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A-2023-107-01
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CITY CLERK
DATE` Memorandum of Understanding
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For
Santa Ana Workforce Development Board
and the
County of Orange Social Services Agency
MEMORANDUM OF UNDERSTANDING
1. LEGAL AUTHORITY
The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local
Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU")
with each America's Job Center of California ("AJCC") Partner, consistent with WIOA 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 System Joint Provisions: Final
Rule at 20 Code of Federal Regulations (CFR) 678,500, 34 CFR 361.500, and 34 CFR 463.500,
and in Federal guidance.
Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed
by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in
the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards (Uniform Guidance) at 2 CFR part 200,
2. PARTIES
The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce
Development Board ("SAWDB"), and the County of Orange Social Services Agency ("SSA"), a
collocated one -stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center
Drive, Suite 200, Santa Ana, CA 92701.
3. PURPOSE
The purpose of the MOU is consistent with the provisions of WIOA see, 121(c)(1), to establish a
cooperative working relationship between the SAWDB and SSA, the collocated AJCC Partner,
and to define their respective roles and responsibilities concerning the operation of the AJCC as it
relates to shared services and customers. It serves to establish the framework for providing services
to employers, employees, job seekers and others needing workforce services. It also serves to
establish a framework to support the established service delivery through the sharing of resources
and costs.
4. DURATION
The term of this MOU shall commence on July 1, 2023, and end on June 30, 2025, unless earlier
terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the Parties shall be
obligated to perform such duties as would normally extend beyond this term, including, but not
limited to, obligations with respect to indemnification, reporting and confidentiality.
This MOU will be reviewed not less than once every two 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 32occurs.
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5. MODIFICATIONS AND REVISIONS
This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the
parties, and no oral understanding not incorporated herein shall be binding on any of the paties
hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the
parties, by the issuance of a written amendment, signed and dated by the parties, which may require
approval by the governing body of each Party. Assignment of responsibilities under this MOU by
any of the parties shall require prior written notice and preapproval of all parties. Any assignee
shall also commit in writing to the terms of this MOU.
6. SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES
Santa Ana's vision nests on integrating current and future resources through its SAWDB Partners.
Integration suggests more than partnering or assembling multiple funding sources. It means
malting certain that all elements of the workforce support system work together to create inviting
and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the
needs of its unique demographics. The SAWDB's overall strategies include:
a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to
create new jobs in which Santa Ana's workforce can participate;
b) Expanding small business development support as a creator of new jobs and method for
growing the local tax base;
c) Educating Santa Ana's current and future worlcforee 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;
I) 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 Ba SERVICES
A. LOCATION
The AJCC is currently located in Santa Ana as follows:
American Job Center (Comprehensive AJCC)
Santa Ana WORK CENTER
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
(714)565-2600
Open to the Public: Monday — Friday 8:00 am-5:00 pm
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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 them with the necessary shills to participate in building a world -class workforce in Santa
Ana. The SAWC offers the community a variety of informational, employment and training
services based on individual needs. Those needs are met by the combined efforts of the SAWC
Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2
and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited
to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services;
e. Initial assessment of skill levels, including: literacy, numeracy, and English
proficiency; and, aptitudes, abilities, and support service needs;
d. Labor exchange services, including:
i. Job vacancy listings in labor market areas;
ii. Information on job skills needed to obtain the vacant jobs; and,
iii. Information relating to in -demand occupations, including earnings and
opportunities for advancement;
e. Provision of performance and program cost information on the Eligible Training
Provider List eligible programs by program and type of provider;
f Provision of information in acceptable formats and languages that identify actual
performance against performance accountability measures;
g. Provision of information related to support; services;
h. Provision of information and assistance in filing Unemployment Insurance claims;
and
i. Assistance in establishing eligibility for programs of financial aid assistance for
training and education programs not funded through WIOA,
2. ,Individualized Career Services:
a. Comprehensive and specialized assessment of skill levels and service needs
including: Diagnostic testing; and, other assessment tools;
b, In-depth interview and evaluation to determine barriers and goals;
c. Development of Individual Employment Plan to identify goals, objectives, and
services;
d. Group counseling;
e. Individual counseling;
f Career planning;
g. Short-term pre -vocational services, including: development of learning skills;
communication skills; and, other soil skills to prepare Individuals for employment
or training;
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h. Workforce preparation activities, including basic academic; and, obtaining other
skills necessary for successful transition into postsecondary education, training or
employment;
i. Financial literacy services; and,
j. Out -of -area job search assistance and relocation assistance.
