9) • Eligibility Assistance (10) • Follow -Up Services (11) • Comprehensive and Specialized Assessments (12) • Individual Employment Plan Development (13) • Group Counseling (14) • Lidividual Counseling and Career Planning (15) • Case Management (16) • Short -Tenn Prevocational Services (17) Training $484,982.00 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial traurirrg (6) • Job -readiness training (7) • Adult Education and Literacy programms (8) • Customized training (9) Docusign Envelope 10: 72A91B3B-BEA1-46FE-ACDD-146571B87804 EXHIBIT 2 Attachment 3-1 APPLICABLE CAREER SERVICES Employer Services • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $209,549.20 $1,235,907.20 Docusign Envelope IU: 72A91 B3B-BEA1-46FE-ACUU-146571 B87BU4 EXHIBIT 2Attachmeni Comprehensive Cost Allocation and Partner Contributions Square Footage Partner % of Total Operational Cost Paid for Based on Square Monthly Property CAM Charges and Management Monthly Charges Monthly Rent + Amount : In- Contributions Partner Program Office Sharing / Footage fees Rent' and Charges Kind Yearly Career Payment Ratio Services" EDD 9345.17 48.37% $ 23,298.59 $ 876.03 $ 5,296.20 $ 29,470.82 $ 1,493,317.04 Santa Ana WORK Center (City of Santa Ana) 5895.52 30.51% $ 14,698.20 $ 1,361.66 $ $ 4,224.43 $ 20,284.29 $ $ 1,235,907.20 Department of Rehabilitation 161.93 0.84% $ 403.71 $ 13.69 $ 98.62 $ 516.02 $ $ 2,945,349.48 Social Services Agency -Family Self -Sufficiency 868.97 4.50% $ 2,166.44 $ 199.29 $ 2,365.73 $ 800,000.00 Santa Ana Housing Authority 485.93 2.52% $ 1,211.48 $ 41.07 $ 171.03 $ 1,423.59 $ 82,290.00 SER lobs for Progress 324.00 1.68% $ 807.77 $ 27.39 $ 197.25 $ 1,032.41 $ 2,945,349.48 Rent Stabilization Division 1915.48 9.91% $ 4,775.51 $ 161.91 $ 523.76 $ 5,461.18 $ 225,000.00 Santa Ana Public Library 324.00 1.68% $ 807.77 $ 27.39 $ 131.68 $ 966.84 $ 1,511,191.70 Total Rentable Space 19321.00 100.00% $ 48,169.47 $ 1,633.11 $ 876.03 $ 10,842.26 $ 61,520.88 $ $ 6,556,863.72 Revised 2/27/25 11:54:46 AM Docuslgn Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 INbUhAll C IlIQI 1(Pl,(Q11NL 1J WORK MAY PROCE7D F �{j�gF7�4-02A C11 Y CLERK DATE: FIRST AMENDMENT TO OFFICE LEASE BETWEEN ,C,VA(Zft) SANTA ANA CA 1 SGF, LLC AND THE CITY OF SANTA ANA Deh���.ti1S � THIS FIRST AINIIENDMENT TO OFFICE LEASE (this "First Anlendnlent") is entered . 2023 (the 'Effective Date") by and between SANTA ANA CA I SCF, into as of. -Svc, , (o LLC. a Delaware limited liability company ("_Landlord"). and THE CITY OF SANTA ANA. a charter city and I11LII11CIpal corporation (" fenallt"). r_-3 `" WITNESSETH: L r• WHEREAS. Landlord, as successor -in -interest to C'F SAN[•ANA. L I-C. a Dela\vare limited liability company, and 1'enant entered into that certain Office Lease No. A-2017-264 dated October 7. 2017. Tenant Estoppel Certificate No. ,-A-2017-26 f-01 dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16. 2018 (hereinafter collectively relerred to as the "Lease"), plll'SUallt to \Vlll l Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as SUite 200 containing approximately 19,321 rentable square Feet of office space (the 'Premises") in the building located at 801 Civic Center Drive. Santa Ana, CA 92701 (the WHEREAS. Landlord and Tenant desire to amend the Lease to set a ne\a Term of the Lease. subject to the terms and conditions set Forth herein. NOW, THEREFORE. in consideration of the af6resald premises and the other agreements and covenants hereafter set forth and For other good and valuable consideration. the receipt ol'\vhich is hereby acknowledged. the parties do hereby agree as Follows: I. IIlC01'(101'at1011 of Recitals. The above recitals are hereby incorporated into this First Alllendmellt as If flllly set l'ordi herein. AS LISC'CI herein the term "Lease" shall Illean the Lease as amended by this First ;amendment. I. Definitions. All capitalized terms used in this First Amendment shall have the meaninoos assigned to tllelll in the Lease U111CSS othel-wise specified herein. I. Term. "the Initial term as defined by Section 3, Basic Lease Provisions, o.' the Lease is hereby for a period of One Hundred Twenty (120) Full calendar montlls. colllnlellclll`-) on JUIy 1. 2023 and expirinL7 on June 30. 203; (the'Term"). Tenant shall have the 1•I`Iht to eXtelld the Fern, for two (2) sixty (60) month periods, in acCORlance \\ ith Section 3.2.2, Standard Lease Provisions. ol' the Lease. .J. Base Rent. C'omnlencing Oil JUIV I• 2023, Tenant shall palBase Rent in the f011o\\ II1t.T_ a1110UTAS: Dates A1111llal Base Relit klollthly Installment ol' Base Rent `UIlLial Rental Rate Jet' RSf 7/1/2023—6/30/202-4 $i44,852?0 $45,404.35 $2.35 i410216.11 Docusign Envelope ID: 72A911336-BEA1-46FE-AGDD-146571 B87804 EXHIBIT 2 7/l/2024 •-- 6/30/2025 $561,197.77 $46,766.48 $2.42 7/l /2025 -- 6/30/2026 $578,033.70 $48,169.47 $2.49 7/l/2026 — 6/30/2027 _ $595374.71 $49,611.56 ,2.57 7/1/2#27 — 6/30/2028 $613,235.95 $51 103.00 $2.64 7/1/2028 -- 6/30/2029 $631,633_.03- _ $52,636.09 _ $2.72 7/l/2029 -- 6/30/2030 T _ $6501582.02 $54,215.17 $2.81 7/1/2030 �- 0/30/2031. $670,099.48 $55,84.1.62 $2.89 7/t/2031_-4/30/2032 $690,202.47 $57,516.87 $2.98 7/1 /2032 _.. 6/30/20" _ $7.10 908.54 $59,242.38 $3.07 5. Base Year. The ".lase Year" is licreby amended to reflect calendar year 2023. 6. Subsection 14.1, Waiver of Liability and Indemnification, of the Standard Lease Provisions, is hereby amended as fbilows: Except to the extent caused by the gross negligence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims attd causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible, property) in any way relating to Tenant's use ani occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, writer, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or subsurface or fiorn any other place or caused by dampness, vandalism, malicious mischief:' Tenant shall indemnify, defend, protect and hold harmless Landlord. and each of the Landlord Parties from and against any and all Claims that arise out af, are occasioned by or are in arty way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of'Tenant or any Tenant Tarty, (c) any default of this Lease by 'Fetiant, or (d) any litigation or other proceedings between. Tenant and any third party; provided tlitrt Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any Such Claims arise out of the gross negligence or willfiA misconduct of Landlord, its agents or employees. 7. Tenant Irtivroverneats. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of. xhibitA attached hereto and made a part hereof. 8. As. -Is Condition. Tenant accepts the Premises in its "AS-1S, WHERE -IS" condition as of the Effective Date, and Landlord) makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the (remises or any improvettient on or a part of the Premises, except as may he otherwise set forth in. the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution of this First Amenintent, (c) it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises. 2 59102. r 6.11 Docusign Envelope ID: 72A91 13313-MEA1-46FE-AGDD-146571687844 EXHIBIT 2 9. parking Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the following: "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge, (A) a number of Short Terrn Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Tern) and (.13) a number of Long Term Project Parking Validations (defined below) eNuat to the product of one hundred eighty (180) and the number of days in such calendar month (during the "Perm), in each case to be used only by Tenant's Business Customers for parking in the Parking l;aeilities without charge; provided that (x) Landlord shall not, at any time during; the Term, be regOred under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a nurnber equal to the product of two hundred ten (21.0) and the number of days in such. caIendarmouth (during the Term) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such calendar month. shall, at the election of Landlord, either: ( l) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations tinder this Section 7.3.2(c)(ii) for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(B) sbal I be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), lbr a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business. Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking, Validations" means Prejoct Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to twenty (20) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to one (1) hour without charge." 10. No Dd,.autt. [Each ofLanilord and Tenant hereby affirm to each other that as of the 1 -bT,tive Date no breach, default, event ofdefaalt, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. it, Affirmation of Lease Terms. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shal I remain unchanged and shall continue in full force and effect. In the event there is any conflict between the terms of the Lease anal the terns set fbah in this First Amendment, the terms- specifically set out in this First Amendment shall control, From and after the Effective Hate, any and all references to "the Lease" or "this Lease" in the Lease shall mean the Lease as modi Oed by this First Amendment. 12. Mutual Authorization Representation. Each of Landlord and 'reliant hereby represent and warrant to each other that: (a) this First Amendment (and each term aA provision hereof) has been duly and appropriately authorized and executed by such party through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 5910216.11 Docusign Envelope ID: 72A91835-BEA1-46FE-ACDD-146571 887804 EXHIBIT 2 13. Drokeratye. Landlord and Tenant each represent that they had no dealings with any real estate broker, finder, or other person with respect to this First Amendment in any manner, other than Lee & .Associates Newport Beach, Inc. representing; 'Tenant ("Tenant's Broker") and Newman{ representing Landlord ("Landlord's Broker" and collectively with 'Tenant's Broker, the "Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall 1nderrrn4 and hold Landlord harmless from any cost, expense or liability (including; costs of suit and reasonable attorney's :fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of 'Tenant. Landlord shall indemnify Tenant and hold Tenal.it harmless from any cost, expense or liability (including costs of suit kind reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of .Land lord. 14. Miscellaneous. The submission of an unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by anal construed in accordance with the laws of the State of California and both parties further agree that Orange County, California, shall be the venue -for any action or proceeding that may be brought or arise out of; in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof; all prior negotiations, agreements, and understandings (not including the Lease, as amended), whether oral or written, being heresy superseded and terminated, and (e) shall become ef-ective a4 binding only upon execution and gelivery by both Landlord and Tenant. The execution of facsimiles, including the use of electronic signatures, of this First Atrlendnlent shall be binding on the parties hereto. 17. E-S_EGN and.Counterparts. Landlord and Tenant. agree: (a) that a party's electronic signature with respect to this Lease has been execrited or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission or other electronic means shall be valid delivery for rill purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, elfective and enfbrceable the same as originals for all purposes, anal may be so admitted in any judicial proceeding, regulatory proceeding or arbitration, anal in making proof of this Lease it shall be unnecessary to produce the original hereof or any or ail original signature pages; and (e) each party agrees to take any and all reasonable actions, ifany, as may be Necessary or as na<ay be reasonably .requested by any other party to this Lease to further evidence such party's intent to be bound by the provisions ofthis Lease and to ensure compliance with the provisions or the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001, et: seq., the Urii.form Electronic Transactions Act as incorporated into applicable law, and any other applicable law pertaining to electronic signatures. f Remainder of Page Intentionally Blank,- Signature Page Follom l 4 591021[.11 Docusign Envelope ID: 72A91 B3B-BEA1 -46FE-ACDD-1 46571 B87804 EXHIBIT 2 IN WITNESS WTIEREOF. Landlord and Tcnant have executed this First \mendment to be effective as of the date first set Iorth above. ATTEST: City Clerk APPROVED AS TO FORM: SONIA R. C,ARVAI,[ 10 City Attorne\ Ry: lose Montoya, As t!stant City Attorney RECOMMENDED FOR APPROVAL,: Mile Garcia Executive Director Community Development Agency CITY OF SANTA ANA (TENANT): Kristine Ridge cite ✓Manager LANDLORD: SAN fA ANA CA I SGF. LLC. a Delaware limited liability company .l Nam 04 Mike Garcia - I:XeCL1hVe Director Conlnlunity Development Agency [SIGNATURE PAGE TO FIRST AMENDAI NT TO OFFICE LEASE) 59102I6.1 1 Docusign Envelope ID: 72A9lB36-BEA1-46FE-ACDD-146571887804 EXHIBIT 2 EXHIBIT A WORD LETTER THIS WORK LETTER (this "Work. Letter" 1 is attached to and incorporates[ into the First Arneninient. Supplementing the provisions of the Lease (as amended by the first Amondment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Terrant Improvements to be installed in the Premises. 1. Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant l nprovements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter. 2. 1Dclinitioris. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized terrn'that is not defined in this Work Letter shall have the meaning liven to that terns in the Lease. (a) "Approved 'Working Drawings" is defined in Section 3(c) hereof. (b) "Building SyAcrrrs" means the structural portions of the Buililing, the common area restrooms, elevators, the Building's 1 T VAC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire: sprinklers). (c) "Contractor" means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to Section 4 hereof: (d) "Cost Proposal" is defined .in Section 5 a hereof. (e) "Days" means, unless otherwise, indicated, calendar days. (f) "Landlord Coordination .Fee" means a fee equal to five percent (5019) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and. deducted from the Truant A llowa-ace. (g) ``Landlord's Reps-&-i utative" means .Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter, Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other communication from or on behalf of.Landlord in connection with this Work, Letter unless such communication is in writing from 'Landlord's Representative. Landlord inay change the .Landlord's P.epresentative at any time upon not less than live (5) days' advance written notice to Tenant. (h) "Landlord WorV njeans all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 5910216.11 Docusign Envelope ID: 72A91B3M-BEA1-46FE-ACDD-146571B878114 EXHIBIT 2 (1) "Over-Allowance.Amount" is defined in Section 10(d) hereof. (j) "Permits" is defined in Section 6(a) hereof: (k) "Punch List Worle' means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable portion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that (to not materially interfere with Tenant's use or occupancy of the Building and the Premises. (1) "Space Plan" is defined in Section 3(a) hereof. (m) "Space Plan Allowance" shall be Zero and 1.51100 Dollars ($0.15) per rentable square foot of the Premises (i.e., up to $2,898,15), based on 19,321 rentable square fiet of the Premises, and shall be incJuded in the "Tenant Allowance and deducted there-trorn. (n) "Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work lens been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant. (such as, but not limited to, the installation and making, operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. (o) "Tenant Allowance" shall be TwentyMCight and 00/100 Dollars (,`(:28.00) per rentable square foot of the Premises (i.e., up to $540,988,00), based on 19,321 rentable square feet of the .Premises. (p) "Tenant Contractor" or "Tenant Contractors" means any employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by 'Tenant, each of whom shall be reasonably approved by Landlord before they may work. in the Building. (q) "Tenant Delay„ means a delay caused by any of the following: (i) Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii) a breach by Tenant of the terms of this Work Letter or the Lease; (iii) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 5910216.11 Docusign Envelope ID: 72A91 1336-BEA1-46FE-ACDD-146571B87804 EXHIBIT 2 (iv) "Tenant's requirement for: (A) materials, components, finishes, or improvements which are 4ifferent frown, or not included in, Landlord's standard tenant improvcmcnt items for the Building (which have been provided to "Tenant and of which Tenant acknowledges receipt); or (13) materials that are not available in a commercially reasonable tine given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v) any other acts or omissions of Tenant, or of any of the "l'enant Contractors, their agents, or employees that continue more than one (1) day after written notice thereof by Land lord. (r) "Tenant lrF&F Allowance: means a portion of the "Tenant Allowance in the amount of tip to Ten and 00/100 Dollars ($10.00) per rentable square foot of the Premises (i.e., tip to $1.93,210.00), which Tenant may use for 'Tenant's furniture, fixtures and equipment to be purchased and installed in the .Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s) "'Tenant's Representative" means the Executive Director, Community Development, or the Economic Development Manager or their designee (either such individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or oil behalf o•fTenant in connection with this Work Letter unless such communication is in writing -from Tenalat's Representative, Tenant may change the Tenant's Representative[s] at any Brno upon not less than five (5) days' advance written notice to Landlord. (t) "Working Drawings" is defined in Section_RO hereof. 3. Plan Anywoval (a) Prior to commencement of'the Landlord Work, Landlord and Tenant shall approve detailed space plans (collectively, the "Space Plan") .for the construction of the Tenant lrriprovernnents, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten (10) days after receipt thereof. (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architect and engineers to prepare and deliver. to Tenant detailed specifications and engineered working drawings for the'renant Improvements shown on the Space .Plan, with such modifications to the Space Plan as shall be necessary to comply with the requirements ofthe.Bu'ilding Systems ofthe Building (the "Working Drawings"). (c) Tenant shall approve or disapprove the Working Drawings in writing within fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsistent with the Space Plan and only ifTenant delivers to Landlord, within such faurteen (14) business day period, specific charges proposed by Tenant which are consistent with the Space flan. If'any such revisions are ti.rnely and properly proposed by 'Tenant, Landlord shall cause its architect anti 59102 16. 11 Docusign Envelope ID: 72A91B3B-BEA1-46FE ACDD-146571B87804 EXHIBIT 2 engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord anal Tenant. Upon Landlord's and "Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings". 4, Construction Contracts. Landlord shall enter into a construction contract: for the performance of the Landlord Work with the Contractor, .Landlord shall use commercially reasonableefforts to obtain at least three (3) bids from each trade (otherthan mechanical, electrical, plumbing, and fire/life safety, for cacti oj' which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landl*rd shall require its Contractor to exercise reasonable eftbrts to avoid disruption of Tenant's business and to protect the health do safety of Tenant, its employees and its guests. This shall include, at a minimum, ruing all feasible methods to minimize danger, noise, vibration, :Fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business horns. .5. Cost Estimate. (a) Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal slid I include, as nearly as possible, the cost of the Teriant Improvements (the "Cost Proposal"), The Cost Proposal shall be provided to Tenant on an open book basis (i,e., Landlord shall make available to Tenant the economic; terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials, contractor fees and permit -Fees), as well as all bids received by Landlord fibr the Landlord Work, and reasonable documentation supporting; Landlord's estimate of plan preparation costs and all otter costs of the Laudlorcrt Work), (b) Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one -tine right to propose modifications to the Working .Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one^trrrie right to modify as provided in this section, any proposed changes to the Working; Drawings (other than changes that make the; Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with the approved revisions; and (B) Landlord shall submit a revised Cost Proposal to Tenant. Tenant shall notify Landlord in writing within ten (10) clays whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within Such ten (10) day period; such Failure shall be (teemed to bea, Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c) Tenant's final written approval of: the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for landlord to purchase allmaterials 9 5910216.11 Docusign Envelope ID: 72A91133B-BEA1-46FE-ACDD-146571 B87804 EXHIBIT 2 set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvements in accordance with the Approved Working Drawings, 6. Performance of the Landlord Work. (a) Landlord shall cause the Contractor to obtain all applicable building permits for construction of the Landlord Work (collectively, the °`.Permits"), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b) if any local governmental agency requires revisions to the Approved Working Drawings, Tenant shall be deemed to have approved any adjustt-nents to the Approved Working Drawings and the Cost Proposal resulting therefrom. Tf'any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with .Landlord's obligations hereunder; (ii) increase the cost of constructing the Tenant Improvements; or (iii) will materially delay the construction of the Tenant Improvements, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 7. Change Rectuest5. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent nray be withheld in Landlord's sole discretion. Tl'Tenant requests a cha.rlge that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall riot be obligated to make such change unless Tenant agrees in writing that such delay (in the amotint reasonably determined by Landlord) is a Tenant Delay. ik Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make sucti change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section l0. & Substantial Completion. When Landlord's architect certifies that the Landlord Work Is Substantially Complete., Landlord shall notify 'Tenant thereof in writing, 'Tenant's Representative and Landlord's Representative shall at n mutually convenient date and time [but in no event later than ten (10) clays after such notice] conduct a joint walk-through of the Premises in order to revir v the 'Tenant Improvements. Based upon said walk-through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, sulaiect to Force Mljeurc, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days after such joint walla -through, in the event of any dispute as to whether Landlord has Substantially Completed the Tenant lrnprovernents, the City will be afforded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of .Landlord's architect shall be final and binding on the parties. Tenant agrees th'rtt, at the request of Landlord from time t• time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 Docusign Envelope ID: 72A91M-BEA1-45FE-ACDD-146571B87804 EXHIBIT 2 9. Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do riot interfere with the Contractor's work in the Building and the Premises, Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises at least ten (10) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including 'Tenant's data and telephone equipment) and T'enant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the tinning and purpose o.fsuch entry. In connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. if at any time any of the Tenant Contractors shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain Corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). 10. Cost Allocation, (a) Provided this Lease is in full force and effect, and Tenant is not in default thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs of Space Plan in an amount up to, but not exceeding;, the Space flan Allowance, and (li) the costs of the Tenant Work in an amount up to, but not execedii1g, the Tenant Allowance, Landlord shall deduct the Landlord Coordination Fee of the Tenant Improvements from the Tenant Allowance. (b) in no event shall Landlord be obligated to pay fot the costs of any of Tenant's furniture, computer systems, telephone Systems, equipment, or other personal property (whether or not such items tray be depicted on the Approved Working Drawings) thaC exceed the Tenant 1~F&E Allowance. Eligible costs that exceed the Tenant FF&E Allowance shall be borne by Tenmit. (c) In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant Allowance, as applicable, the amount of such excess (the "Over -Allowance Arraount") shall be paid by Tenant t:o Landlord within thirty (30) days following delivery of an. invoice by Landlord. Tenant shall not be responsible for the Over -Allowance Amount if caused by L.andlo.rd. or Landlord Contractor's awn negligence, willful misconduct, or delay. 5910216.11 Docusign Envelope ID: 72A91B3B-BEA1-46FE•ACUD-14657lB87804 EXHIBIT 2 (d) Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay fur the costs of the design, permitting, and construction of the Tenant Improvements. Miscellaneous. (a) All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building -standard specifications, materials, finishes, and supplies, unless •therwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary.for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shrill .not materially and adversely affect Tenant's use and occupancy of the Dernlsed Premises for the Permitted Use. (b) Tenant acknowledges that the timely completion of the Tenant Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonRble requests by .Landlord in connection with or .related to the design anal construction of the Tenant Improvements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information anal/or approvals, except as specifically set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Represerntati.ve and Tenant's Representative, to discuss progress in connection with the same. (c) If at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease, which default remains uncured after the expiration of applicable notice and cur€: periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which arse, Tenant shall be responsible for the "1"enant Delay caused by such work stoppage); and (ii) cell other obligations of.Landlord tinier the terms of this Work Letter shall be suspended until such time as such default is fully and finally cured. (d) Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve. (12) month period. (e) Any portion of the 'Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto, In no event shall Tenant be entitled to apply any unused portion of the "rexl.ant .Allowance towards fixture payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's fin•niture, fixtures and equipment. 12 5910216.11 Docusign Envelope ID: 72A9163B-BEA1-46FE-ACDD-146571B87804 EXHIBIT 2 ATTACHMENT 6 STATE PRIVACY AND SECURITY PROVISIONS 1. DEFINITIONS For the purpose of this Agreement, the following terms mean: a. "Assist in the Administration of the Program" means performing administrative functions on behalf of programs, such as determining eligibility for, or enrollment in, and collecting PH for such purposes, to the extent such activities are authorized by law. b. "Breach" refers to actual loss, loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar term referring to situations where persons other than authorized users and for otherthan authorized purposes have access or potential access to PI I, whether electronic, paper, verbal, or recorded. "Contractor Staff" means those employees of the contractor/subcontractor, vendors and agents performing any functions for the county that require access to and/or use of PII and that are authorized by the county to access and use PII. d. "PII" is personally identifiable information that is obtained through the MEDS or IEVS on behalf of the programs and can be used alone, or in conjunction with any other reasonably available information, to identify a specific individual. The PH includes, but is not limited to, an individual's name, social security number, driver's license number, identification number, biometric records, date of birth, place of birth, or mother's maiden name. The PH may be electronic, paper, verbal, or recorded. e. "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PII, or interference with system operations in an information system which processes PH that is under the control of the county or county's Statewide Automated Welfare System (SAWS) Consortium, or CaIWIN (California Welfare Information Network), or under the control of a contractor, subcontractor or vendor of the county, on behalf of the county. f. "Secure Areas" means any area where: i. Contractor Staff assist in the administration of their program; ii. Contractor Staff use or disclose PII; or iii. PH is stored in paper or electronic format. 1 Docusign Envelope ID: 72A916313-BEA11-46FE-ACDD-146671 B87804 EXHIBIT 2 2. PRIVACY AND CONFIDENTIALITY a. The County staff, contractors, subcontractors and vendors, covered by this Agreement may use or disclose PH only as permitted in this Agreement and only to assist in the administration of programs in accordance with 45 CFR § 205.50 et. seq and Welfare and Institutions Code section 10850, and Section 14100.2 of the Welfare and Institutions Code, Section 431.300 et. Seq. of Title 42 Code of Federal Regulations, or as authorized or required by law. Disclosures, which are authorized or required by law, such as a court order, or are made with the explicit written authorization of the individual, who is the subject of the PII, are allowable. Any other use or disclosure of PH requires the express approval in writing by County of Orange. No Contractor Staff shall duplicate, disseminate or disclose PH except as allowed in this Agreement. b. Pursuant to this Agreement, Contractor Staff may only use PH to perform administrative functions related to administering their respective programs. c. Access to PII shall be restricted to Contractor Staff who need to perform their official duties to assist in the administration of their respective programs. d. Contractor Staff who access, disclose or use PH in a manner or for a purpose not authorized by this Agreement may be subject to civil and criminal sanctions contained in applicable federal and state statutes. 