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Home My WebLink AboutORANGE, COUNTY OF - SOCIAL SERVICES AGENCY (5) IDocWgM Envelope 1D:72A91 B36-13EM-46EF ACDD-146571687804 INSURANCE NOT REQUIRED a-2025-1 7 s-a3 WORK MAY PROCEED CITY CLERK DATE: JUL 3 1 2025 Memorandum of Understanding v: c0A (') D e btl rrrh S r�noh2 z(pz) For Santa Ana ''workforce Development board and the County of Orange Social Services Agency Docusign Envelope ID:72A91830-BEAI.46F"E E1CDUp l 45671687804 MEMORANDUM OF UNDERSTANDING I. LEGAL AUTHORITY i 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 See. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans,Performance Accountability, and the AJCC Systems 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 WJOA 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 Aria 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 fx-am.ework to support the established service delivery through the sharing ofresources and casts. 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 wound normally extend beyond this tern, 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 Doouslgn Envelope I17;7ZA91 B38 SEA1.46FE ACDD-146571 B878O4 S. 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 patties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6. SA.NTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Iutegration suggests more than partnering or assembling multiple fiunding 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 worldorce 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; [) 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 1 A. LOCATION I The AJCC is currently Iocated in.Santa Ana as follows: American Job Center(Comprehensive A3CC) , Santa Ana WORK.CENTER 801 W. Civic Center Arrive, Suite 2001 Santa Ana, CA 92 701 (714)565-2600 Open to the Public: Monday--Friday 8:00 am-5:00 pm MA-063-25011196 3 i j i I Docusign Envelope 10:72A81B3B-BEA1-46FFE ACDD-146671887804 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 I 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 their with the necessary skills to participate in building a world-class workforce in Santa Ana, The SAWC offers the community a variety of informational, Mployment 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: ].. �Rslc Career�5ervices:, a. Eligibility deteirnination; b. Outreach,intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, nuinamey, 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, i_ii. 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 Unemploymeat Insurance claims; and i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Y da lized Career Seakes: 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; c. Individual counseling; £ Career planning; g. Short-term pre-vocational services, including: development of learning skills; communication skills; and, other soft shills to prepare individuals for employment or training; MA-063•-25011196 4 i Docuslgn envelope 0 72A91 M-13LM-46Fk-AMD-146671 E197804 i 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. a�ailxixx _Sex� i es;. a. Occupational shills 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. n a erviCM a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE I. AJCC ONE-STOP OPERATOR PROCURE,MEATT The SAWDB will procure the AJCC Operator tluough 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 docutnontation 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 ofApplicable 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 sex-vice. The AJCC Partner has indicated they shall MA-063-25011196 5 DOOV819n Envelope ID;72A9lBaB-BEAT-46FE-ACOD-1466711357804 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 stale 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 terrns 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. Pal des agree that all equipment and future 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 3 8;Final Rule,published December 2, 2016); ii. Title V1 and VII of the Civil Fights Act of 1964(Public Law 88••352), as amended; i.ii. 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. Dopartment of Labor; A. 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; viL 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:72A91 M-BEA146FE ACOD-146b71B87804 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 ofpersonal information held by the'VR agency(34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State UT 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. S. SSA RLSPONSlrBl]E(TIES 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 feasibly 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. Cozavidtment to the joint mission, vision, goals, strategies, and performance measures; d. The design and IW of cormnon 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 Dowslgn Envelope ID:72A91638-BEA1-46F ACDD.l4667lBB78o4 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. RE,FERRALS 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 malting there 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. SUPER'VfSION/DA'Y-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 supervisors). 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 supervisors)and SSA management. MA-063-25011196 g DOCQu ign Envelope W.72A91B3B-BEA1.46FEACou-146571BB7904 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 SAWDR and SAWC at the beginning of each fiscal year. dl wilding 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. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of,its ermployee(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. 1.1.. AJCC OPERATING BUDGET The purpose ofParagraph l I is to establish a-financial plan,including terms and conditions,to fund j the services and operating costs of the local AJCC.The parties to this MOU agree that joint handing 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 f 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); i 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 i 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 B3B-BEA1.48FEAODO-14$571BB78o4 e. All parties will meet and confer regarding-replacement,acquisition, cleaning and maintenance of farnishings. 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 Infrastructuro Funding Agreement); h 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 seep 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("ITW) 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) anal 20 CFR 678.500 and 678.755, The ZFA 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 f 00ausl9n Envelope ICJ;72A@18313-BEA1 46FE-A000-1 46671 UM04 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 b an AJCC P tner's in L c `i g pp y ar ftas#r� tole 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. Uq?RASTRUCTURE 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, Corxmon 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 Casts: Maintenance of Network Wireless Bridge will be a rnont1dy charge based on casts 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-Pi and other technology charges are allocated based on the percentage of total space allocated. 15. INFRASTRUCTURE CONT1l3UTIONS 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 Rind 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 I� Docuslgn Envelope ID:72A91E136-BEAT-46F1-ACDD-146671B87804 Partner's proportionate share. If third-party in-bind 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 infrasttuctuare 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:parky In-1dnd: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 tho AJCC in general or support the proportionate share of AJCC infrastructuure costs of 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 DELMEA RY SYSTEM COSTS In compliance with W10A 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 Worktorc,, Services l?irvWve (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 far the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. R-_ecluired 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 seavice 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 MA-063-25011196 12 Docustgn Envelope ID:72A9f B30-BFA1»4f3F ACOD-1465716878Q4 as set forth herein. 17. DATA SHARING Parties shall abide by the requirements in Attachments 6. 1.8. PRESS RELEASES AND COMMUNICATIONS All patties shall be consulted and notified prior to communicating with the press, television.,radio or any other form of media regarding its ditties or performance under this MOU. Participation of each party in press/media presentations will be determiaed 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. 