3. Training Services:
a. Occupational skills training;
b. On -the -Job training;
c. Incumbent worker training;
d. Programs that combine workplace training with related instruction, which may
include cooperative education programs;
e. Training programs operated by the private sector,
£ 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,
in, English language acquisition and integrated education and training program.
4. Employer Services:
a. Recruitment and other business services on behalf of employers.
C. SYSTEM STRUCTURE
I. AJCC ONE, OPERATOR PROCUREMENT
The SAWDB will procure the AJCC Operator through a competitive process in accordance with
the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform
Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the
U.S. Department of Labor at 2 CPR part 2900, WIOA and its implementing regulations, and local
procurement laws and regulations. All documentation for the competitive AJCC operator
procurement will be available for public inspection. The State requires that the AJCC operator is
re -competed at least every three years and no later than every four years.
2. ROLES AND RE,SPONSIBILi1TE8 OF PARTIES
a. Provision ofApplieable Career Services and Participation in Planning and Development:
The parties to this MOU will work closely together to ensure that the AJCC is a high -performing
workplace with staff that ensure quality of service. The AJCC Partner has indicated they shall
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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). hi
addition, the AJCC Partners will participate in joint planning, plan development, and modification
of activities to accomplish the following;
i. Continuous partnership building;
ii. Continuous planning in response to state and federal requirements; and,
iii. Responsiveness to local and economic conditions, including employer needs.
Parties agree to the co -enrollment of mutual customers in case management to better leverage the
resources available for the benefit of the participant and enhance successful outcomes and
participate in the operation of the one -stop system consistent with the terms o£ the MOU and
requirements of authorized laws,
Parties agree to collaborate and reasonably assist each other in the development of necessary
service delivery protocols for the services outlined in this MOU.
Parties agree that the provisions contained herein are made subject to all applicable federal and
state laws, implementing regulations, and guidelines imposed on either or all the parties relating
to privacy rights of customers, maintenance of records, and other confidential information relating
to customers.
Parties agree that all equipment and furniture purchased by any party for purposes described herein
shall remain the property of the purchaser after the termination of this MOU.
h. Parties shall comply with.
Section 188 of the W10A Nondiscrimination and Equal Opportunity Regulations (29 CFR
Part 38; Final Rule, published December 2, 2016);
I Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended;
iii. Section 504 of the Rehabilitation Act of 1973, as amended;
iv. The Americans with Disabilities Act of 1990, as amended;
V. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in
programs funded by the U.S. Department of Labor;
vi. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with
Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender
Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the
Workforce Development System and other guidance related to implementing WIOA sec.
188;
vii. The Non-traditional Employment for Women Act of 1991;
viii. The Age Discrimination Act of 1967, as amended;
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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. § 12329; 34 CFR
part 99);
xii. Title IX of the Education Amendments of 1972, as amended;
xiii. Confidentialityrequirements 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 UI agency (20 CFR part 603); and,
xv. All amendments to each, and all requirements imposed by the regulations issued pursuant
to these acts.
The Parties agree to inform each other immediately when a customer violates an established policy
that would require them to be banned from the center or activity that requires police intervention.
S. SSA RL+SPONSIEILITIP+S AS COLLOCATC;D AJCC PARTr4r
SSA commits to collocation of staff, as appropriate, and to providing other professional learning
opportunities that promote continuous quality improvement. SSA will further promote system
integration to the maximum extent feasible andas authorized by applicable state and federal law
through:
a. Effective communication, information sharing as authorized by law, and collaboration with
the AJCC operator;
b. Joint planning, policy development, and system design processes;
c. Commitment to the joint mission, vision, goals, strategies, and performance measures;
d. The design and use of common intake, assessment, referral, and case management
processes;
e. As authorized bylaw, 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
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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 AJCCPartner
Services.
9. REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of
services to workers, job seekers, and employers. In order to facilitate such a system, Partners will
ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as
with the available services and benefits offered, for each of the Partners, programs
represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for
Partners and customers;
c. Develop and utilize common intake, eligibility determination, assessment, and registration
forms, as appropriate;
d. Provide substantive referrals to customers who are eligible for supplemental and
complementary services and benefits under Partner programs;
e. Regularly evaluate ways to improve the referral process, including the use of customer
satisfaction surveys;
f Commit to robust and ongoing communication required for an effective referral process;
g. Commit to actively follow up on the results of referrals and assuring that Partner resources
are being leveraged at an optimal level;
h. Ensure that intake and referral processes are customer�centercd with the intent to provide
high quality customer service;
i. Ensure that general information regarding AJCC programs, services, activities, and
resources shall be made available to all customers as appropriate;
j. Ensure that referrals will be made via CalJOBS, email, or other means;
Ic. Ensure that referrals will include a direct link or access to other AJCC Partner staff that
can provide meaningful information or service, through the use of collocation, or real-time
technology (two-way communication and interaction with AJCC Partners that results in
services needed by the customer); and,
1, Ensure that the referral process will include specific staff name, the activity required,
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desired outcome and a method for commtmicating back to the referring agency that the
service need was addressed,
10. SUPERVISIONIDAY-TO-DAY OPERATIONS
a. Day-to-DaySupervtsion
The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site
supervisor(s). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change
in work assignments or any concerns involving the responsibilities of the parties which occur at
the worksite will be handled by the site supervisor(s) and SSA management.
b. Santa Ana WORK Center Hours of Operation
The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm.
c. SSA Staff Office Hours
The office hours for SSA staff at the AJCC will be established by SSA. All SSA staff will comply
With the County of Orange holiday schedule and will provide a copy of their holiday schedule to
the SAWDB and SAWC at the beginning of each fiscal year,
d. Building Accessibility
All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a
Parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs
responsibility to keep them secure. Should they damage or lose them they can be replaced st SAWDB at the expense of the individual agency staff, by the
e, Benefits
Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s),
all legally required employee benefits. In addition, each party shall be solely responsive and hold
all other parties harmless from all matters relating to payment of each party's employee(s),
including compliance with social security withholding, workers' compensation, and all other
regulations governing such matters.
11. AJCC OPERATING BUDGET
The purpose of Paragraph 11 is to establish a financial plan, including terms and conditions, to fiord
the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding
is a necessary foundation for an integrated service delivery system. The goal of the operating
budget is to develop a funding mechanism that:
a. Establishes and maintains the Local workforce delivery system at a level that meets the
needs of the job seekers and businesses in the Local area;
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b. Reduces duplication and maximizes program impact through the sharing of servic,
resources, and technologies es
among Partners (thereby improving each program effectiveness);
c, Reduces overhead costs for any one Partner by streamlining and sharing financial,
Procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining contribution
based on the proportionate use of the AJCC centers and relative benefits received, and
requiring that all funds are spent solely for allowable purposes in a manner consistent with
the applicable authorizing statutes and all other applicable legal requirements, including
the Uniform Guidance; and,
c, All parties will meet and confer regarding replacement, acquisition, cleaning and
maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain
the SAWDB's high -standard AJCC. It includes the foltowing cost categories, as required by WIOA
and its implementing regulations:
a Infrastructure costs (also separately outlined below in the Infi'astructure Funding
Agreement);
b. Career services; and
a Shared services.