3. PERSONNEL CONTROLS The County agrees to advise Contractor Staff, who have access to PII, of the confidentiality of the information, the safeguards required to protect the information, and the civil and criminal sanctions for non-compliance contained in applicable federal and state laws. For that purpose, the Contractor shall implement the following personnel controls: a. Employee Training. Train and use reasonable measures to ensure compliance with the requirements of this Agreement by Contractor Staff, including, but not limited to: i. Provide initial privacy and security awareness training to each new Contractor Staff within thirty (30) days of employment and; ii. Thereafter, provide annual refresher training or reminders of the privacy and OA Docusign Envelope U 72A91 1538-6EA146FE-ACDD-146571 B87804 EXHIBIT 2 security safeguards in this Agreement to all Contractor Staff. Three (3) or more security reminders per year are recommended; iii. Maintain records indicating each Contractor Staffs name and the date on which the privacy and security awareness training was completed; iv. Retain training records for a period of three (3) years after completion of the training. b. Employee Discipline. i. Provide documented sanction policies and procedures for Contractor Staff who fail to comply with privacy policies and procedures or any provisions of these requirements. ii. Sanction policies and procedures shall include termination of employment when appropriate. c. Confidentiality Statement. Ensure that all Contractor Staff, accessing, using or disclosing Pit, sign a confidentiality statement (provided by the County). The statement shall be signed by Contractor staff prior to accessing Pit and annually thereafter. Signatures may be physical or electronic. The signed statement shall be retained for a period of three (3) years. The statement shall include at a minimum: i. General Use; ii. Security and Privacy Safeguards; iii. Unacceptable Use; and iv. Enforcement Policies. d. Background Screening. i. Conduct a background screening of a Contractor Staff before they may access Pit. ii. The background screening should be commensurate with the risk and magnitude of harm the employee could cause. More thorough screening shall be done for those employees who are authorized to bypass significant technical and operational security controls. iii. The Contractor shall retain each Contractor Staff's background screening documentation for a period of three (3) years following conclusion of employment relationship. 4. MANAGEMENT OVERSIGHT AND MONITORING To ensure compliance with the privacy and security safeguards in this Agreement the County shall perform the following: 3 Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 BB7804 EXHIBIT 2 a. Conduct periodic privacy and security reviews of work activity by Contractor Staff, including random sampling of work product. Examples include, but are not limited to, access to case files or other activities related to the handling of PII. b. The periodic privacy and security reviews must be performed or overseen by management level personnel who are knowledgeable and experienced in the areas of privacy and information security in the administration of their program, and the use or disclosure of PII. 5. INFORMATION SECURITY AND PRIVACY STAFFING The Contractor agrees to: a. Designate information security and privacy officials who are accountable for compliance with these and all other applicable requirements stated in this Agreement. b. Provide County with applicable contact information for these designated individuals. Any changes to this information should be reported to County within ten (10) days. c. Assign staff to be responsible for administration and monitoring of all security related controls stated in this Agreement. 6. PHYSICAL SECURITY The Contractor shall ensure PII is used and stored in an area that is physically safe from access by unauthorized persons at all times. The Contractor agrees to safeguard PII from loss, theft, or inadvertent disclosure and, therefore, agrees to: a. Secure all areas of the Contractor's facilities where Contractor Staff assist in the administration of their program and use, disclose, or store PII. b. These areas shall be restricted to only allow access to authorized individuals by using one or more of the following: L Properly coded key cards ii. Authorized door keys iii. Official identification 4 Docusign Enveiope ID: 72A911f3D-i5EA1-46FE-ACDD-146571BB7804 EXHIBIT 2 c. Issue identification badges to Contractor Staff. d. Require Contractor Staff to wear these badges where PII is used, disclosed, or stored. e. Ensure each physical location, where PII is used, disclosed, or stored, has procedures and controls that ensure an individual who is terminated from access to the facility is promptly escorted from the facility by an authorized employee and access is revoked. f. Ensure there are security guards or a monitored alarm system at all times at the Contractor facilities and leased facilities where five hundred (500) or more individually identifiable records of PII is used, disclosed or stored. Video surveillance are recommended. g. Ensure data centers with servers, data storage devices, and/or critical network infrastructure involved in the use, storage, and/or processing of PII have perimeter security and physical access controls that limit access to only authorized Contractor Staff. Visitors to the data center area must be escorted at all times by authorized Contractor Staff. h. Store paper records with PII in locked spaces, such as locked file cabinets, locked file rooms, locked desks, or locked offices in facilities which have multi -use functions in one building in work areas that are not securely segregated from each other. It is recommended that all PII be locked up when unattended at any time, not just within multi -use facilities. The Contractor shall have policies that include, based on applicable risk factors, a description of the circumstances under which the Contractor Staff can transport PII, as well as the physical security requirements during transport. A Contractor that chooses to permit its staff to leave records unattended in vehicles must include provisions in its policies to ensure the PII is stored in a non -visible area such as a trunk, that the vehicle is locked, and under no circumstances permit PII be left unattended in a vehicle overnight or for other extended periods of time. j. The Contractor shall have policies that indicate Contractor Staff are not to leave records with PH unattended at anytime in airplanes, buses, trains, etc., including baggage areas. This should be included in training due to the nature of the risk. k. Use all reasonable measures to prevent non -authorized personnel and visitors from having access to, control of, or viewing PII. 5 Docusign Envelope 110: 72A91B3B-BEA1-46FE-ACDD-146571BB7814 EXHIBIT 2 7. TECHNICAL SECURITY CONTROLS a. Workstation/Laptop Encryption. All workstations and laptops, which use, store and/or process PII, must be encrypted using a FIPS 140-2 certified algorithm 128 bit or higher, such as Advanced Encryption Standard (AES). The encryption solution must be full disk. It is encouraged, when available and when feasible, that the encryption be 256 bit. b. Server Security. Servers containing unencrypted PH must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assessment/system security review. It is recommended to follow the guidelines documented in the latest revision of the National Institute of Standards and Technology (MIST) Special Publication (SP) 800-53, Security and Privacy Controls for Federal Information Systems and Organizations. c. Minimum Necessary. Only the minimum necessary amount of PI1 required to perform required business functions may be accessed, copied, downloaded, or exported. d. Mobile Device and Removable Media. All electronic files, which contain PII data, must be encrypted when stored on any mobile device or removable media (i.e. USB drives, CD/DVD, smartphones, tablets, backup tapes etc.). Encryption must be a FIPS 140-2 certified algorithm 128 bit or higher, such as AES. It is encouraged, when available and when feasible, that the encryption be 256 bit. e. Antivirus Software. All workstations, laptops and other systems, which process and/or store Pli, must install and actively use an antivirus software solution. Antivirus software should have automatic updates for definitions scheduled at least daily. f. Patch Management. i. All workstations, laptops and other systems, which process and/or store Pll, must have critical security patches applied, with system reboot if necessary. ii. There must be a documented patch management process that determines installation timeframe based on risk assessment and vendor recommendations. iii. At a maximum, all applicable patches deemed as critical must be installed within thirty (30) days of vendor release. It is recommended that critical patches which are high risk be installed within seven (7) days. iv. Applications and systems that cannot be patched within this time frame, due to significant operational reasons, must have compensatory controls implemented to minimize risk. A Docusign Envelope IM: 72A91636-BEA1 46FE-AWD-146571 B87804 EXHIBIT 2 g. User iDs and Password Controls. i. All users must be issued a unique username for accessing Pil. ii. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee within twenty-four (24) hours. Note: Twenty-four (24) hours is defined as one (1) working day. iii. Passwords are not to be shared. iv. Passwords must be at least eight (8) characters. V. Passwords must be a non -dictionary word. vi. Passwords must not be stored in readable format on the computer or server. vii. Passwords must be changed every ninety (90) days or less. viii. Passwords must be changed if revealed or compromised. ix. Passwords must be composed of characters from at least three (3) of the following four (4) groups from the standard keyboard: A. Upper case letters (A-Z) B. Lower case letters (a-z) C. Arabic numerals (0-9) D. Special characters (!,@,#, etc.) h. Data Destruction. When no longer needed, all PII must be cleared, purged, or destroyed consistent with MIST SP 800-88, Guidelines for Media Sanitization, such that the PH cannot be retrieved. i. System Timeout. The systems providing access to PII must provide an automatic timeout, requiring re -authentication of the user session after no more than twenty (20) minutes of inactivity. j. Warning Banners. The systems providing access to PH must display a warning banner stating, at a minimum: L Data is confidential; ii. Systems are logged; iii. System use is for business purposes only, by authorized users; and iv. Users shall log off the system immediately if they do not agree with these requirements. k. System Logging. i. The systems which provide access to PII must maintain an automated audit trail that can identify the user or system process which initiates a request for PH or alters PII. ii. The audit trail shall: A. Be date and time stamped; 7 Docusign Envelope ID; 72A9lE33M-BEA1-46FE-ACDD-146571B87804 EXHIBIT 2 B. Log both successful and failed accesses; C. Be read -access only; and D. Be restricted to authorized users. iii. If PI I is stored in a database, database logging functionality shall be enabled. iv. Audit trail data shall be archived for at least three (3) years from the occurrence. I. Access Controls. The system providing access to PIE shall use role -based access controls for all user authentications, enforcing the principle of least privilege. m. Transmission Encryption. i. All data transmissions of PH outside of a secure internal network must be encrypted using a Federal Information Processing Standard (PIPS) 140-2 certified algorithm that is 128 bit or higher, such as Advanced Encryption Standard (AES) or Transport Layer Security (TLS). It is encouraged, when available and when feasible, that 256 bit encryption be used. ii. Encryption can be end to end at the network level, or the data files containing PII can be encrypted. iii. This requirement pertains to any type of PH in motion such as website access, file transfer, and email. n. Intrusion Prevention. All systems involved in accessing, storing, transporting, and protecting PII, which are accessible through the Internet, must be protected by an intrusion detection and prevention solution. 8. AUDIT CONTROLS a. System Security Review. i. The Contractor must ensure audit control mechanisms are in place. ii. All systems processing and/or storing PH must have at least an annual system risk assessment/security review that ensures administrative, physical, and technical controls are functioning effectively and provide an adequate level of protection. iii. Reviews should include vulnerability scanning tools. b. Log Reviews. All systems processing and/or storing PH must have a processor automated procedure in place to review system logs for unauthorized access. c. Change Control. All systems processing and/or storing PII must have a documented Docusign Envelope ID: 72A91 13313-BEA146FE-ACDD-146671 B87804 EXHIBIT 2 change control process that ensures separation of duties and protects the confidentiality, integrity and availability of data. d. Anomalies. When the County or DHCS suspects MEDS usage anomalies, the County will work with Contractor to investigate the anomalies and report conclusions of such investigations and remediation to California Department of Social Services (CDSS). 9. BUSINESS CONTINUITY / DISASTER RECOVERY CONTROLS a. Emergency Mode Operation Plan. The Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of PH kept in an electronic format in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this Agreement for more than twenty-four (24) hours. b. Data Centers. Data centers with servers, data storage devices, and critical network infrastructure involved in the use, storage and/or processing of PII, must include environmental protection such as cooling, power, and fire prevention, detection, and suppression. c. Data Backup and Recovery Plan. i. The Contractor shall have established documented procedures to backup PH to maintain retrievable exact copies of PII. ii. The documented backup procedures shall contain a schedule which includes incremental and full backups. iii. The procedures shall include storing backups offsite. iv. The procedures shall ensure an inventory of backup media. V. The Contractor shall have established documented procedures to recover PH data. vi. The documented recovery procedures shall include an estimate of the amount of time needed to restore the PI I data. vii. It is recommended that the Contractor periodically test the data recovery process. 