19. ACCESSIBILITY Accessibility to the services provided by the AJ'CCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network.,lob 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-IDISC E ATION 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.3'he 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. 22. AMfERIC.AN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and MA-063-25011196 13 i Docuslgn Envelope ID:72AVIB3B-BEA1-46FC--ACUL)-146571sE17004 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 pro cod-tiresestablished by the SA.WDB and the AJCC Partners are in compliance with the ADA. 23.HOLD IIARMLESSiIN DEMNIFICA'TION/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 harmlm 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. SLYLRABYLITY 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 requite 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 requiivanents may be cause for suspension or debarment tinder 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 RUGARDING LOBBYING All parties shall comply with the Byrd Anti.-Lobbying Amendment (31 U.S.C. Section1352), 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.DE BARWJ NT 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. NIA-063-25011196 14 i Docusfcgn Envelope 10:7ZA91536-BEA1-46FE-AC7U-14657IBa7804 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) mid its implementing regulations and guidance.Partners will target recruit sent of special populations that receive a. focus for services under W10A, such as individuals with disabilities, low-income individuals,basic shills deficient youth, and English language learners. 29. BUY AMERICAN PROVISION Each party that receives funds made available under title I or 11 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 TELL 05-06,Luplementing the Salary and Bonus Limitations in Public Law 109- 234,TELL 17-15,Workforce innovation and Opportunity Act(W10A)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 II, title 1, Section 105)and 114-223,and WIOA section 194(15)(A),restricting the use of federal grant fiends 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 H. 31. TERMINATION This MOU will remain in effect until the end date speciftod in Paragraph 4 above,unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate hands 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; a 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 VOCUSign Enuelope ID;72A91BM-8EM-46FE-ACOD-146571B87804 to terminate this MOU by giving written notice thereof to the party in breach,Upon which teimination 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 clays in advance of the effective withdrawal elate. if agreed to by all parties,the thnefi-ames for notice maybe 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 patties, 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 Collage Blvd, Suite#100 Orange,CA 92868 33. TNSU"NCE 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 p>i.-immy 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 Uoouslgn Envelope ID:72AOI B3B-BEAI�4fihl:AC;DU.146571 B3 7#04 IAri"d`A HLSIL'fllTS- Attachment 1: AJCC Partners Location and Map Attachment Z: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Tnfraslrueture Budget, and Other System Cost Budget Attachment 3-1:Applicable Career Services Attachment 4. Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease Attactunent 6: State Privacy and Security Provisions MA-063-25011196 17 i 00C116Ign Envelope ID. 72A91636-BEA1-46rE-AGUU-1455711187804 WHEREFORE, the parties hereto have executed this Agrceinent in the County of Orange, California. FOR THE CITY OF SANTA ANA Attest: City of Sant na: City Cler City Manager. Dated: {�� 1�L4�.S' Dated: LA Recommended for Approval: Approved as to Form: Executive Director Assistant City Attorney Community Development Agency Dated: w ZQZ�5 Dated: FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD ram, r � i Chair *9tz4�:y:dr:'rak:kk�t�;�rkkh'rk::�.�aY;:�ekk°k�:k9rYtr'rF�Fx:F4•y'xk�:#*dr�xx:��:3c;Y:YL�kks-*�:;'c�:kirxLirixsFk,frY�r�rkek MA-06 t-25011196 18 Eocusiyn Envelope 11.7,72A9113313-13EAT-46FE-ACRE-146571B87804 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: _41 341�_a_ CHAIRMA 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: q•� aar-ash' ROBIN STILLER Clerk of the Board County of Orange, California APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA 6ocu5igned by: By: rwf DEPUTY Dated: 3/21/2025 4:02:55 PM PET MA-063-25011196 19 DOCUSIGn Envelope ID: 72A91838-tr1-A1-46FE-ACED-1 48571 68 7804 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 W10A Title I Adult, Dislocated Workers, Youth Programs Yes programs Rancho Santiago WIOA title Il Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Literacy and Carl Perkins District Career and technical education(CTE) 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 Ili Wagger-Peyser Employment Development Services, authorized under the Wagner-Peyser Department (EDD) Act(29 U.S.C.49 et seq.),also providing the Yes state's public labor exchange.. Employment Jots for Veterans State Grants (JVSG), Veterans Development authorized under chapter 41 of title 33,U.S.C. Yes Department (EDD) Employment Trade Adjustment Assistance(TAR), 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 (Ul) Development Unemployment Insurance(UI) programs under No state unemployment compensation laws. Department (EDD) State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Rehabilitation Services Rehabilitation Act of 1973(29 U,S.C, 720 et Yes 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 SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Yes 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 Second Chance Act of 2007(42 U.S.C. 17532) NO and WIOA sec. 169 ❑ocusign Envelope ID:72A91 B3B-BEAT-46FE-AC;DO-14o571 B87804 Attachment 1 AJCC Partners Location and Map -1/vl � _ r h a f itlfii': ,'Fr- � _C n�r2LL'SI'�3d.�Jr I 3a��7€a.f=i.rLt7�l n'� Lj r , _ `• ._........T..........�� ST1't"sE Yam,.-•.:� � 1 '— rf VJ'dMMU 6L tCII ? } �I I � } l 01 L L_ L3IR 1 i 1 IMMER AV ell LA0CfJ file r �, 6,7nteiirirtdAtE-du�cn Statal3rF r!rrcrtof cr Bc-icr r.bC� .r.��rta.1r�-is r,�,C"1#a,>e,r ;� � p- rrcr�'s 1 b Cintaf r,i+:a-IHc::r-; l k'.i=d'rnc r iti . t sI Sis sn l ra Ave. ttt .i.C'r.ti_tsnft7ra.. 5-xiii114na,A927-v4 augTlsa'City 11riW,-O-QIIn _ r lh:CArtmIC• A ar+"'��nMmn 5i`rrnFisaIE�IfC+�: £ -`soe'�rlS�rFrw 'wo-r-�-o SniarGmF_, ]lCTFii� t531y'i.7]115t %6I S#29�.CC°4s�.14+1T- r Tf{4k�frt,l�3 +s?�C�Itr1ILr � 7i;rt _aajApa,C.,�5?7�5 kritaAmr CAgwx,i 85<aCl $rcli�t 51ataBff�offtr,_nw f�k--IbIft tol Santa AnLr: quoi CMG SC611_&-rXez;'',?g,1rC r Lo}fcgo as' €_n !fF•1 �Vary kI'rr9Fs 34mrington€tTsratir s�Csr r Cseofidti frAid Oi- ,""� l�sc ar Saar�ni�r r � r Imm,ttif r ArJ rt :J 1:?hl,}vzin ST Sant.,Ail,CA977,04 i� San*z Ana.CA 527Di ly xr�r4LiP, Aftach T ent I ". 1 a. Go r; 00 u; ua cp titi a "' Li 41 re; rri rri m N N rlF cq .6h nl ,4 ri rl rl C0 r-I W 00 rl ri to W R cri Ab w h F� V fd 00 M t7l ff co N ryTI ct: rl v_ <i L_l N 00 V4 rl 1 U 6ff L tww i Hto f� rl P� c-I rlw '. N bsA9 ri h! M � (71 c p Ln V? l[? Lr Cp' LfF n0 d pp' r�l Ln- to ce rq N' ��q N m cq lCl N' m c N rr]w T4, r1 rj ram! e-I ri a-4 rl" rl `� N rl N e^I N .a) •d) (U yr G o CL L m nn aar� � as ar © o n a w dav i ' E oc 0S. dQ ao fl 44 • a cu cu to ro a E ur v m E +4 a �a m a w a� ,� n c n U 4J lJ w 0 w 0 w n w © Ln w Ln u. ox V to ci tEi r a a! m u �' H E f�l i LU tl1 0 '5 w ra 41 C b ca o -. o' as 4V a �' w 0 a L 41 ar as tD w ©, d ; as a 0. u Ln w v, 0 4 ro a n a I— a > C cn U O i �" . I `0 a • n ' 4.4 ° p n tl Uo 0 � ova a o p 0 a to ° '. Wdo � ' a .� � 04 U +� may El Oi t5CA/0 .9 1 > to .� in . o � Ua U '6"n •� 0 OW8, w 0uo`p� CL on q a 4 i E cn s •M rb `" od WO o a eD - a o rl !o ,0 o . 44 -d j � a .. 0 .2 o �U ru a v� O •� � ax az � a� cti � i .' d tD �]" U ,. bye eta •460 a I U 42 im ° • •� m CL eti t a � ' 0 w U q 0 4) au rn U 6 L V ej 40 q C!] Lp q C� 8 e� .� a d ai ,MU vq b� •g4 o � •� v „� � pr rp W � N ��j'p u� � Q � N 0 ca as 11' pi bil t�l ® Lip q N u] U y 04 "O O u f CL ui p d i � I ti Cb �2 42 U Sct Q 0 , ca , bA o q o f m .2 qQ .— ao . Q . dl N y Ra ¢� 5` P1 b U - t ops 14 � 4-c ° o . O 'd ,��' O v, O � R a vi bp ► `•^ate N N �4� q ty ~pp O '� U O OP4N Q ra �- w rra a 4� t�s � W O � aj . •� � � O u�} O N� q •� � � fti .� cq�1°` ,�r icy � c�v� � q � N �i � y� +^Q �4 cl tU v, y 47 •,�, r�i� Cj �' � �d � � ,r�O°� ,. O O bA p o O `n p ci ' O emir b4 o U o W bu r° o +2 CD to Ago 0' .41 91 0 a 0 d) 30 bi) � a 41 0, 0 PA c�c� � '� � '� • � � ��-� v s�,.