All costs must be included in the MOU, allocated according to the AJCC Parmor's proportionate
use and relative benefits received, reconciled every six (6) months against actual costs incurred,
and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated
among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must
negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners
must adhere and reference the rules and regulations included in the executed Office Lease, attached
hereto as Attachment 5 and incorporated herein by reference. SSA may be allocated additional
space, with mutual consent of both parties, at which time the Office Lease may be amended,
12. INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an
integral component of the overall AJCC operating budget, The IFA is a mandatory component of
the local MOU, described in WIOA sec. 121(c) and 20 CFR 678,500 and 678.755. The IFA
contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Bdgt, included
herein as Attachment 3 and incorporated herein by reference, that is an integral component of the ue
overall AJCC operating budget, The other component of the IF 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 the
operating budget includes
Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment and
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10
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,
d. Technology to facilitate access to the AJCC, including technology used for the center's
planning and outreach activities.
Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions
will require an amendment of the MOU.
13. COST ALLOCATION METHODOLOGY
The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the
methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The
AJCC Partner agrees that it will be charged on a monthly basis according to the following cost
sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar
days of each month.
14. INPRASTRUCTURE 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 fife of the Office Lease document (Attachment 5
attached herewith and incorporated herein by reference).
b. Utilities and Maintenance: This Paragraph includes only telephone services, which includes
voicemail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC
Partner's assigned space. Common area phones will be charged according to space
allocation.
c. Telephones:. Telephone costs are based on the actual cost for telephones in assigned spaces.
Common area telephones are allocated based on percentage of space allocation.
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d. Technology and Internet Access Costs: Maintenance of Network Wireless Bridge will be a
monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from
the calculation of total percentage of space used by each AJCC Partner. Recurring monthly
charges for Internet, Wi-Fi and other technology charges are allocated based on the
percentage of total space allocated.
15. INFRASTRUCTURE CONTRIBU"ONS -
The AJCC Partner may provide cash, non -cash (in- kind), and thh'd-party in -kind contributions to
cover its share of infrastructure costs. In -kind contributions cannot be used. to fund non.
infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance
Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC
Partner's proportionate share.
If third -party in -kind contributions are made to support the AJCC as a whole (such as facility
space), that contribution will not count toward the AJCC Partner's proportionate share of the
infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure
budget prior to determining proportionate amounts and thereby reduce the contribution required
for all AJCC Partners.
a. Cash: Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either
directly or by an interagency transfer, or by a third party,
b. Non -Cash; Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash
contributions or goods or services contributed by a Partner program and used by the AJCC,
c. Third-narty In -kind: Contributions of space, equipment, technology, non -personnel services,
or other like items to support the infrastructure costs associated with AJCC operations, by a
non-AJCC Partner to: support the AJCC in general or support the proportionate share of
AJCC infrastructure costs of a specific Partner [20 CPR 678.720; 20 CPR 678.760; 34 CFR
361,720; 34 CFR 361.760; 34 CFR 463,720; and 34 CFR 463.760j.
16. OTHER AJCC DELIVERY SYSTEM COSTS
In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of
funds made available under their authorizing federal statute (or fairly evaluated in -kind
contributions) to share the additional costs relating to the operation of the One -Stop delivery
system. These costs may be shared through cash, non -cash, or third -party in -kind contributions.
As required by Workforce Services Directive (WSD) 16-09, the amount of funds that the AJCC
Partner has budgeted to expend on applicable career services and other shared services, which
cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost
Allocation and Partner Contributions.
a. Career Services Applicable to the AJCC Partner: The AJCC Partner shall provide applicable
career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed
upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and
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incorporated herein by reference, This budget consists of the AJCC Partner's costs for the
service delivery of each applicable career service indicated in the Santa Ana AJCC Partner
Services.
b. Requited Consolidate d Budget for the Delivery of "Ap licable Career Services ; The other
system costs budget must be a consolidated budget for applicable career services. This budget
must include each of the Partner's_costs for the service delivery of each applicable career
service and a consolidated system budget for career services applicable to more than one
Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions.
AJCC Partners understand that while only collocated Partners share infrastructure costs, at this
time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions
as set forth herein.