10. PAPER DOCUMENT CONTROLS E Docusign Envelope 1D: 72A!J1 B3B-BEAT-46FE-ACDD-146571 B87804 EXHIBIT 2 a. Supervision of Data. The PII in paper form shall not be left unattended at anytime, unless it is locked in a file cabinet, file room, desk or office. Unattended means that information may be observed by an individual not authorized to access the information. b. Data in Vehicles. The Contractor shall have policies that include, based on applicable risk factors, a description of the circumstances under which the Contractor Staff can transport PII, as well as the physical security requirements during transport. A Contractor that chooses to permit its staff to leave records unattended in vehicles must include provisions in its policies to ensure the PH is stored in a non -visible area such as a trunk, that the vehicle is locked, and under no circumstances permit PII be left unattended in a vehicle overnight or for other extended periods of time. c. Public Modes of Transportation. The PH in paper form shall not be left unattended at any time in airplanes, buses, trains, etc., including baggage areas. This should be included in training due to the nature of the risk. d. Escorting Visitors. Visitors to areas where PII is contained shall be escorted, and PII shall be kept out of sight while visitors are in the area. e. Confidential Destruction. PII must be disposed of through confidential means, such as cross -cut shredding or pulverizing. f. Removal of Data. The PH must not be removed from the premises of Contractor except for identified routine business purposes or with express written permission of HHS. g. Faxing. i. Faxes containing PII shall not be left unattended and fax machines shall be in secure areas. ii. Faxes shall contain a confidentiality statement notifying persons receiving faxes in error to destroy them and notify the sender. iii. Fax numbers shall be verified with the intended recipient before sending the fax h. Mailing. i. Mailings containing PII shall be sealed and secured from damage or inappropriate viewing of PII to the extent possible. ii. Mailings that include five hundred (500) or more individually identifiable records containing PII in a single package shall be sent using a tracked mailing method 10 Docusign Envelope IM; 72A91B36-BEA1-46FE-ACDD-146571BB7804 EXHIBIT 2 that includes verification of delivery and receipt, unless the Contractor obtains prior written permission from HHS to use another method. 11. NOTIFICATION AND INVESTIGATION OF BREACHES AND SECURITY INCIDENTS During the term of this Agreement, the County agrees to implement reasonable systems for the discovery and prompt reporting of any Breach or Security Incident, and to take the following steps: a. Initial Notice to HHS: i. The Contractor will provide initial notice to the County. The Contractor agrees to perform the following incident reporting to County. ii. Immediately upon discovery of a suspected security incident that involves data provided to Contractor by County, the Contractor will notify the County by email or telephone. iii. Within one working day of discovery, the Contractor will notify the County by email or telephone of unsecured PII, if that PII was, or is, reasonably believed to have been accessed or acquired by an unauthorized person, any suspected security incident, intrusion, or unauthorized access, use, or disclosure of Pll in violation of this Agreement, or potential loss of confidential data affecting this Agreement. Notice shall be made by contacting the County as provided in this agreement, including all information known at the time. iv. A breach shall be treated as discovered by the Contractor as of the first day on which the breach is known, or by exercising reasonable diligence would have been known, to any person (other than the person committing the breach), who is an employee, officer or other agent of the Contractor. V. Upon discovery of a breach, security incident, intrusion, or unauthorized access, use, or disclosure of PII, the Contractor shall take: A. Prompt corrective action to mitigate any risks or damages involved with the breach and to protect the operating environment; and B. Any action pertaining to such unauthorized disclosure required by applicable Federal and State laws and regulations. b. Investigation and Investigative Report. The Contractor shall immediately investigate breaches and security incidents involving PII. The Contractor will cooperate with the County during this investigation. Within seventy-two (72) hours of discovery, the Contractor shall provide new or updated information if available to County. The updated report shall include any other applicable information related to the breach or security 11 Docustgn Envelope ID: 72A91 B3B-BEA1-46FE-ACOD-146571 B87804 EXHIBIT 2 incident known at that time. The Contractor shall provide status update to County on a regular basis as agreed upon. The Contractor shall provide to County all specific and pertinent information about the Breach, including copies of any reports conducted by the Contractor or on behalf of the Contractor. The Contractor shall waive any assertion of privilege in relation to such reports. Such information and/or reports shall be provided to County without unreasonable delay and in no event later than fifteen (15) calendar days the Contractor have such information and/or report. c. Complete Report. The complete report of the investigation shall include an assessment of all known factors relevant to the determination of whether a breach occurred under applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the Information Protection Act, or other applicable law. The report shall include a Corrective Action Plan (CAP) which includes, at a minimum, detailed information regarding the mitigation measures taken to halt and/or contain the improper use or disclosure. If County requests additional information related to the incident, the Contractor shall make reasonable efforts to provide County with such information. County will review report and determine whether a breach occurred and whether individual notification is required. County will maintain the final decision making over a breach determination. d. Notifications of Individuals. When applicable state or federal law requires notification to individuals of a breach or unauthorized disclosure of their P11, the County will make the decision to either notify clients or have the Contractor give notice. If the Contractor shall give the notice, it would be subject to the following provisions: i. If the cause of the breach is attributable to the Contractor or its subcontractors, agents or vendors, the Contractor shall pay any costs of such notifications, as well as any and all costs associated with the breach. If there are any questions as to whether the County or the Contractor is responsible for the breach, the County and the Contractor shall jointly determine responsibility for purposes of allocating the costs; ii. All notifications (regardless of breach status) regarding the beneficiaries' PII shall comply with the requirements set forth in Section 1798.29 of the California Civil Code and Section 17932 of Title 42 of the United States Code, inclusive of its implementing regulations, including but not limited to the requirement that the notifications be made without reasonable delay and in no event, later than sixty (60) calendar days from discovery; 12 Docusign Envelope ID: 72A91 M-BEA1-46FE-AC00-146571 687804 EXHIBIT 2 iii. The County has contractual requirement with the California Department of Social Services and California Department of Health Care Services to approve the time, manner and content of any such notifications and their review and approval shall be obtained before notifications are made. Therefore, the Contractor must provide the notifications to County to obtain review and approval prior to notifications are made. If notifications are distributed without State review and approval, secondary follow-up notifications may be required; and iv. The County may elect to assume responsibility for such notification from the Contractor. e. Responsibility for Reporting of Breaches when Required by State or Federal Law. If the cause of a breach is attributable to the Contractor or its agents, subcontractors or vendors, the Contractor is responsible for all required reporting of the breach. If the cause of the breach is attributable to the County, the County is responsible for all required reporting of the breach. When applicable law requires the breach be reported to a federal or state agency or that notice be given to media outlets, DHCS (Department of Health Care Services) and CDSS (California Department of Social Services) (if the breach involves MEDS or SSA data), then the Contractor shall coordinate with the County to ensure such reporting is in compliance with applicable law and to prevent duplicate reporting, and to jointly determine responsibility for purposes of allocating the costs of such reports, if any. f. County Contact Information. The Contractor shall utilize the below contact information to direct all notifications of breach and security incidents to the County. The County reserves the right to make changes to the contact information by giving written notice to the Contractor. Said changes shall not require an amendment to this Agreement or any other agreement into which it is incorporated. Social Services Agency County Privacy Officer Contact 13 Docusign Envelope ID. 72A9163B-BEA1-46FE-ACDD-146571687804 EXHIBIT 2 County of Orange Social Services Agency Contracts Services 500 N. State College Blvd, Suite 100 Orange, CA 92868 714-541-7785 Karen.Vu@ssa.ocgov.com Linda Le, CHC, CHPC, CHP County of Orange OCIT - Enterprise Privacy & Cybersecurity 1055 N. Main St, 6th Floor Santa Ana, CA 92701 Email: privacy officer(cDocgov.com securityadmin2ocit.ocQov.com linda.le = ocit.ocgov.com 12. COMPLIANCE WITH SSA (SOCIAL SECURITY ADMINISTRATION) AGREEMENT The County has agreed to comply with applicable privacy and security requirements in the Computer Matching and Privacy Protection Act Agreement (CMPPA) between the SSA and the California Health and Human Services Agency (CHHS), in the Information Exchange Agreement (IEA) between SSA and CDSS, and in the Electronic Information Exchange Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with SSA (TSSR). If Contractor have access to the PII data provided by SSA, then Contractor must agree to comply with the applicable privacy and security requirements, which is available upon request. If there is any conflict between a privacy and security standard in the CMPPA, IEA or TSSR, and a standard in this Agreement, the most stringent standard shall apply. The most stringent standard means the standard which provides the greatest protection to PII. 13. COMPLIANCE WITH DEPARTMENT OF HOMELAND SECURITY AGREEMENT The County has agreed to comply with substantive privacy and security requirements in the Computer Matching Agreement (CMA) between the Department/Agency of Homeland Security, United States Citizenship and Immigration Services (DHS-USCIS) and CDSS. If Contractor have access to the PII data provided by DHS-USCIS, then Contractor must agree 14 Oocusign Envelope ID: 72A91B36-BEA1-46FE-ACDO-146571687804 EXHIBIT 2 to comply with the applicable privacy and security requirements, which is available upon request. If there is any conflict between a privacy and security standard in the CMA and a standard in this Agreement, the most stringent standard shall apply. The most stringent standard means the standard which provides the greatest protection to PII. 14. CONTRACTOR AGENTS. SUBCONTRACTORS, ,AND VENDORS The Contractor agrees to enter into written agreements with all agents, subcontractors, and vendors that have access to the Contractor's PII. These agreements will impose, at a minimum, the same restrictions and conditions that apply to the Contractor with respect to PII upon such agents, subcontractors, and vendors. These shall include, at a minimum, (1) restrictions on disclosure of PII, (2) conditions regarding the use of appropriate administrative, physical, and technical safeguards to protect P11, and, where relevant, (3) the requirement that any breach, security incident, intrusion, or unauthorized access, use, or disclosure of PII be reported to the Contractor. If the agents, subcontractors, and vendors of the Contractor access data provided to the County by SSA or DHS-USCIS, the Contractor shall also incorporate the Agreement's Exhibits into each subcontract or subaward with agents, subcontractors, and vendors. 15. ASSESSMENTS AND REVIEWS In order to enforce this Agreement and ensure compliance with its provisions, the Contractor agrees to assist the County (on behalf of CDSS and DHCS) in performing compliance assessments. These assessments may involve compliance review questionnaires, and/or review of the facilities, systems, books, and records of the Contractor, with reasonable notice from the County. Such reviews shall be scheduled at times that take into account the operational and staffing demands. The Contractor agrees to promptly remedy all violations of any provision of this Agreement and certify the same to the County in writing, orto enter into a written CAP (Corrective Action Plan) with the County containing deadlines for achieving compliance with specific provisions of this Agreement. 16. ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS In the event of litigation or administrative proceedings involving the County based upon claimed violations by the Contractor of the privacy or security of PII, or federal or state laws or agreements concerning privacy or security of PII, the Contractor shall make all reasonable 15 Docusign Envelope ID: 72A91 B3B-MEA1 -46FE-ACDD-1 45671 B87804 EXHIBIT 2 effort to make itself and Contract Workers assisting in the administration of their program and using or disclosing PH available to the County at no cost to the County to testify as witnesses. The County shall also make all reasonable efforts to make itself and any subcontractors, agents, and employees available to the Contractor at no cost to the Contractor to testify as witnesses, in the event of litigation or administrative proceedings involving the Contractor based upon claimed violations by the County of the privacy or security of PII, or state or federal laws or agreements concerning privacy or security of PII. 16 EXHIBIT 2 • CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana • •` "` , f ; - 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 r SECOND AMENDMENT TO SUBLEASE THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT ("Second Amendment") is made and entered into on July 1, 2025, ("Effective Date"), by and between CITY OF SANTA ANA a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California, (hereinafter referred to as "Sublessor") and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as "County"), without regard to number and gender. Sublessor and County may sometimes hereinafter be referred to individually as "Party" or jointly as "Parties." RECITALS I. Pursuant to a sublease dated May 7, 2019, ("Sublease"), County subleases from Sublessor approximately 1,260 rentable square feet of office space in the building located at 801 W. Civic Center, Suite 200, in the City of Santa Ana, State of California ("Premises") in order to provide Ca1WORKS services ("Services"). II. On July 1, 2023, the Parties agreed to extend the term of the Sublease for an additional two years, with a termination date of June 30, 2025 ("First Amendment') III. The County and Sublessor intend to enter into a new Memorandum of Understanding ("MOU") agreement which will commence on July 1, 2025, and terminate on June 30, 2028, for County to continue to provide Services at the Premises. IV. The Parties have agreed to also amend the Sublease consistent with the terms below, to extend the term through June 30, 2028, to be coterminous with the new MOU, to reduce rentable square footage and to adjust rent. NOW, THEREFORE, in consideration of the Recitals, above, which are incorporated herein by this reference, the Parties do herby agree to amend the Sublease as of the Effective Date first written above as follows: A. Clause 2 PREMISES (1.2 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: "Sublessor subleases to County that certain property described in Revised Exhibit A and shown on Revised Exhibit B, which exhibits are attached hereto and by reference made a part hereof, of approximately eight hundred sixty nine (869) rentable square feet ("RSF") in the building located at 801 W. Civic Center Drive, Suite 200, Santa Ana, California (collectively, the "Premises"), together with non-exclusive, in common use of elevators, stairways, washrooms, hallways, driveways for vehicle ingress and egress, pedestrian walkways, other facilities and common areas appurtenant to the Premises." B. Clause 6 TERM (1.6 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: "6. TERM (1.6 S) ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 1 of 19 Second Amendment to Sublease EXHIBIT 2 The term of this Sublease commenced on May 7, 2019 ("Commencement Date") and shall terminate on June 30, 2028, unless otherwise terminated consistent with Clause 8 (OPTION TO TERMINATE SUBLEASE) of this Sublease." C. Clause 10 RENT ADJUSTMENT (2.