° � o � ° � � '� eta , rA 9 �4 "i a< <ri ui t; cd d� � q ui � m � . o � § � u 2 . � / 3 � 2 k o � . m m M ■ d / 2 2 $ 2 B � k / � © � f � t � 4m % OJ k § ■ f . . ) � 2 a � � ) � \ � . � k U � § � \ � � \ � � R � Docusign Envelope ID: 72Ag1B38-BFAl-46FE-ACOD-14657IB.07804 Attachment 3 Santa Ana Workforce development Board AJCC Comprehensive Infrastructure and Other Costs Budget 2025-2026 SSA am.91 �-541FI 4.S(Yb6 Percentage Total Monthly Monthly Rent and Cast Category/ Monthly property Equipment Line Item Cost Details Cost Rent Cost Raise Rent Incl.Janitorial,Maint and Utilities - 2,166.44 2,166.44 CAM Charges - - OporaWn gl Cost ee of Rent m anag4�wgtent Fee 1.76%of Rent t� > marking Overages Total Rent $2,166. $2,166.44 75-harfad Services Dial Torre and Voice Mail ones by usage percentage - oad 1040 hrs x$30.18 1040 x$31.69 199.29 199.29 f'otal Utilities/Maintenance $199.29 $199.29 4 i pubfic Computers Resource Roam Computers(21) Computer Lab Computers(21) Total Equipment $0.00 **Tech&Access Costs 'Access System/Card Key Card System - - Data&Rhone Cabling Cabling iniarmation Technology Cost Wireless Network Bridge Maintenanc `"trCopiers(Arrmsal) Resource Room used by clients Copy room Copier for staff only Total Technology and Access $0,00 $o.0o Lease&Infrastructure Total $199.29 $2,166.44 $2,365.73 **Technology at?d 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 Enveiope ID. 72A91B3B-BEA1.46FE-ACUU-14657'IB87804 Attachment 3-1 APPLICABLE CAREER SERVICES Sharing utter 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 SerAices" 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 Appl c aMe Career Services S,ANVC Career Services: $541,376.00 • Eligibility Detetinination(1) • Outreach,futake and Orientation(2) Iaaitiaal Assessment (3) Job Seramb. Placement Assistance, and Career Counseling(4) ID Employment Statistics-Labor Market InfoiYaiation(5) t 0 Eligible Pro-cider performance and program Cost Information(6) Q Local Perforaraaiice Informattion (7) 0 Supportive Services'Liforivation(8) o Unenaplciment Compensation(9) Eligibility Assistance (10) o Foliotiv-Up Services (11) • Comprehensive and Specialized Assessments (12) • Individual Employment Plan Development(13) • Group Counseling(14) • Iu;dividual Connseling and Career Plaiuiing(15) • Case Maaiaffement(16) • Shoal-Teim Prevocational Services (17) Training $484,982.00 • Occupational Skills Training(1) • Dig.-the-Job Training(OJT) (2) • WorkTlace and cooperative education(3) r Training programs operated by the private sector (4) • Skills upgradmi g and retraining(5) * Entrepreneurial trams mi g (6) • Job-readiness training(7) • AduIt Education and Literacy programs (8) • Customized training(9) Ao4us19rl 1;r1VOfOPO 10:72A81B313-1 EA1-46FE-AGDO-146571BMW Attachment 3-1 APPLICABLE CAREER SERVICES Empl.loyer Sex-vices $209,549.20 � * 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 $1,235,907.20 m p Q 1 CO a IB CJ u m r If pppQ N fff .�. fp �. V G rod Qai �a K� Ij fLn u r ft V'i v� 4ti vt I vk s0' y7 4$ N — � 1 c c C 1.4 f'V C N UT 1f } N r N m m .a C6 fn 4 u9 m N rk vo v O V P a ✓1 ta Z]W L a o m n C m IA uo w `�J N V 1D N O M Il w N ai L N S�Is h T N m C4 L N IV '* ri eq V Ln a O7 0 u e p { � � rt W C O �... 4? y CfF 41 tri N e!A dP1 44 Cd 4 r a n y.. - °a m yS�r 10 Ol (� Qt rf C:i wf LI to U 4 rry T +ry -'� pp .y M N n H P rn fu CM1 G .+ c W n rl r n Ln i. E} OC 4f R O m V o Ct c] T 1M1 N 1D L7 t't W C4 ? W N N y 4�y 4 T C V-Y I M.I 41.t N to 4S !? to U1 0 V 0 e w fA vryi a~i cr yf � co T 4 C N �g G co p a L� ,Ny en n rrl Q O hJ v 4 IL A � iGp u'1 ' 4 P a 3 e u cmi Vmi .-4 LC C M m Qm5 CLf 3 -C rf LO G o 6. co co 0 ❑ E W u �7 R W w -P� 07 p " O u .. m c C u % ew ri ~ O a a a o y m m c Q n Lit C f^ ¢ 4 � a � m yea © R LU © vAi rj JS w u�i a fn F�- c N 7 U 4 Docusign Envelope ID 72A91 B36-EEA1-46FE ACDD-146571 1387804 IN N,$ A-203-7-264-02A UAIF„ FIRST AMENDMENT TO OFFICE LEASE BETWEEN SANTA ANA CA I SCF, LLC AND THE CITY OF SANTA ANA THIS FIRST AMENDMENT TO OFFICE LEASE (this"First Anlcndnlent") is entered into as of v r,�, 61'. 20?3 (the '`Lfli ctive Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited 116114l company (. Lclnckord.,), and THE CITY OF SANTA, ANA. a ehartel'City and municipal corporation ("Tenant'°}. c--, WITNESSETH: WHEREAS. Landlord, as successor-in-interest to C'F 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-2017-26=4-01 dated February 8. 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-26 4-02 dated February 16, 2018 (hereinafter collectively retlerred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased lrorn landlord that certain premises identified is Suite 200 containing approximately 19,121 rentable square feet of office space (the "Premises") in the building located at 801 Civic Center Drive. Santa Arta, CA 92701 (the "Bulldinsg"°); WHEREAS, Landlord and Tenant desire to amend the Lease to set anew Term of the Lease, SUbjject to the terms and conditians sett forth herein. NOW, THEREFORE. in consideration of the aforesaid premises and the other ac*reements and covenants hereafter set firth and for other good and valuable consideration, the receipt of which is hereby ack now]edged, the parties do hereby agree as fbllowwvs: 1. Incorporation of Recitals, Tile 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 meanin4gs assigned to them in the Lease unless othel-wvise specified herein. 3. Term. The Initial Term as defined by Section 3, Basic Lease Provisions, or the Lease is hereby for a period of One Hundred Tvventy (120) fail 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(?) sixty (60) month periods. in accordance with Section 3.21.2, Standard Lease Provisions- ofthe Lease. 4. Base bent. Commencing nn July 1. 2023, Tenant shall pay Base Rent in the f011owaiRg amounts: Monthly Installment Annual Rental Rate Dates Arint1al Base Rent of Base Rem per RS)~ 7/l/20?3 —6/i0i2024 S544.852-20 S45,=404.35 52,35 sEr 1t)21 ri.l I Daausegn Envelope ID:72A91 B3B-6erA4-46FE.ACDD-14B571 B878o4 6/301A3O 7!llLf24 2 __ . 5 1 197.77 $ G 7fi&.4 _ - $22. 2 7/1/2U25-6/301257 033.7D ` 2, y7 71[12#2f- 613012 595,374.7 $49616 57 7/1/2(21-6/30/2 $613 235.95 $51103 a .G 711l2028 63a(2 1,63303 � $ 3 71ll209�6130z $s5a582a2 6 ) $2,72 2 , 215.17 2.8171112030 0/30r20 'l _ _$ti 10 099.48 $ 5 84.1.62 $2.89 1/1/2031 -6/30/2032 $6902202.47 $S7 St.G,87 2.98 ' !1/2p 2 �G/30/2tl33 ,_....._ $710AMs 54s,o' 5. ,use�.Featf.FhO`°t3Ase ye-M"is t301'eby amended tto reflect calendar year 2023. 6, Subscmtion 14.'l,Waiver of Liability and Indeinnificxttion,of'the Standard Lead; Prrivisions, Is hereby amended as follows, Except to the extent caused by the gross rteglig;ence of Landlord or its agents, contractors or employees, Tenant hereby waives&11 claims and arises of action agalnst Landlord and fill of the other Landlord Patties for any da.niai a to persons or property(including;withot►t limitation, loss of profits and lntnrigible,property) In any way relating toTonGtnt's use and accnpancy of the Premises froln any cause whatsoever, including, without IEtnItatlon {ire, explosion, failing phosier; steatrn, gas, air c0lltamfflanta or Omissions, electricity, electrieal or electronic eiiiatnatlot-ts or disturbance, water, rain or snow or leaks from arty part the Building or from the pipes, applia►rices, erltaipment or plti€ribing worlcs or from the goof, Areet or sure-surface or from My Other platy or ca-usod by dampness,vandalism,malicious miscllIef;Tenant shad ixidoixxtiify,cEofe;nd, protect and hold harmless Landlord and cacti of the Landlord Parties from and against ally and al Claims that aerisc otrt of, are,occasioned by or are in any wary attributable to:(a)the use or occupancy of the Premises or arty portion of the Project by Teiiant, (b) the acts or omissions of Ter wit or any Tonait Party, (c) any doffault of'this Lease by Tetiant, or(d)any litigation or other proceedings between`[errant and any third party; provided that Totiaait shall rrnf;be required to so Indemnify, defend or hold Landlord or any of the other Landlord Purl!", liEtrmless to-tlim extent that any Stich Claims anise out of the: gross negligence~ or willful misconduct ofLaudlord, its agents or employees. 7. le-Paint Ieiiproyemogts. Landlord consonts to (last does not rocluire) Tenant's completion of certain irnprnvcrx Qhts to the Premises (Collectively, the "Tenant Improvements"), subject to the terms and conditions ofLNLJhi(.A attached hereto and made a part hereof: 8. AkJ_ „CD-BA19A. Tenant amopts the .Pivmises in its "ASw18, W RE-1S"' condition as of the affective Date., and Uwdlord makes no reps osentattion or warranty concerrtliig the condition ofthe Umsed.Premises and has no dla.Uhratian to construct,reiliodel, improve, repail, d000rato or paint the'r,t onuses or any irmprouemont on or a part of the Premises,except as may bo vTberwise set forth in.the Le��ae. Tenant represents that(a)It has been in possossicnt of the P.rern ices pursufult to the Lease,(b)it has irt5pe4ted the Premises prior to execution of this First Amendment, (c) it is not relying on any statement, rtpresolitation or warranty of Landlord, its=ployees or agents,and ((I) Is hilly satisfied with the condition of the Premises. 2 5910216,11 Dookisign Envelops JD:72A9lB38-8F.A9.46F1«ArDD-9985771387804 9. Parking,Suction 2.3. ,(c)(iI)is herchy deleted in its entirety and replaced with the, 't'ollowilag; "Notwithstanding the foregoing, each calendar morith during the:Term, Landlord shall provide to Tenant, without c:hargo. (A.) a number of Short Tenn Project Parking Validations (defined below) equal to the prodcact of thirty(30) and the number of days in such calondar Month (dcering the Term) and(B) a number of Long;Ferm Project Parlcittg Validations (defined below) equal to the product of ate hundred eighty (180) and the number of clays in such calendar month(during the;Term),.in each case to be used only by Tenant's Business Customers for povkittg in the Parking Facilitles without charge;provided Ghat (x) .Landlord shall not, at any time during ,the Term, be roquired under this Section 2.3.2(c)(H) to provide a number of.Projecst Parking Validations in any calendar txxonth in excess of m.number equal to the product of two h undred ten (21.0)and the number of days in such,calendar,mouth(during the Terns)and(y)any Project Parking Validations provided by Landlord with respect to arty particular calendar month that are not used during Such calendar month.shall,at The election o t'Laridlord, either; (1)bwo me null and void(arid be returned to Landlurd) or (2) be credited against Landlord's obligations to provide Project Parking Validadovs tinder this Section. 2.3.2(c)(ii) for subsequent oalenda.r months. No Project Parl .ing Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shtxl I be used to accommodato parking,without charge,by any partictdar'i:entt vs Business Custower(s), for a period in excess of three(3)hours on any clay without Lalxtliord"s prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than otae Project lancing Validation on any particular clay). "Shod Term Project Parking, Validations" rrccans Projoa parking Validations permitting .Persons using such Project ParkingT'Valida Lions to pane in the Parldng Facilities For up to twenty(20)minutes withtattt charge. "Long Tonal Project Parking Validations" means Project Parking Validations pernaitthig Porsotls using such Project Parking Validations to park in tho Parking Facilities For uP to one(I)hour without charge," 10, —No kfauL Each of Landlord and Tenant hereby affirm to each other that as of the Eftective Dato no breach, default,event of default,or other act, er=,or omission which,with the giving of notico or passage of thno or both would coustitute a breach, default:, or event of cicf'nult by"such party has occarrccl and is conflnuing under the Lease beyond any ctppl.icab le notice or dire period. III A t1irmation of Lease Teams. Except as .modiFie~d by this First Aine;r chnent, Landlord and Tenant hereby ratify the Lease and agree that the Lome shall.romain unchanged and shrill continue in full force acid effoct. In the event tiny is ally contlict betwe ell the: terms,of the Lease and the terms gat fbah In this First Amexidment, the terms-specifically set out in this First A.rtiecidi-mmt shall control,From and after the Effective Date,tang and all references to"the Lease"' or"tuts Lease" in the Lease shall mean the Lease as modi'Oed by this First Amendment. 12. Uuttlal,A.11 hcarizat�tLRe��quatat'Loa, Each of �Laudlord anti Tenant hereby represent and warrant to each otlie f that; (a) this First Amendment (and each term and provision licrerof) has been. duly and appropriately authorized and executed by such party throligh proper written corporate or limited liability company action and approval; and (b)no additional consent, agreement,or approval is required with respect hereto. 3 591U21G.11 Docusign Envelope ICE:72A91B38-81:-A1.46FF-ACDIJ-146671887804 I 13. Dro1_cerageg,, Landlord and Tenant each, represent that they had no dealings with any roal estate broker; finder,or ather person with respect to this First Amendment In any•rraantaer, other than Lee &.Associates Newport Beach, No. reprosenting Terra T ("Tenant's Broker") and Newmark representing Landlord ('Landlord's Broker" and collectively with Tbriant's Broker, the "Bro.lcers"). Landlord ,shrill pay Brokers a leasing co.mmissian in connection with this First Amondment pur;Su4jit to sepalato agreement. Tomtit shall Indemnify mid hold Landlord hturaless from any cost,expanse or liability (hir,(ading costs of suit exact:reasonable attomey's:toes)for any Compensation, commission or:foes clahned by any other real estate broker or agent In connection with this First Amendment or Its negotiation by masati of the act cf"letiant. Landlord shalt Indemnify Tenant and halt{7;onr:wat harmless f-om any cost, expense or liability(including aosts of stilt and rea.sotaable attorney's fees)fear any caMpoaasaiion,oommissiola or fees claimed by miy roal estate broker or agent in connection with (Iris First Amendment:or its negotiation by reason of the act of Landlord. 14. Miscollit,10011s. The submission of an unsigned copy of this.First Amendment to T avant shall not constitute are offer. This first Amendment (ta) shall be binding upon an. inure to the; be.ncfit of the parties hereto rand their respective successors, heirs, legal represeiatatives and assigns,(b)may be executed In two or more counterparts,all vf'which together steal I constitute but one.and the saute agreement, (a) shall be governed by and construed in accordance with the laws of the State afCalifornita and both panties further agree that Orange County, California, shall be the venue'far any action or proceeding tbat xanay be brought or arise out Ot in connection with or by reason ofthIsAgrccment, (d)dealt constitute the entire agreement between the parties relating to the srrbJect matter hereof,all prior negotiations,agreements, and understandings(not including the Tease, m amended),whether oral or written, being hereby superseded and tenninated, and(e) shall become effective,and bloding only taporr execution and delivery by bath Landlord and Tan ant. The oxecution offacsirnlles, including the use of electronic sit;tatitares, orChis First A>aaenc{✓✓sant shall be binding ou the parties hereto. 17. EA-SIGN pcaintar sorts. Landlord and Teatraaat agree: (a) that a ptarty's electronic signature with respect to this Lease has been execrated or adapted by the signatoty with the In-tent to slgn,and be beheld by,this Loetsw(b)delivery ofthis Lease vita electronlc transmission or other electronic.mcatis shall be valid delivery for all purpcsm;(e) this Leaso and any additional information 1noldental hereto may be maintalned as electronle reoords;(d) p4otocopies, ietcsimile transtnissiorns, electronic images and o#her copies of`this Lease and/or its signature Pages,shall lie --_-_-. valid, bluding, eff eflvc acid oiforecabla tlae same as orlgInalg for all purposes, and may be so admitted in a.ny judicial.proceeding, relrulatary proceeding or arbitration,and In making proof of this Lease: it,shall bo unnecesstary to produce the Original hereof or any or all arigimd signature pages;and(0)each,party ab"rees'to take any and al I reasonable actions,.ifany,as may bo necossary or as may be rotason ably requested by any WWI'prtrty to this Lease to further evidonce suet pRay's Want to be bound by the provisions of tills Lease and to ensure compliance with the provisions of the Eloctranic Sligncattrres In Global and National Commerce Act, 15 U.S.C. §§ 7401, et seq., tine Uniform Electronic Transactions.Ad as incorporated Into applicable law,and aray other applicable law pertaining to electronic;signatures, RLEMI d LO Piz a nfio all 1...,,,,cr�zli_,,..Si _�Luie Pa e Fo w r] 4 59rU2rG.a] Docusign Envelope I17; 72A9183B-BEA1-46FE-AGDD-'145571887€04 IN Wl-]'NrS.S WHEREOF. have executed this First Amendnlellt to lie cl ecti4e as of the datc firs[ set 16rth at]()ve, ATTEST: CITY OF SANTA ANA (TENANT): 1e l 1 �l'`, 1.f Kristine Ridge City Clerk: City Ni lanager APPROVED AS TO FORM: LANDLORD: SONIA R. C'ARVAL.HO SANTA ANA CA l SGF, LLC. a Delavvurc limited liability coltipany C:lty r'ltt4)I'ne1' [`1'�I 1 By: }: lose tMomo'y'a. As IStallt City ,AlLtorncy RECOMMENDED FOR APPROVAL: Atil*( Mike Garcia. EXCCUtive Director Community Development Agency Mike Garcia - EXccutive Director Community Developmeilt A0 ency [SIGNATURE PAGE TO FIRSTAMENDAIE,W TO OFFICE LEASE) Docusign l 11Velope ID:72A9113313-8EA1•46FE-ACDD-146571B0304 f I �, >FD:R T.A~` WORK LET"YER THIS'4 ORXUV,1 'ER(this" crrJti uttcj"}ie aftac;hed to and incorporated into the first Alxr ndment. Supplementing the provisions of the Leash (as amended by the first Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Terlaxlt Improvomonts to lie installed in the Prom Ms. 1. R g. Thii Work Letter ostablises responsibilities "for the design and construction of fte Tenant .1111provomants as well as the allocation of the posts of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work setter,are incorporated into this Work Letter. 