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: "10. RENT ADJUSTMENT (2.0 S) The monthly Rent payable by County for the Premises ("Rent") shall be automatically adjusted as follows: Period Monthly Rent Per Square Foot 7/l/25-6/30/26 $2,365.73 $2.72 7/l/26-6/30/27 $2,436.70 $2.80 7/l/27-6/30/28 $2,509.80 $2.89 The monthly Rent, above, is the amount to be paid by County. The "Per Square Foot" rate, above, is an estimate for statistical purposes only and for no other purpose." D. Clause 62 NOTICES (7.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: "62. NOTICES (7.0 S) All written notices pursuant to this Sublease shall be addressed as set forth below or as either Parry may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by facsimile machine, or seventy-two (72) hours after deposit in the United States Mail. Notwithstanding the above, notices may also be provided by personal delivery, by regular mail, or by electronic mail and any such notice so given shall be deemed to have been given upon receipt. TO: Sublessor TO: Counly City of Santa Ana County of Orange 801 W. Civic Center Drive, Suite 200 Social Services Agency Santa Ana, CA 92701 500 N. State College Boulevard, 6th Floor Attention: Deborah Sanchez Orange, CA 92868 Attention: Director, Administrative Services With a copy to: City Attorney's Office City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92701 With a copy to: County Executive Office 400 W. Civic Center Drive, 5th Floor Santa Ana, CA 92701 Attention: Chief Real Estate Officer" ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 2 of 19 Second Amendment to Sublease EXHIBIT 2 E. Clause 63 ATTACHMENTS (7.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: "63. ATTACHMENTS (7.0 S) This Sublease includes the following, which are attached hereto and made a part hereof: I. EXHIBITS Revised Exhibit A - Description of the Premises Revised Exhibit B — Depiction of the Premises Revised Exhibit C - First Amendment to Office Lease (Master Lease)" Clause 64 [COUNTERPARTS (N)] is hereby added to the Sublease in its entirety: "64. COUNTERPARTS (N) This Second Amendment may be executed in one or more electronic or original counterparts, each of which will be deemed an original signature but all of which together will constitute one and the same instrument." F. Wherever a conflict in the terms or conditions of this Second Amendment, First Amendment, and/or the Sublease exists, the terms and conditions of this Second Amendment shall prevail. In all other respects, the terms and conditions of the Sublease and/or First Amendment not specifically changed by this Second Amendment shall remain in full force and effect. // // // // // ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 3 of 19 Second Amendment to Sublease EXHIBIT 2 WITNESS WHEREOF, the Parties have executed this Second Amendment the day and year first above written. APPROVED AS TO FORM: SUBLESSOR OFFICE OF COUNTY COUNSEL CITY OF SANTA ANA ORANGE COUNTY, CALIFORNIA ATTEST: By: Deputy County Counsel Date: RECOMMENDED FOR APPROVAL: SOCIAL SERVICES AGENCY By: Dorthe Lee, Director of Administration COUNTY EXECUTIVE OFFICE Bv: Steven K. Miller CEO Senior Real Estate Manager COUNTY COUNTY OF ORANGE By: Thomas A. Miller, Chief Real Estate Officer County Executive Office Per Board Approved ASR dated June 27, 2023; Minute Order dated June 27, 2023, Item No, 70. Date: By: Jennifer L. Hall City Clerk BY: Alvaro Nunez City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: By. ,/A/1 /te�"� Michael L. Garcia Executive Director Community Development Agency ES: 3/12/25 CEO/SBUSSA-017-60-1 SSA/City of Santa Ana Page 4 of 19 Second Amendment to Sublease EXHIBIT 2 REVISED EXHIBIT A PROJECT NO: CEO/SBL/SSA-017-060-1 DATE: 3/7/25 PROJECT: American Job Center WRITTEN BY: ES Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 All the Premises referred to and shown as crosshatched on a plot plan marked Revised Exhibit B, attached hereto and made a part hereof, being approximately Two Hundred Sixty -One (261) RSF of exclusive office space and approximately Six Hundred Eight (608) RSF of non-exclusive office space in a four (4) story building located at 801 West Civic Center Drive, Suite 200, in the City of Santa Ana, County of Orange, State of California, together with appurtenant right to use common areas located thereon, and in common with others the non-exclusive right to use any unreserved parking spaces in the parking structure located at the southwest corner of the property shown on Revised Exhibit B. NOT TO BE RECORDED ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 5 of 19 Second Amendment to Sublease EXHIBIT 2 REVISED EXHIBIT B UPI i m st io 801 West CivicEt TO [J Center Drive �F W Civic Center Dr Old Courthouse Museurn Esports Are Sublease Area: Room 222 and Room 230 u�eL Euert.wun lul wrt enwr r[ei'lel l.e w_ L3NE STOP %AN14 AMA .�.I. C GG wow if=7R _ L:.To C C C B01 Chic Cara {The Yl�l "••• 17PS'lk t.C` as T... WP. E 2 •xu wm iw �... l� -:•F i-l�iiti - `{..Sf.p :'C::.':L.:::E: AR 11�T9 -.. 8f:�4wiRS'tq 'i'S6.T -JAW---s,%='""N' Ts -Mir, y _ _ N.'01-'1'dI -- r- ..S�J�r =i 'ti �3'R�9s.: `.`•",L•'.N �,�:n^tie.FM' . . V UIJ •ee x�t�§st'aaa¢•aaaa.B�SM,as:.'ow�e° l ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 6 of 19 Second Amendment to Sublease EXHIBIT 2 INSURANCE NOT REQUIRED WORK MAY pROCE`_D CITY CLERK DATE: � :CRh(2)(NO (DebafhS ) REVISED EXHIBIT C A-2017-264-02A FIRST AMENDMENT TO OFFICE LEASE BETWEEN SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment') is entered into as of 7vn a tv I, 2023 (the "Effective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ("Landlord"), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant'). WITNESSETH: WHEREAS, Landlord, as successor -in -interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 2017, Tenant Estoppel Certificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16. 2018 (hereinafter collectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19,321 rentable square feet of office space (the "Premises") in the building located at 801 Civic Center Drive, Santa Ana, CA 92701 (the -Building"); WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: I . Incorporation of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set forth herein. As used herein the term "Lease" shall mean the Lease as amended by this First Amendment. 2. Definitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein. 3. Term. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Lease is hereby for a period of One Hundred Twenty (120) full calendar months, commencing on July 1, 2023 and expiring on June 30, 2033 (the "Term"). Tenant shall have the right to extend the Term for two (2) sixty (60) month periods, in accordance with Section 3.2.2, Standard Lease Provisions, of the Lease. 4. Base Rent. Commencing on July 1, 2023, Tenant shall pay Base Rent in the following amounts: Dates Annual Base Rent Monthly Installment of Base Rent Annual Rental Rate per RSF 7/l /2023 — 6/30/2024 $544,852.20 $45,404.35 $2.35 59102t6.t ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 7 of 19 Second Amendment to Sublease EXHIBIT 2 7/l/2024 — 6/30/2025 $561,197.77 $46,766.48 $2.42 7/l/2025 — 6/30/2026 $578,033,70 $48,169.47 $2.49 7/ l/2026 — 6/30/2027 $595 374.71 $49,614.56 $2.57 7/l/2027 — 6/30/2028 $613,235.95 $51,103,00 $2.64 7/1/2028 — 6/30/2029 $631,633.03 $52,636.09 $2.72 7/l/2029 -- 6/30/2030 $650,582.02 $54,215.17 $2.81 7/l/2030 — 6/30/2031 $670 099.48 $55,841,62 $2.89 7/1/2031 — 6/30/2032 $690,202.47 $57,516.87 $2.98 7/l/2032 — 6/30/2033 $710,908.54 $59,242.38 Base Year. The "Base Year" is hereby amended to reflect calendar year 2023. 6. Subsection 14.1, Waiver of Liability and Indemnification, of the Standard Lease Provisions, is hereby amended as follows: Except to the extent caused by the gross negligence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including; without limitation, loss of profits and intangible, property) in any way relating to Tenant' s use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks ftom any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischicf. Tenant shall .indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of"tenant or any Tenant Party, (c) any default of this .Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees. 7. Tenant Improvements. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A attached hereto and made a part hereof. 8. As -Is Condition. Tenant accepts the Premises in its "AS -IS, W1-1ERF,-IS" condition as of the Effective Date, and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution of this First Amendment, (c) it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises. 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 8 of 19 Second Amendment to Sublease EXHIBIT 2 Parking. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the following: "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of one hundred eighty (180) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that (x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar .month in excess of a number equal to the product of two hundred ten (210) and the number of days in such calendar mouth (during the Term) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such calendar month. shall, at the election of Landlord, either: (1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to twenty (20) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to one (1) hour without charge." to. No Default. Each of Landlord and Tenant hereby affirm to each other that as of the Etfective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. 1.1. Affirmation of Lease Terms. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in full force and effect. In the event there is any conflict between the terms of the Lease and the terms set forth in this first Amendment, the terms specifically set out in this First Amendment shall control. From and after the Effective Date, any and all references to "the Lease" or "this Lease" in the Lease shall mean the Lease as modified by this First Amendment, 12. Mutual Authorization Representation. Each of Landlord and Tenant hereby represent and warrant to each other that: (a) this First Amendment (and each term and provision hereof) has been duly and appropriately authorized and executed by such party through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 5910216,11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 9 of 19 Second Amendment to Sublease EXHIBIT 2 13. Brokerage. Landlord and Tenant each represent that they had no dealings with any real estate broker, finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the `Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnity Tenant and hold Tenant harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord. 14. Miscellaneous. The submission of an unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by and construed in accordance with the laws of the State of California and both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof, all prior negotiations, agreements, and understandings (not including the Lease, as amended), whether oral or written, being hereby superseded and terminated, and (e) shall become effective and binding only upon execution and delivery by both Landlord and Tenant. The execution of facsimiles, including the use of electronic signatures, of this First Amendment shall be binding on the parties hereto. 17. E-SIGN and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery ofthis Lease via electronic transmission or other electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Lease it shall be unnecessary to produce the original hereof or any or all original signature pages; and (e) each party agrees to take any and al I reasonable actions, if any, as may be necessary or as may be reasonably .requested by any other party to this Lease to further evidence such party's intent to be bound by the provisions of this Lease and to ensue compliance with the provisions of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001, et seq., the Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable law pertaining to electronic signatures. Lemainder of Page Intentionally Blank- &-nature Page Follows] 5910216,11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 10 of 19 Second Amendment to Sublease EXHIBIT 2 IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to be effective as of the date first set forth above. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 116se Montoya, As iStant City Attorney RECOMMENDED FOR APPROVAL: Mike Garcia Executive Director Community Development Agency CITY OF SANTA ANA (TENANT): —�— N Kristine Ridge City Manager LANDLORD: SANTA ANA CA I SGF, LLC, a Delaware limited liability company t f: Bv: Nam : Title: JI Mike Garcia - Executive Director Community Development Agency [SIGNATURE PAGE TO FMTAMENDMENT TO OFFICE LEASE] 5910210.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 11 of 19 Second Amendment to Sublease EXHIBIT 2 EXHIBIT A WORK LETTER THIS WORK LETTER (this "Work Letter") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises. 1. Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter, 2. Definitions. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in Section 3(c) hereof. (b) `Building Systems" means the structural portions of the Building, the common area restroorns, elevators, the Building's I VAC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire sprinklers). (c) "Contractor" means the general contractor engaged by Landlord for performance of the .Landlord Work pursuant to Section 4 hereof. (d) "Cost Proposal" is defined in Section 5(a) hereof. (e) "Days" means, unless otherwise indicated, calendar days. (t) "Landlord Coordination Fee" means a fee equal to five percent (5%) of the hard and soft. costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g) "Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval., inquiry or other communication from or on behalf of Landlord in connection with this Work Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant. (h) "Landlord Work" means all work necessary and appropriate to complete the "tenant Improvements in accordance with this Work Letter and the Lease. 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 12 of 19 Second Amendment to Sublease EXHIBIT 2 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 13 of 19 Second Amendment to Sublease EXHIBIT 2 (i) "Over -Allowance Amount" is defined in Section 10(d) hereof. 0) "Permits" is defined in Section 6 a hereof. (k) "Punch List Work" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable portion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises. (1) "Space Plan" is defined in Section 3(a) hereof. (m) "Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square foot of the Premises (i.e., up to $2,898.15), based on 19,321 rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom. (n) "Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not limited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. (o) "Tenant Allowance" shall be Twenty -Eight and 001100 Dollars ($28.00) per rentable square foot of the Premises (i.e., up to $540,988.00), based on 19,321 rentable square feet of the Prernises. (p) "Tenant Contractor" or "Tenant Contractors" means any employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by Tenant, each of whom shall be reasonably approved by Landlord before they may work in the Building. (q) "Tenant Delay" means a delay caused by any of the following: (i) Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii) a breach by Tenant of the terms of this Work Letter or the Lease; (Hi) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 14 of 19 Second Amendment to Sublease EXHIBIT 2 (iv) Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, or not included in, Landlord's standard tenant improvement items for the Building (which have been provided to Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v) any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employees that continue more than one (1) day after written notice thereof by Landlord. (r) "Tenant FF&F Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/100 Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $193,210.00), which Tenant may use for Tenant's furniture, fixtures and equipment to be purchased and installed in the Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s) "Tenant's Representative" means the Executive Director, Community Development, or the Economic Development Manager or their designee (either such individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is in writing from Tenant's Representative. Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord. (t) "Working Drawings" is defined in Section 3(bb) hereof. Plan Approval. (a) Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans (collectively, the "Space Plan") for the construction of the Tenant Improvements, which space plans shall be prepared by Landlord's architect and sulliect to Tenant's reasonable approval within ten (10) days after receipt thereof. (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architect and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the "Tenant Improvements shown on the Space Plan, with such modifications to the Space Plan as shall be necessary to comply with the requirements of the Building Systems ofthe Building (the "Working Drawings"). (c) Tenant shall approve or disapprove the Working Drawings in writing within fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsistent with the Space Plan and only if Tenant delivers to Landlord, within such fourteen (1.4) business day period, specific changes proposed by Tenant which arc consistent with the Space Plan. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 15 of 19 Second Amendment to Sublease EXHIBIT 2 engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings", 4. Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor, Landlord shall use commercially reasonable efforts to obtain at least three (3) bids from each trade (other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable efforts to avoid disruption of Tenant's business and to protect the health & safety of Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours. Cost Estimate. (a) Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Improvements (the "Cost Proposal"). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials, contractor fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work). (b) Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working .Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any proposed changes to the Working Drawings (other than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with the approved revisions; and (B) Landlord shall submit a revised Cost Proposal to Tenant. Tenant shall notify Landlord in writing within ten (10) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within such ten (10) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c) Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for Landlord to purchase all materials 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 16 of 19 Second Amendment to Sublease EXHIBIT 2 set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvements in accordance with the Approved Working Drawings. 6. Performance of the Landlord Work. (a) Landlord shall cause the Contractor to obtain all applicable building permits for construction of the Landlord Work (collectively, the "Permits"), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b) If any local governmental agency requires revisions to the Approved Working Drawings, Tenant shall be deemed to have approved any ad'{ustments to the Approved Working Drawings and the Cost Proposal resulting therefrom. if any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord's obligations hereunder; (ii) increase the cost of constructing the Tenant Improvements; or (.i.ii) will materially delay the construction of the Tenant Improvements, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 7. Change Requests. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. IfTenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant .Improvements, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section t0. S. Substantial Completion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing. Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time [but in no event later than ten (10) days after such notice] conduct a joint walk-through of the Premises in order to review the Tenant Improvements. Based upon said walls -through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, subject to Force Maleure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days after such joint walls -through. In the event of any dispute as to whether Landlord has Substantially Completed the Tenant Improvements, the City will be afforded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of Landlord's architect shall be final and binding on the parties. Tenant agrees that, at the request of Landlord from time to time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 17 of 19 Second Amendment to Sublease EXHIBIT 2 9. Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises, Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises at least ten (10) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. Tn connection with any such entry, Tenant acknowledges and agrees that al I Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an individual Tenant Contractor, or as to al l Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to al I the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). 10. Cost Allocation. (a) Provided this Lease is in full force and effect, and Tenant is not in default thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs of Space Plan in an amount up to, but not exceeding, the Space Tian Allowance, and (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shall deduct the Landlord Coordination Fee of the Tenant Improvements from the Tenant Allowance. (b) In no event shall Landlord be obligated to pay for the costs of any of Tenant's furniture, computer systems, telephone systems, equipment, or other personal property (whether or not such iterns may be depicted on the Approved Working Drawings) that exceed the Tenant FF&E Allowance. Eligible costs that exceed the Tenant FF&E Allowance shall be borne by Tenant. (c) Tr► the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant Allowance, as applicable, the amount of such excess (the "Over -Allowance Amount") shall be paid by Tenant to Landlord within thirty (30) days following delivery of an invoice by Landlord. Tenant shall not be responsible for the Over -Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay. 5910216.11 ES: 3/12/25 CEO/SBUSSA-017-60-1 SSA/City of Santa Ana Page 18 of 19 Second Amendment to Sublease EXHIBIT 2 (d) Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting, and construction of the Tenant Improvements. 11. Miscellaneous. (a) All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building -standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary .for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of the Demised Premises for the Permitted Use. (b) Tenant acknowledges that the timely completion of the Tenant Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or related to the design and construction of the Tenant hnprovements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information and/or approvals, except as specifically set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same. (c) If at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease, which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay caused by such work stoppage); and (ii) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is fully and finally cured. (d) Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve (12) month period. (e) Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be tnrfeited with no further obligation by .Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused portion of the Tenant Allowance towards future payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's furniture, fixtures and equipment. 12 5910216.11 ES: 3/12/25 CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 19 of 19 Second Amendment to Sublease Exhibit 3 Memorandum of Understanding For Santa Ana Workforce Development Board and the Santa Ana Housing Authority Exhibit 3 MEMORANDUM OF UNDERSTANDING 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2) AJCC Partner The parties to this MOU are the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the Santa Ana Housing Authority, a collocated one -stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3) PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and Santa Ana Housing Authority, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION The term of this MOU shall commence July 1, 2025 and terminate June 30, 2028, unless earlier terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the Parties shall be obligated to perform such duties as would normally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality. This MOU will remain in effect until the termination date, unless one of the conditions in Paragraph 32 occurs. Exhibit 3 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714) 565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm Exhibit 3 The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List ("ETPL") eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; 4 Exhibit 3 h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Trams Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and Participation in Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner Exhibit 3 Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; V. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; M Exhibit 3 ix. The Age Discrimination Act of 1975, as amended; X. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 7 Exhibit 3 Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 0 Exhibit 3 10) SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Changes in work assignments or concerns regarding the responsibilities of the parties are to be handled between the site supervisor and Partner management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staff s responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 11) AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); E Exhibit 3 c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12) INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities, maintenance and services; 10 Exhibit 3 c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Any changes to AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY a_ Rent C ostc: Rent costs shall be based on the base rent and common area maintenance (CAM) charges. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the ten-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities, Maintenance and Services: This section includes telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. Security guard services are also included in this section and are allocated based on the percentage of space usage. Security guard services will increase by approximately 5% annually. c_ Equipment: Public computer are shared and available to all clients. These are allocated on the AJCC partner's assigned space percentage. dd_ Te�� and Internet Access C'nst..c: Cost of printers and copiers for common use that are connected to the internet, and other technology that may become necessary for shared use are allocated based on the AJCC partners percentage of space usage. 15) INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non - infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC 11 Exhibit 3 Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third party In -kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD18-12, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. 12 Exhibit 3 AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 17) DATA SHARING City/SAWDB is required to maintain policies and procedures for safeguarding PII. The provision also requires training for the vendor/partner. Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a. Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; f. Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA- 13 Exhibit 3 protected education records, confidential information in UI records, and personal information in VR records. 18) CONFIDENTIALITY There are strict confidentiality requirements under State and Federal laws. All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each parry will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each parry's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 14 Exhibit 3 20) ACCESSIBILITY Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE City is required to maintain a procedure for grievance and complaints per the WIOA. The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23)AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 24) HOLD HARMLESS/INDEMNIFICATION/LIABILITY In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising 15 Exhibit 3 out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 26) DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27) CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29) PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 16 Exhibit 3 31) SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any parry unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the parry in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any parry may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: 17 Exhibit 3 City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 Partner: Santa Ana Housing Authority Attn: Housing Manager 20 Civic Center Plaza M-25 Santa Ana, CA 92701 34) INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance by endorsement, to the commercial general liability and employee dishonesty/crime insurance policies and the coverage shall be primary and non- contributory with regard to the City. 35) AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease Exhibit 3 1N WITNESS W1 [ER.EOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Andrea Garcia -Miller Assistant City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager RECOMMENDED FOR APPROVAL: Michael L. Garcia Executive Director Community Development Agency FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD orkForce Vopmzbk Board Chair FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Santa Ana Housing Authority AJCC Partner -� 71,�o�S Michael L. Garcia Date Executive Director Community Development Agency 20 Civic Center Plaza M-25, Santa Ana, CA 92701 Address 19 Exhibit 3 Attachment 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult, Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title II Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act 29 U.S.C. 49 et se also providing the ( q•)- p g state's public labor exchange. Employment Veterans Development Jobs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (UI) Development Unemployment Insurance (UI) programs under No Department (EDD) state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions II & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American United American Indian Indian and Native American Programs (Section Programs Involvement, Inc. 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 Exhibit 3 Attachment 1 AJCC Partners Location and Map ff V,- [� .A'LiiA Af. �f '' - 55 G40I GNNE ltl<. Joe � M Tii451( AY- SA1�A C1MA � SANER O ARA If►'. 1 r 1TTH 5Taqu. • . 3 • x SiH Si • SAMTA AIM IL lsr St ' I J r ►� t; 9 ❑ G � ELtt"R AV N V 5T. AItp1EVr P1 z � � WAMB AV y 55 '*a Al SEGOWF M AU M AE 11A[IpTiaJM IL i+w 'r � a � � � m SUMELOWR a N Strata Atva wDwCenlar O Cantennial Adult Eduudan 2940 W. Edinger Ave. Stata Dapartrnant & © Rehabilitation lorg B: ach lab Corps 1903 Santa FQ kwa. Ammo's Job Cantor of Csliiornia Td9 The City Drive, Suits 110 lorx3 "dc CA qrA t C W1 W.GricCarrmr Dr. Santa Ana. CA927N Orargq CA 42868 Strata Ar►& CA92101 A9an Anwion Partners Sama Ana Col6ga 153r3 W. 1 Ttft St Social Services Agavty 1928 S. Grand Arne. g Some, Canto N. SL asoni 6nownwd Dbvalopr-ant Dw rt—re Santa Ana. U 927oo Sarta Arai. CA 927M SarAnaRrc. Sancta Ana. U 9I701 A 51ata Dopartntant of Rehabrlitabon O.0 5odW Srrvices Agency Goadrrtll Industries Colkwp 3 Wbrkforca Pr rabvr Cantor spa CTUlbopVallay High Sdwol 1 ism S Greart Rxnington Education Cantu 1 13Zs L sllt St. SEWSankw Aid Prograrn � :/ Santa And U 92 Tn 1 1572 N. ilAiin S2. Santa Ma. U 927Da 92 Laatnalik Oranip, CA 92867 Attachment 1 Exhibit 3 SANTA ANA AJCC Partner Services Attachment 2 SANTA ANA AJCC Partner Services Service Partner Name Entity/Program Career Training Employer Delivery Method Title I Adult, DW, Youth City of Santa Ana 1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15, 1 2 5 7 9 1 2 3 4 5 6 7 8 FT T B P O , 16,17 Rancho Santiago Adult Education/ Literacy Community College 2, 3, 12, 14-15, 17 1,8 B, P, O District Employment Development Wagner-Peyser Department (EDD) 1" " " ' 2 3 4 5 6 8 9 10 17 2 3 416 7 8 1" ' FT PT T A B P V " ' Veterans (Jobs for Veterans Employment Development 1,2,3,4,5,6,8,9,10,11, State Grant) Department (EDD) 12,13,14,15,16,17 1 2 3 4 ,6,7 FT,T,A,B,P,V Trade Act (Trade Adjustment Employment Development Current program is expired Assistance) Department (EDD) Unemployment Compensation Employment Development 1,9 8 T,A,B Department (EDD) State Department of 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13, 14, 15, DOR Eligible: 1, 1, 2, 4 DOR PT, FT Vocational Rehabilitation Rehabilitation 16,17 2, 3, 4, 5, 6, 7, Eligible: 3, 5, 8, 9, 8 Social Service Agency - TAN Family Self -Sufficiency Carl Perkins Career Technical Rancho Santiago Education Community College District Senior Aid Program Regions II & III SER-Jobs for 1, 2, 3, 4, 8, 10, 11, 12, 13, 15, 16 1, 2, 5, 7 PT, T, B Title V Older Americans Act Progress, Inc. Job Corps Long Beach Job Corps Native American Programs United American Indian (Section 166) Involvement, Inc. Exhibit 3 SANTA ANA AJCC Partner Services Attachment 2 Housing &Urban Development Housing Authority 1,2, 3, 4, 8, 10,13, 15,16,17 FT, B, P, O CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency. 1. Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation. 2. Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies. 3. Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources. 4. Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, orientation to the labor market, resume preparation assistance; referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre -layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information. 5. Employment Statistics -Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI) 6. Eligible Provider performance and program Cost Information: Collect and provide information on: A. Eligible training service providers (described in WIOA Section 122) 2 Exhibit 3 SANTA ANA AJCC Partner Services Attachment 2 B. Eligible youth activity providers (described in WIOA Section 123) C. Eligible adult education providers (described in WIOA Title II). D. Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301). E. Eligible vocational rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973). 7. Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes. 8. Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs -related payments that are necessary to enable an individual to participate in employment and training activities. 9. Unemployment Compensation: Provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center. 10. Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area. 11. Follow -Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment. 12. Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include: A. Diagnostic Testing and use of other assessment tools; and B. In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals. 13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals. 3 Exhibit 3 SANTA ANA AJCC Partner Services Attachment 2 14. Group Counseling 15. Individual Counseling and Career Planning 16. Case Management: For participants who receive training services under WIOA Section 134(d)(4). 17. Short -Term Prevocational Services: Can include development of learning skills, communication skills, interviewing skills, punctuality, personal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or training. Training Services: Services offered through a training provider to help individuals upgrade their skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include: 1. Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels. 2. On -the -Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages. 3. Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs 4. Training programs operated by the private sector Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry -recognized certification or credential. 6. Entrepreneurial training 7. Job -readiness training El Exhibit 3 SANTA ANA AJCC Partner Services Attachment 2 8. Adult Education and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law and lack basic educational skills to enable the individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to read, write, and speak in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job, 9. Customized training: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted with a commitment by the employer to employ an individual upon successful completion of the training and for which the employer pays for a portion of the cost of training. Employer Services: Santa Ana Work Center services offered to employers include: 1. Employer needs assessment: Evaluation of employer needs, particularly future hiring and talent needs. 2. Job posting: Receiving and filling of job openings; searching resumes; providing access to a diverse labor pool. 3. Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements. 4. Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and hosting job fairs and mass recruitment. 5. Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees transition into new positions. 6. Labor Market Information: Access to information on labor market trends, statistics, and other data related to the economy, wages, industries, etc. 7. Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local training providers, federal laws and requirements, tax information, apprenticeship 8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc. 9. Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labor- management committees, peer counseling, etc. Exhibit 3 SANTA ANA AJCC Partner Services Attachment 2 Service Delivery Codes: How will your agency provide the services indicated? Code Method Description FT On -Site Staff Full Time PT On -Site Staff Part Time T Access Via Telephone A Access Via Automated System B Brochure/Handout P Posting at One -Stop Center O Other NA Not Applicable Exhibit 3 Attachment 3 Santa Ana AJCC Comprehensive Infrastructure and Other Costs Budget 2025-2026 Cost Category/ Line Item Base Rent Cost Details Incl. Janitorial, Maint and Utilities CAM Charges Operational Cost 2% of Rent Management Fee 1.76% of Rent Parking Parking Overages Telephone Services Total Rent Dial Tone and Voice Mail Shared Phones by usage percentage Security Guard 1040 hrs x $30.18 1040 x $31.69 Equipment Public Computers Total Utilities/Maintenance Resource Room Computers (21) Computer Lab Computers (21) **Tech & Access Costs Access System/Card Total Equipment Key Card System Data & Phone Cabling Cabling Information Technology Cost Wireless Network Bridge Maintenance ***Copiers (Annual) Resource Room used by clients Copy room Copier for staff only Total Technology and Access Lease & Infrastructure Total SAHA 491.33 Sq Ft 2.54% Percentage Monthly st W Monthly Property Rent 1,224.95 Total Monthly Rent and Equipment Cost 1,224.95 41.53 41.53 38.15 38.15 $38.15 $1,266.48 $1,304.63 129.70 129.70 $129.70 $129.70 $0.00 $0.00 2.76 2.76 1.78 1.78 $4.54 $4.54 $172.39 $1,266.48 $1,438.87 ** Technology and Access Costs are all based on percentage Revised 5/28/2025 9:18 AM ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged Exhibit 3 Attachment 3-1 Applicable Career Services Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services DOR Career Services: $589,069.89 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(10) • Follow -Up Services(11) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $2,356,279.58 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) Exhibit 3 Attachment 3-1 Applicable Career Services Employer Services $0 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $2,945,349.48 Exhibit 3 Attachment Comprehensive Cost Allocation and Partner Contributions Partner Program Square Footage Paid for Based on Office Sharing / Payment Ratio of Total Square Footage Monthly Property Rent* CAM Charges Operational Cost and Management Fees Monthly Charges Monthly Rent + and Charges Amount: In- Kind Partner Contributions Yearly Career Services** EDD 9448.78 48.90% $ 23,556.90 $ 885.74 $ 6,371.95 $ 30,814.59 $ 2,542,122.41 Santa Ana WORK Center (City of Santa Ana) 5955.50 30.82% $ 14,847.73 $ 1,375.51 $ $ 5,147.23 $ 21,370.47 $ $ 1,947,477.00 Department of Rehabilitation 163.78 0.85% $ 408.32 $ 13.84 $ 118.42 $ 540.58 $ $ 2,945,349.48 Social Services Agency -Family Self -Sufficiency 868.97 4.50% $ 2,166.45 $ 199.29 $ 2,365.74 $ 1,235,907.20 Santa Ana Housing Authority 491.33 2.54% $ 1,224.95 $ 41.53 $ 172.39 $ 1,438.87 $ 202,860.00 SER Jobs for Progress 236.56 1.70% $ 816.64 $ 27.68 $ 236.87 $ 1,081.19 $ 12,397.50 Rent Stabilization Division 1737.52 8.99% $ 4,331.84 $ 146.86 $ 475.14 $ 4,953.84 $ Santa Ana Public Library 327.56 1.70% $ 816.64 $ 27.68 $ 132.74 $ 977.06 $ Community Action Partnership of OC Rancho Santiago Community College District Job Corps United American Indian Involvement, Inc. Total Rentable Space 19230.00 100.00% $ 48,169.47 1 $ 1,633.10 1 $ 885.74 $ 12,854.03 $ 63,542.34 $ $ 8,873,716.09 Revised 6/10/25 6:23:46 AM INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE: FIRST AMENDMENT TO OFFICE LEASE BETWEEN -LDA(,A�N) SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA (UebMr A-) Exhibit A-2017- 64-02A THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment'') is entered into as of -S,, a (.p, 2023 {the ``Effective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ("Landlord'), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant"). f WITNESSETH: WHEREAS, Landlord, as successor -in -interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 2017, Tenant Estoppel Certificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16. 2018 (hereinafter collectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19321 rentable square feet of office space (the "Premises") in the building located at 801 Civic Center Drive, Santa Ana, CA 92701 (the `'Building"); WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged. the parties do hereby agree as follows: 1. Incorporation of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set forth herein. As used herein the term "Lease' shall mean the Lease as amended by this First Amendment. 2. Definitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein. 3. Term. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Lease is hereby for a period of One Hundred Twenty (120) full calendar months, commencing on July 1, 2023 and expiring on June 30, 2033 (the "Term"). Tenant shall have the right to extend the Term for two (2) sixty (60) month periods, in accordance with Section 3.2.2, Standard Lease Provisions. of the Lease. 4. Base Rent. Commencing on July 1, 2023, Tenant shall pay Base Rent in the following amounts: Dates Annual Base Rent tvIonthly Installment of Base Rent Annual Rental Rate per RSF 7/l/2023 — 6/30/2024 $544,852.20 $45,404.35 $2.35 5910216.11 Exhibit 3 7/l/2024 — 6/30/2025 $561,197.77 $46,766.48 $2.42 7/l/2025 — 6/30/2026 $578 033.70 $48,169.47 $2.49 7/l/2026 — 6/30/2027 $595 374.71 $49 614.56 $2.57 7/1/2027 — 6/30/2028 $613,235,95 $51,103.00 $2.64 7/1/2028 — 6/30/2029 $6311633.03 $52,636.09 $2.72 7/1/2029 -- 6/30/2030 $650 582.02 $54,215.17 $2.81 7/1/2030 — 6/30/2031 $670 099.48 $55,841.62 $2.89 7/1/2031 — 6/30/2032 $690,202.47 $57,51.6.87 $2.98 7/l/2032 — 6/30/2033 $710 908.54 $59,242.38 $3.07 5. Base Year. The "Base Year" is hereby amended to reflect calendar year 2023. 