2. Rg nttions. The :following defamed tarns rised in this Work Letter shall have the meanings set forth below. Unless p.rovidcd to-the c;outrtuy heivin, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that tam In the Lela, (a) "Approved'Worrktag Drawings"Is defined in agAjgn3-W hereof, (b) "1F3uil(Mg Systems" means the structural portions of the Buildi)g, the common area restrooms, elevators, the Building's VIVAC, mechanical, electrical, plumbing,and in and life safety Systems and oquipmenf(inoluding,but not limited to,tlae fire,alarm and fire spriciders). (c) "Cnntraictor" nicans the general c:olnfractor cugaged by Landlord for perfornnatice, of the,Landlord Work pursuant to S m4 hereof. (d) "Cost Proposal"is defined in&atlati S�hereof (e) "Days"Incaxns,unless otherwise indicated,ca,ledar days. ( "Land1or•d Coordination Frye" tn(mns a fee equal to five percelit(5n/o) of the bard and soft costs of the Landlord Work charged by Landlord for its setvices in mwtaging the design and construdtlon of'the Tenant Improvements, and such fee will be. iliciluded in the cask of the Landlord.Work and.deducted from the Tenant A[Iowa".Co. (g) `Landlord's Reprosentativa" mantas :Dana Duarte as the only person authorized to act for Landlard.p-tosaant to this Work Letter. Tenant shal I not be obligated to respDnd to or flat upon any rotluost, approval, inquiry or other communication from or on Wialf oE' mdlord in connection with this Work Letter unless s-ttob communication is in ivriting from Landlord'i Ropresenuitive. Landlord 1uay change the Latullord's Reprresentative at ally tiro upon not less than fi-ye (5) days' advance written notice to Tetta.nt. (h) "Landlord Work" meatis all work necessary artd tippro_priatc to cornplet�e the Tenant Improvements in accordance with this Work Letter and the Lease. G 591021&t I Docusign Ehvelopa ID:72A91M-BEA1.46FC--A0OD-146571687804 (i) "Over-Allowance[.mount" is cicfmcd in Saation 10Eif1 hereof. I 0) "Permits" is defined in&ection 6W hereof: (k) "Punch List Work" means those minor corrections of construction or decoration deta.l:ls, and minor mechanical aGl�arstmerrts, that are retluiced to copse, any apptic*blo poition of the Tenant fmprvvwhents as constructed-to coniornl to the Approved Plans in all material respects and that do not materially hrtcrfere with 'Cariant's use or occupancy of'the Building and the Premises, (1) "Space Plan"is defined In ggtic p3LaA hereof. (nr) "Space Plarr. Allowance" shall be Zero and 1.51100 Dollars ($0.15) per re:rrtablc square font ofthe Premises(i,e.,tip to$2,898,15),based on 19,321 rentable srlx.larc f4t of the Promises, nd shall be included in the Tenant Allowance, wid deducted thereteom. (ra) "Substantial Completion"of the Tenant.ftprovetuents shall be deemed to have occurred on the date that. (i) rill Landlord Work has been performed in accordance with the tams of this Work Letter, other than any Punoh List Work, and (.ti) If required, Landlord has obtained and delivered to Tenant a perroanent or temporary certificate of occupancy("Cap")with respect to the Prornlsw, except to the Went the same carurot be obtained by reason of the incomrpletiora of installations or other work that is the responsibility of Tchant(suG:h as,but not limited to,the installation and making operational of Tonanes systems and tetecoraimurucatlons e(julpillent), in which case Landlord shall obtain tire:sarno within a reasonable thne after the same caarr be obtained, (o) 'Tenant Allowanvell shall be Twonty-N& .and DO/100 Dollars ($28.00) per rentable sclu=foot of the Promises(i.e.,up to$540,985,00),basal on 19,321 rentable scluare,feet of-the Premises. (p) "Tenant Contractor" or "Tenant Contractors" means any employe , agents, contractors, consioltants, sulxcontractors, mechanics, suppliers and invitees orr Tenant, whether car riot directly employed by Tenant, each of whom sl alI be reasonably approved by Landlord before they may work in the Building, W "Tenant delay"means a delay caused by Any of the following; (i) Tanaunit's failure to timely approve the Working Drawings or any other matter roquiAng`CenanVs approval, (H) a breach by Tenant of the;terms of this Wont Letter or the Lease; (ill) Tenant`s request for changes in any of the Working Drawings, but only if suck a reclxrwt actually o uses a delay to Substantial Complot.ion of the FrerrrIses; 7 s�rnats.rr ©acuslgn EnVolope 10:72A91836-BEAI-46FC-ACDD-1405718&7504 (iv) Tonfnnt's requirement -for.- (A) materials, components, -finishes, or improvements which are different from, or not Included in, Landlord's standard Conant impro•vernent items for the Building (which have been provided.to Tenant and ofwhlch Tenant noknowledges receipt);or 0) materials thatitre not available in ax commercially reasonable time given the estimated date of Substantial Completiorr of the Premises, but only to the extent that such a regttirement actually causes a delay to Substantial Complet[on o:fthe Premises; or M any other acts or omissions of Tenant, or of any of the Tenant Contraul:ots, their agents,, or employees that continue,more, than one (1) day aft:or written notice thereof by landlord. (r) "Tenant F.7t+"&E Allowance: rneans a.portion of the Tenant Allowance in the amount of up to J.en and 00/100 Dollars ($10,00) per rentable square .[bot of the Promises (i.e., Lip to$1.93a10.00), which Tenant may use foT Tana rit's iuraiture, fixbires and equipment to be purchased and installed in the Promises and any costs of daata.Cabling and IT infrasti`ucture In connection with TenanVs fitruiture, fixtures and equipment, (s) "Tenant's •Reprreaseutative" meads the Executive Dirixtor, Community Development, or the Economic Developmont marhager or their designee (either such individual acting alone) as the only persons] asutha tizod to act'far 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 o'f'renant in connection with this Work Later unless such co"Imunication is in writing from Tenant's Represetitativu, Tenant may change the Tenant's Representative[s] at any tirxae upon not less than five(S) days'advance written notice;to Landlord. (t) "Working Drawings"Is defined in&cV ' bJ heroof. 3, RJan Approval. (aa) Prior to commencement of the Landlord Worle, Landlord and Tenant shall approve detailed apace plans (collectively, the , polce Plajj,)for tho coahstruction of the 'aMrrathL' Tirtptc�ve�iyents, which space plains shall be prepared by Landlord's architect and sahject to Tenant's reasonable approval within tort(10)days after reooipt thereof (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause Its architcct and engineers to prewo and deliver to Tenant detalled speoiflimtiotts and onginecrod.woricing drawings for die'ro•nant Cnhproverrients shower can the 1Spatwe plan, with such -modifications to the Space Plan as shall be necessary to comply with tlae requiromews of the.Building Systems o f the Building(llte"Working..0raawings"). (c) Tenant shh-4 approve or disnpprovc the V47orking.Drawi.n,gs in writing Within fourtwn (14) business days Falter rocesipt: Tenant may only disapprove tlhe Working Drawings to the extent such Working D awingN tare inconsistetrt with the Space Plan and only ii'Tenttnt delivers to Landlord,within such fourtuon(14) Wshioss day period,specific changes proposed by Tenth which are cransistent with the Spaoe PI8n.If any tsrach revisiOns are tim.ely and properly proposed by Tenant, Landlord sh d] cause its arclhitoct arhd aC)11r2fG.l t I DOCUsign Envelope