6. Subsection 14.1, Waiver of Liability and Indemnification, of the Standard Lease Provisions, is hereby amended as follows: Except to the extent caused by the gross negligence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (.including; without limitation, loss of profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and :hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of"Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees. 7. Tenant JDVroyemetits. Landlord consents to (but does not require) "Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A. attached hereto and made a part hereof. 8. As -Is Condition. Tenant accepts the Premises in its "AS -IS, WHERE -IS" condition as of the Effective Date, and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution of this First Amendment, (c) it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises. 2 59102t6.1 Exhibit 3 9. Parking. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the following: "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of one hundred eighty (180) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge, provided that (x) Landlord shall not, at any time during the 'Perm, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of hvo hundred ten (210) and the number of days in such calendar month (during the Tenn) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such calendar month. shall, at the election ofLandlord, either: (1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to twenty (20) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to one (1) hour without charge." 10. No Default. Each of Landlord and Tenant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. 11. Affirmation of -Lease Terms,. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shall .remain unchanged and shall continue in full force and effect. In the event there is any conflict between the terms of the Lease and the terms set forth in this FirstAmendment, the terms specifically set out in this First Amendment shall control. From and after the Effective Date, any and all references to "the Lease" or "this Lease" in the Lease shall mean the Lease as modified by this First Amendment. 12. Mutual Authorization Representation. Each of Landlord and Tenant hereby represent and warrant to each other that: (a) this First Amendment (and each term and provision hereof) has been duly and appropriately authorized and executed by such party through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 591b2M11 Exhibit 3 I3. Brokerage. Landlord and Tenant each represent that they had no dealings with any real estate broker, .finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the `Brokers"). Landlord shall pay Brokers a leasing commission in connection with this first Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or :fees claimed by any other real estate broker or agent in corniection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnify Tenant and hold Tenant harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord. 14. Miscellaneous. The submission of an unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or.more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by and construed in accordance with the laws of the State of California and both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof, all prior negotiations, agreements, and understandings (not including the Lease, as amended), whether oral or written, being hereby superseded and terminated, and (e) shall become effective and binding only upon execution and delivery by both Landlord and Tenant. The execution of facsimiles, including the use of electronic signatures, of this First Amendment shall be binding on the parties hereto. 17. E-SIGN and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission or other electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any.judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Lease it shall be unnecessary to produce the original hereof or any or all original signature pages; and (e) each party agrees to take any and al reasonable actions, .if any; as may be necessary or as may be reasonably requested by any other party to this Lease to further evidence such party's intent to be bound by the provisions ofthis Lease and to ensure compliance with the provisions of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001, et seq., the Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable law pertaining to electronic signatures. rRemainder• ofEake 11ntentiopgIl Blank- Signature Page Follows/ 4 5910216.1 t Exhibit 3 IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to be effective as of the date first set forth above. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:,Oose Montoya, As istant City Attorney RECOMMENDED FOR APPROVAL: -v& , "/ Mike Garcia Executive Director Community Development Agency CITY OF SANTA ANA (TENANT): Kristine Ridge City Manager LANDLORD: SANTA ANA CA I SGF, LLC, a Delaware limited liability company B N Ti Mike Garcia - Executive Director Community Development Agency [SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASE] 5910216.11 Exhibit 3 EXHIBIT A WORK LETTER THIS WORK LETTER (this "Work Letter") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises. I. Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter. 2. Definitions. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized teen that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in Section 3(c) hereof. (b) "Building Systems" means the structural portions of the Building, the common area restrooms, elevators, the Building's HVAC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire sprinklers). (c) "Contractor" means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to Section 4 hereof. (d) "Cast Proposal" is defined in Section 5(a) hereof. (e) "Days" means, unless otherwise indicated, calendar days. (t) "Landlord Coordination Fee" means a fee equal to five percent (5%) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such tee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g) "Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other communication from or on behalf of Landlord .in connection with this Work. Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant. (h) "Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 591©216.11 Exhibit 3 (i) "Over -Allowance Amount" is defined in Section 10(d) hereof. 0) "Permits" is defined in Section 6(a) hereof. (k) "Punch List Worlc" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable portion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises. (1) "Space Plan" is defined in Section 3(a) hereof. (m) "Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square :foot of the Premises (i.e., up to $2,898,15), based on 19,321 rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom. (n) "Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not limited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. (o) "Tenant Allowance" shall be Twenty -fight and 00/100 Dollars ($28.00) per rentable square foot of the Premises (i.e., up to $540,988.00), based on 19,321 rentable square feet of the Premises. (p) "Tenant Contractor" or "Tenant Contractors" means any employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by Tenant, each of whom shall be reasonably approves[ by Landlord before they may work in the Building. (q) "Tenant Delay" means a delay caused by any of the following: (i) Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii) a breach by Tenant of the terms of this Work Letter or the Lease; (iii) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 7 5910216.11 Exhibit 3 (iv) Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, or not included in, Landlord's standard tenant improvement items for the Building (which have been provided to Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v) any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employees that continue more than one (1) day aver written notice thereof by Landlord. (r) "Tenant FF&E Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/100 Dollars ($10.00) per rentable square foot of the .Premises (i.e., up to $1.93,21 OM), which Tenant may use for Tenant's furniture, fixtures and equipment to be purchased and installed in the Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s) "Tenant's Representative" means the Executive Director, Community Development, or the Economic Development Manager or their designee (either such individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is .in writing from Tenant's Representative. Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord. (t) "Working Drawings" is defined in Section 3(b)hereof. 3. Plan Annroval. (a) Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans (collectively, the "Space Plan") for the construction of the Tenant Improvements, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten (10) days after receipt thereof. (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architcct and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the Tenant Improvements shown on the Space Plan, with such modifications to the Space Plan as shall be necessary to comply with the requirements of the Building Systems of the Building (the "Working Drawings"). (c) Tenant shall approve or disapprove the Working .Drawings in writing with in fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsistent with the Space Plan and only if Tenant delivers to Landlord, within such fourteen (14) business day period, specific changes proposed by Tenant which are consistent with the Space Plan. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 5910216.11 Exhibit 3 engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings". 4. Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three (3) bids From each trade (other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable efforts to avoid disruption of Tenant's business and to protect the health & safety of Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours. 5. Cost Estimate. (a) Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Improvements (the "Cost Proposal"). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials, contractor fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work). (b) Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working .Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any proposed changes to the Working Drawings (other than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with. the approved revisions; and (B) Landlord shall submit a revised Cost Proposal to Tenant. Tenant shall notify Landlord in writing within ten (10) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within such ten (10) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c) Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for Landlord to purchase all materials 9 5910216.11 Exhibit 3 set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvements in accordance with the Approved Working Drawings. 6. Performance of the Landlord Work. (a) Landlord shall cause the Contractor to obtain all applicable building permits for construction of the Landlord Work (collectively, the ".Permits"), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b) If any local governmental agency requires revisions to the Approved Working Drawings, Tenant shall be deemed to have approved any adjustments to the Approved Working Drawings and the Cost Proposal resulting therefrom. If any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with .Landlord's obligations hereunder; (i.i) increase the cost of constructing the Tenant Improvements; or (i.ii) will materially delay the construction of the Tenant Improvements, .Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 7. Chanee Requests. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. If Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in. costs in accordance with Section t0. 8. Substantial Completion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing, Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time [but in no event later than ten (10) days after such notice] conduct a joint walls -through of the Premises in order to review the Tenant Improvements. Based upon said walk-through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, subject to Force Majeure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days after such joint walk-through. in the event of any dispute as to whether Landlord has Substantially Completed the Tenant Improvements, the City will be alTorded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of .Landlord's architect shall be final and binding on the parties. Tenant agrees that, at the request of Landlord from titne to time after the initial .inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 Exhibit 3 9. Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises, Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises at least ten (10) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. in connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revolve Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). 10. Cost Allocation. (a) Provided this Lease is in full force and effect, and Tenant is not in default thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs of Space Plan in an amount up to, but not exceeding, the Space flan Allowance, and (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shall deduct the Landlord Coordination Fee orthe Tenant Improvements from the Tenant Allowance. (b) In no event shall Landlord be obligated to pay for the costs of any of Tenant's furniture, computer systems, telephone systems, equipment, or other personal property (whether or not such items may be depicted on the Approved Working Drawings) that exceed the Tenant FF&E Allowance. Eligible costs that exceed the Tenant FF&.E Allowance shall be borne by Tenant. (c) In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant .Allowance, as applicable, the amount of such excess (the "Over -Allowance Amount") shall be paid by Tenant to Landlord within thirty (30) days following delivery of an invoice by Landlord. Tenant shall .not be responsible for the Over -Allowance Amount if caused by Landlord. or Landlord Contractor's own negligence, willful misconduct, or delay. 5910216.11 Exhibit 3 (d) Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting, and construction ofthe Tenant improvements. IL Miscellaneous. (a) All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building -standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of the Demised Premises for the Permitted Use. (b) Tenant acknowledges that the timely completion of the Tenant Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or .related to the design and construction of the Tenant Improvements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information and/or approvals, except as speciFically set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same. (c) If at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease, which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay caused by such work stoppage); and (ii) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is fully and finally cured. (d) Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve (12) month period. (e) Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused portion of the Tenant .Allowance towards future payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's furniture, fixtures and equipment. 12 5910216.11