ID:72A9lB3B-BEAT-46FEACRf]-14(i571887804 i engineers to revise the Working Drawings to incorporate such revisions slid submit the same l'cr Tcmitit's approval In accordance with tho foregoing provisions, and the prartles shall follow the forogoing procedurc;s for approving the Wbli ing Drawings untIl the same are finally approved by Landlord and Tenant. Upon Laadlotd's and "Tenant's written approval of the Working Drawings, including any agreed changes plrrsuatnt to Sections S and b, the same shall be known as th+e"Approved Working DrRwings", 4, LC3gLista•ttct'iou Contracts. Landlord shall utter into a construction contract for the pertormame of the Landlord Work with the Contractor, Landlord shall use commercially rcasanable efforts to obtain at lwnst three(3)bias from.each Vadc(otherthan mechanical,electrical, ptumbing, and tirellIfe safety,for eaolr of which Landlord shall require all workto be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Ternartt in wilting.Landlord shall require its ContTactur to oxercise reasonable e brts to avoid disruption of Tenant's business and to protect the health & safes of Tenant, its Omployeos and Its guests. This shall Include, nt a minimum,using all feasible methods to ntinitnixe danger, noise,vibration,fur es,dw t and other polhition,and to the extent practicable, porform work:outside of normal business hours. S. Cost T.,stlinate. (a) ]:landlord shall provide Tenalit with a cost:proposal In accordance with the Approved 'Working Drawings,which cost proposal steal I includo as nearly m possible,the cost of the Tenant Improvements (the "Cost Pr o posafl. The Cost Proposal shall be provided to .Tewmc on wi opt n book basis(i.e., Landlord shall make available to Tenant the econoittic terms of the construction agreement with the Contractor(111olucung,without limitation, the cost of labor and materials, contractor fees an. permit foes), as wall as al bids received by Landlord for the Landlord Work, and maso able, documentation supporting Landlords estht7ate of'plan Iattparatio.n casts and all other oasts ofthe Landlord Work). (0) Within ten (10) days of the receipt of the; same, Tenant shall eithev: (i) approve the Cost Proposal; or (it) have a olte-tlttzc right to propose modifications to the Worlclrxg,l rawi.tsgs so that the Cost Proposal does llot exceed the amowit of the Tenant s Allowance, With the exception of tite City's 011e-t ule eight to modify as provided in this � section, MAY proposed cha,nges3 to the[forking Drawings(other than chmiges that makGth0 Working Drawings conform to tho Space 'Plall) shall be subject to Landlord's approval, which approval s.ha.tl not be unreasonably withheld, conditioned, or delayed. If Landlord approves-the proposed revisions: (A).Landlued shall have;tyre Working Drawings revised In accordance with the approved r•evisiorks;and (B) Landlord shall submit a revisud Cost I Proposal to Tenant.Tenant shall notify Landlord in writing within teat(10)clays whether it desires to proceed with such revisions.If Tenant.fails to approve such revisions and revised Cast Napasal within sttalx tern 0.0) day period;such faifure shall be,deemed to be a Terrain Delay. Any delays arising front further changes to the Working Drawings requested by j Tenant shall be deemed to be Tertant Dolccys. (c) Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shalt be.authorization by Tenant for Landlord to purchase all materials 9 s�tttatr�.st Daauafgn E"rivelope V:72A91 B3l:3-BEA146FE-ACDD-146571 B87504 set north in the Cost Proposal and to promptly co-M once the constrirctloll Of the Tenant Improvertionts in accordance with the Approved Working Drawings. ' G, L'er ormance of the)CJattcliorc (a) Landlord shall Gauss the Contrador to obtain all applicable building permits for construction of the Landlord Work (oollectivdly, the Terwits"), and to perform till Landlord Work !-a a good wed workmanlike tnuner and in compliance with the Porm.its and all applicable Laws in e'13Foot at the time of construction. All costs associated with obtaining Permits will be deducted from lilac Tenant Allow€noe. M rf any local governmental agelicy requires revisions to the Approved Working Drawings, Tenant shall be deerncd to have approved any adjustments to the Approved Working DaLwings and the Cost Proposal resulting thereflom. Ifany.Authority issri.ing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that, (1) are inconsistent with Landlord's obligations hereunder; (ii) ini=aso the cost or conacuating the Terunit Improvements; or (ill) will materially delay the construction of the 'f'enajat Improvements, .Landlord and Tenant shall reasonably and in goad -&ith seek means by which to mitigate or ellmInate any such adverse;tGnng and conditions. 7. f1ange Reau ext& No changes to the Approved Working Drawings or the agrees! Cost Proposal may be made without the prior written wnsent oftand.lord.,which consent iajay be withheld in Landlord's sole discretion,Tf Temntrequests a ehangc thatwould directly m indirectly delay the SuNtantial Completion o1f•the Tenant Improvements,Landlord shall riot be obligated to make such change unless Tenant agrees in 'writing that such delay (in the amount. reasonably determinod by Landlord)is a Tenant Dehay..lf Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall riot be obligated to make such ohange unlesss Tea nt agrees In writing to pay any such increase in costs hi u rdance.with Soction 8, Substantial Completio-n When Landlord's aa-chitecrt certifies that the Landlord W rk .is Substantially Complete, Landlord shall Notify Tenant thereof in writing, Tcnanfs Representative and.Laiadlord.'s Represeaztative shall kit a maztually convenient dime and time[but in no cvcnt later than-ion (10.)days after suoh notice] conduct a,johit wallc,tl rough of the promises In. carder to review the Tenmt Improvements. Based upon said wall(-through, Landlord's Represeni-alive and Tenants Representative small prepare a list of Punch List Work and,subject-to Force I aieure, Tenant Delays anti other causes beyond Landlord's reasonable colitrol, Landlord shall complete.the Punch Ust Work..items within thirty(30)days alter such joint walk-through, ill the owent of any dispute as to whether Landlord has Substantially Completed the Tenant fnprovaments, the City will be cr-ordod an appo.rtuslity to provide Input before the Landlord's architect miders a Final decision on the dispute. The dec.islon of Landlord°s architect shall be final and binding on the parties.Tenant agrees that; at the request of-Land lotd from time-to bi le, after the initial.inspection,Tonantshall initla.l such punch I or execute revised lists of Punch List Work to mflcot cornplction or patlial completion of prior Punch Dist Work. 10 341021G.11 ROCUSrgn EMeropa eta:72A9133S-4EA1-4GFEAG1DpT146571B87604 9. &cqs.bv Te�Ant, Subject to the terms hereof and provided that Tenant and its agents do not interfere wlth cite Contractor's work in the Building and the Premises, r�andlord shall I allow Tenant and any of the Tenant Contradox,s access to the applicable portions of the Pmmisos � at least ion (10) flays prior to the;Substantial Completion of the Landlord Work.for the purpose of installing equipment and/or fixturea (Including TcHant'.s data anti telephone erlatipment) and Tenant's furniture in the I n)misos. Pl'ior to Tenauit's entry into the Premises,Tenant shall submit a schedule to Landlord and the Cantratctor,f'or their approval,which schedule shall detail the Tenant Contractors aaocessing the Premises and the tiepin and purpose ot'such entry,Tn connectlon with any suoh entry,Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner;, maatorially hiterfere with Landlord or Landlord's contractors (Incluftig the Contractor), agents, or representatives in performing 'work in the Building mid thePreailses,or In performing any inspections,or Niter( ro with the general operation of the ,wilding. If at any timo any of the Tenant Contractors shall not be cooperative or shall otherwise cause of throaten to cause arras such disharmony or irnerforence, ineluditig, without limitation, labor disharmony, o ad Tenant fails to i:tninetliately h3stitute and maintain c:orrootive actions as dirocted by Landlord, then Landlord may revolve Tenant's entry tights (as to an individual Tot7arnt Coat-actor, or as to all Tenant Contractors,as Landlord shall doom appropriate). Tenant acknowledges Md.<Lg.rees that any suoh &they lento and oectrpancy of the;Premises or any portion thereof by Tenant or Orly Tenant Contractor shall be deerxred to be saibjoc,t to all the tears, c:overiants, conditions,andprovlsions of the Lease,excluding only the covenant to pay Dent(until the occrrrrarncrae of the Lease Commencement Date). I U. ��1Rnc�tfilo.ta, (a) Provided tilde Leaso Is hi (fall florce and effect, and Tettatnt is not in default thereunder beyond any applicable notice and cures period, Landlord shaill pay (i) the costs tit'Space Plan in an arnroutat tap to, but not exceeding, the Spacer Plata Allowance, attid (ii) the cost,oftlio Tenant Work in an amount up to, but tint excftdi.ng, thrr.Tenant.Allowance, Landlord shall deduct the landlord Coordination Fee of the Tenant Improvements frorm the Tenant.Allowaanre. (b) Ta no event shall Landlord be obligated to Pay for the costs of ally of Tenatit's flurni'tr.€m, computer sys orris, telephone systems, equipment, or otlser personal Property(whother or not such items may be depicted on the Approved Working Drawingq) that exceed the Tenant VF&E .Alimwm e. Eligible, costs that exceed the Teen€nt FM.E Allowatncc shall be borne byrrenwit. (0) Iri the event that ai.11 costs associated with the Spacc Plain and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance, quid/or the Tenant Allowance, ors arpplicable, the,;atnotint of such excess(die "Over-Allowance Amounf) shall be paid by Tenatiit't:o Landlard within thirty (30) days fol.lowing delivery of an. invoice by Lund.lord. Tenant shall trot be responsible for the Over�Allowartnce Arriount if caused by Landlord.or Landlord Contractor's own negligence, willful rni.scandud,or delay, ll 591Et21G.1[ raomign Envelope ID:72A91 B35-BEA1-46FE-Ar-OD-146579 Bi37804 I i (cd) Tenant shall not be eatitfed to receive (ill cash or its a credit against any ren.taf or otherwise)any portion of the Tenant AIlowance not used to pay lb the costs of the:design, permitting, gild construction ofths Tenant htiproVements. It. Mi Jl CCII €OU& (a) All Tenant Ymprovemonts to be performed by Landlord (and any installations in the T'rerrr ices asset forth in the.Approved Working Drawings,or otherwise) shall use Building-standard speoffloatio.ns, materials, Gaishes, and supplies, unIms otherwise speci::llcd in the Approved Working Drawings, Landlord, in Its sole discretion, nsay substitute ite,=, materials, or finishes with other itertis, materials, or flinishes o:f comparable kind and quality. Landlord, at its solo option, may also change mechanical plans and specifruadons whero rlocessary.Car the iixstallatlon or Modification ofthe Building Systems to accommodate the Tenant Improvements,provided that arty such changes shall trot materially and adversely affect Tenant's use and occupancy of the D nlised Prarnises For the I' nnitted Use. (b) Tonaw acknowtodgos that the thl)ely completion o:f the 'f.,Onant Irrrpravenlerits is of the Utmost Unportanoe to Landlord and Tenant. Accotdingly, Tennant hereby agrm to-fully and diligently cooperate with all rertsonable requests by Laud'Io d in connc:etion with or related to the doslgn and constTuction of the Tenant Improvements and the compltrtion of the porinitting,press told,in connection-therewith,Tenant shall respond to Landlord's requests for Information and/or approvals, except as specitirally set forth herein to the contrary, within two (2) days fallowing rcquest by Landlord. Landlord aad Tenant, and sack Wher parties as.tnay be Grsefui or appropriate, shall meet on a.scheduled basis to be detarrnined by Landlord's Represu., ative and Tenant's Representative, to discuss progress in connection with the sarne. (0) If at any tt#ne on or before the Sr.rbstantial Colapledon of the Landlord Work, Tenant is in da:Ctrult under this Work ]letter or udder the Lease, which defi.tult remaiai uncured after the expiration of applicable notica and cure puriods, theft; (1) In addition, to all other rights and remcdics granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct tho Contractor to come the construction of the Landlord Mork(in which case,`T'enaritshall be responsible Bortfio Tenant Delay ca.txsed by stroll work stoppage);and(4)all ether obligations of Umdlord under the terms of this Work Letter shall he suspended untdl such timo ws such defarnit.is fully and finally cured. (d) Landlord hereby assigns to Tenant all warranties by Contractor relating to the 'Tenant finproverneetts, which asslgntr unt shall be on a non., clusive basis such tha the wal•rritaties may lie onforced by Ltmdlard and/or Tenant; such warranties shall he for it twelve,(12)month period. (e) Any portion ofthe Tenant Allowance not used within thirty-six(36) morrtl7s of tho EfT'eetive Cate of this first Aniendnicnt shall be forib ted with no farther obligation by Landlord with respect thereto. In no event shall Tenant be w titled to apply arxy I mused portion ot'the Tenant.Allowatioe towaixds Future payments of Braise Rent mid/or, except as expr=ly sat forth herein,purchase of Tenant's furniture, fixitu•cs and equipment. 12 5910216.11 i Oocoslgn Envolope 10:72AIJ1536-SEAL-46FE-ACpo-146571138780 4 ATTACHMENT 6 STATE PRIMACY AND SECURITY P'ROVISi®NS 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 Pit 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 other than authorized purposes have access or potential access to PII,whether electronic,paper,verbal, or recorded. C. "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 PII 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 PIl 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 PII 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. PII is stored In paper or electronic format. 1 Pocusign Envelope ID,72A31 B3B-J3EA9-46FE~-ACDD•14667rl l387804 2. PRIVACY AND CONFIDENTIALITY a. The County staff, contractors, subcontractors and vendors, covered by this Agreement may use or disclose PII 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 PH,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 PH 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 Pil, 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: 1. Provide initial privacy and security awareness trainingto each new Contractor Staff within thirty 130j days of employment and; ii. Thereafter, provide annual refresher training or reminders of the privacy and 2 00OUSI9n E(Mlope ID:72A9163B-SE.AI.46FE-AC DO-1465711387604 security safeguards in this Agreement to all Contractor Staff. Three (3) or more security reminders per year are recommended; HL 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. L Provide documented sanction policies and procedures for Contractor Staff who fall to comply with privacy policies and procedures or any provisions of these requirements. H. Sanction policies and procedures shall include termination of employment when appropriate. c. Confidentiality Statement. Ensure that all Contractor Staff, accessing, using or disclosing PII, sign a confidentiality statement (provided by the County). The statement shall be signed by Contractor staff prior to accessing PIE and annually thereafter. Signatures may be physical or electronic.The signets statement shall be retained for a period of three(3) years. The statement shall include at a minimum: L General Use; ii. Security and Privacy Safeguards; ili. Unacceptable Use;and iv. Enforcement Policies. d. Background Screening. i, Conduct a background screening of a Contractor Staff before they may access Pill. H. 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 Staffs background screening documentation for a period of three (3) years following conclusion of employment relationship, 4. MANAGEMENT OVERSIGHT AND MONITORING ING To ensure compliance with the privacy and security safeguards in this Agreement the County shall perform the following: 3 nocusign Envelope Id:72A91B38-BEAT-46FE-AE1bp•146f)71BB7S44 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 Pil. 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 ffAFFING 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 Pil 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 PIE. b. These areas shall be restricted to only allow access to authorized individuals by using one or more of the following: 1. Properly coded key cards €1, Authorized door keys III. official identification 4 DOO(rsIgn Envelope 10:72i E9lB3E-BEA1-4(3FE-ACM)-145571887804 c. Issue Identification badges to Contractor Staff. d. Require Contractor Staff to wear these badges where PH Is used, disclosed,or stored. e. Ensure each physical location,where PH 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 PH 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 PH 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 PH in locked spaces, such as locked file cabinets, lacked 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 PH be locked up when unattended at any time, not Just within multi-rise facilities. 1. The Contractor shall have policies that include, based on applicable risk factors, a description of the circumstances under which the Contractor Staff can transport PH, 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 E locked, and under no circumstances permit PH be left unattended in a vehicle overnight or for other extended periods of time. i 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 Pil. 5 Docusign Envelope ID:72A91 B38-BEA1-46FE-AGDD-1406711387804 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 1.40-2 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 assess rent/system security review. It is recommended to follow the guidelines documented In the latest revision of the National Institute of Standards and Technology (NISI) Special Publication (SP) 8.00.53, Security and Privacy Controls for Federal Information Systems and Organizations. c. Minimum Necessary. Only the minimum necessary amount of Pill required to perform required business functions may be accessed, copied, downloaded,or exported. d. Mobile Device and Removable Media. All electronic files, which contain Pill 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 Pll, 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 PII, must have critical security patches applied,with system reboot if necessary. il. 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. 6 00081911 Envelope ID;72A91838-BEA1 46FE AGOD-146571 B137804 I g. User IN and Password Controls. I. All users must be Issued a unique username for accessing Pil. li. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee within twenty-four(24) hours. mote: Twenty-four (24) hours Is defined as one (1)working day. Ili. Passwords are not to be shared. iv. Passwords must be at least eight (8) characters. v, Passwords must be a non-diction aryword. 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 mast 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(l,@a,#, etc.) h, Data Destruction. When no longer needed, all PII must be cleared, purged, or destroyed consistent with MST SP 800-88, Guidelines for Media Sanitization, such that the PII cannot be retrieved. I. System Timeout.The systems providing access to PIE 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: 1. 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 togging. 1. The systems which provide access to PH must maintain an automated audit trail that can identify the user or system process which initiates a request for PH or alters Pli. H. The audit trail shall: A. Be date and time stamped; 7 Docuslgn Envelope ID;7;ZA91133B-6EAI-46FEACDI)-146671G67604 8. Log both successful and failed accesses; C. Be read-access only;and D. Be restricted to authorized users. €i€. If Pll 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 PH 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 (FIPS) 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. H. Encryption can be end to end at the network level,or the data files containing PIE can be encrypted. M. 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 Pil, which are accessible through the Internet, must be protected by an intrusion detection and prevention solution. a. AUDIT CONTROLS a. System Security Review. i. The Contractor must ensure audit control mechanisms are in place. i€. All systems processing and/or staring PII must have at least an annual system risk assessment/sectir€ty review that ensures administrative, physical, and technical controls are functioning effectively and provide an adequate level of protection. Ill. 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 PH must have a documented � i Poouslgn Envelope ID;72A91 E33B-BEA1.46FE AGDD-946571 EM04 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 Itept 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 I'll, 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 III. I!. The documented backup procedures shall contain a schedule which includes incremental and full backups. HL 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 I'll data. vii. It is recommended that the Contractor periodically test the data recovery process. 10. PAPER DOCUMENT CONTROLS 9 Doousign Envelope 0:72A51 13313-BEAT-46FE-ACDD-1465718878(14 a. Supervision of Date.The PI 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 Pll, 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 stared in a non-visible area such as a trunk, that the vehicle is locked, and under no circumstances permit PH 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 PH is contained shall be escorted, and PII shall be kept out of sight while visitors are in the area. e. Confidential Destruction. Pil must be disposed of through confidential means, such as cross-cut shredding or pulverizing. f. Removal of Data. The Ail 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 PH 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 PH shall be sealed and secured from damage or inappropriate viewing❑1'Pil to the extent possible. li. Mailings that Include five hundred (500) or more individually identifiable records containing Pil in a single package shall be sent using a tracked mailing method 10 Domign Envelope 10:72A91 B36•BEAT-46 E-ACOD-146a71B87804 that includes verification of delivery and receipt, unless the Contractor obtains prior written permission from HFIS to use another method. 11. NOTIFICATIO ALYD 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. !I, 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. i€€. Within one working day of discovery,the Contractor will notify the County by email or telephone of unsecured PII, If that PH 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 P11 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 PH,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 Docusign Envelope ID;72A91 B3B-L3EA1-4(iFE-ACc)u-146571887804 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 (H1TbCH) 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 small 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 orfederal 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. 1. 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' Pil 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 ❑oous e Ic�n�nvelap I n .72R91B3B-BEA1-46FEAC17f7-1465711�878U4 Hi. 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 matte 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. Socials Services Agency County Privacy Officer Contact 13 Docusign Envelope IL). 72A9183B-EEA1.46FE-AC;L)D-146571BB7804 County of Orange Linda Le, CHC, CHPC, CHP Social Services Agency County of Orange Contracts Services OC1T- Enterprise Privacy & 500 N. State College CyberSCOLI-Fity Blvd, Suite 100 Orange, CA 92868 1055 N. Main St, 6th Floor 714-541-7785 Santa Ana, CA 92701 l(aren.Vq_@s$a.ocggv.com ssa,acgay.eom Errrail: gq!vacvoft'eer�a oc.gov.c:om securit admin vcit. �a��.cn linda.le rr,c��yt,ao�p�.�r►et� 12. Cep N E W11H 55A(SOCIAL ECURI AD l5 RATI N 86_REE ENT 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 Duman 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 Pit 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 Pil. 13. CQMPLIA12CE WIIIJ DEPARTMENT OF HOMELANU SECURIJY 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 Ooousign Envelope ID:72A91MB-SEM-46FEAUDD-145571B87804 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 Pill. 14. CONTRA OR MENTS.SUBLO I A O AND VENT M 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 PH 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 PII, and, where relevant, (3)the requirement that any breach, security incident, intrusion, or unauthorized access, use, or disclosure of PH 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 REVIEW 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 provislon of this Agreement and certify the same to the County In writing,or to enter into a written CAP(Corrective Action Plan)with the County containing deadlines for achieving compliance with specific previsions of this Agreement. 16, ASSIS18MCE JN LITIGATION O -ADMIN6TRATIVE 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 PH,the Contractor shall matte all reasonable 15 pocuslgn Envelope 11);72A91 R3B-HEM-46FE•ACOD-146671 B87804 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 Pil, or state or federal laws or agreements concerning privacy or security of PH. 16