17. DATA SHARING
Parties agree that the use of high -quality, integrated data is essential to inform decisions made by
policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an
integrated case management system, as appropriate, that informs customer service throughout
customers' interaction with the integrated system and allows at intake to be captured once. information collected from customers
Parties further agree that the collection, use, and disclosure of customers' Personally Identifiable
Information (PII) is subject to various requirements set forth in Federal and State privacy laws.
Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of
these requirements, nor that disclosure of such data is legally authorized under Federal and State
privacy laws.
For all data that is legally authorized to be shared, including customer PIT, collected, used, and
disclosed by Partners will be subject to the following:
a Customer PII will be properly secured in accordance with the SAWDB's policies and
procedures regarding the safeguarding of PH;
The collection, use, and disclosure of customer education records, and the P11 contained
therein, as defined under F$RPA, shall comply with rERPA and applicable State privacy
laws;
a All confidential data contained in Unemployment Insurance wage records must be
protected in accordance with the requirements set forth in 20 CFR part 603;
d, All personal information contained in Vocational Rehabilitation records must be protected
in accordance with the requirements set forth in 34 CPR 361.38;
e. Customer data may be shared with other programs, for those programs' purposes, within
the AJCC network only after the informed written consent of the individual has been
obtained, where required;
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£ Customer data will be kept confidential, consistent with Federal and State privacy laws and
regulations; and,
g All data exchange activity will be conducted in machhie readable format, such as HTML
or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973,
as amended (29 U.S.C. § 794 (d)).
All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements
governing PII and any other confidential data for all applicable programs, including FERPA-
protected education records, confidential information in Ul records, and personal information in
VR records.
18. CONFIDENTIALITY
All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations
regarding confidential information, including PII from educational records, such as but not limited
to 20 CFR Part 603, 45 CFR Section 205,50, 20 United States Code (U.S.C.) 1232g and 34 CFR
part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations.
Each party will ensure that the collection and use of any information, systems, or records that
contain PII and other personal or confidential information will be limited to purposes that support
the programs and activities described in this MOU and will comply with applicable law.
Each party will ensure that access to software systems and files under its control that contain PII
or other personal or confidential information will be limited to authorized staff members who are
assigned responsibilities in support of the services and activities described herein and will comply
with applicable law, Each party expressly agrees to take measures to ensure that no PH or other
personal or confidential information is accessible by unauthorized individuals.
To the extent that confidential, private, or otherwise protected information needs to be shared
amongst the parties for the parties' performance of their obligations under this MOU, and to the
extent that such sharing is permitted by applicable law, the appropriate data sharing agreements
will be created and required confidentiality and ethical certifications will be signed by authorized
individuals. With respect to confidential unemployment insurance information; any such data
sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to
requirements for an agreement consistent with 20 CPR 603.10, payments of costs, and permissible
disclosures.
With respect to the use and disclosure of FERPA-protected customer education records and the PII
contained therein, any such data sharing agreement must comply with all of the requirements set
forth in 20 U.S.C. § 1232g and 34 CFR Part 99.
With respect to the use and disclosure of personal information contained in VR records, any such
data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38.
19. PRESS RELEASES AND COMMUNICATIONS
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All parties shall be consulted and notified prior to commwnicating with the press, television, radio
or any other form of media regarding its duties or performance Under this MOU. Participation of
each party in press/media presentations will be determined by each party's public relations policies.
The panes agree to utilize the AJCC logo developed by the State of California and the SAWDB
on buildings identified for AJCC usage.
20. ACCESSIBILITY
Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting
the requirements and goals of the local AJCC network. Job seekers and businesses must be able to
access all information relevant to them via visits to physical locations as well as in virtual spaces,
regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis
of any other classification protected under state or federal law.
21. NON-DISCRIMINATION AND EQUAL OPPORTUNITY
All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and
they certify that no person, otherwise qualified, is denied employment, services, or other benefits
on the basis of. (i) political or religious opinion or affiliation, marital status, sexual orientation,
gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or
age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical
or mental disability of a qualified individual with a disability,
22. GRIEVANCES AND COMPLAINTS PROCEDURE
The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as
outlined in WIOA. The process for handling grievances and complaints is applicable to customers
and Partners, These procedures will allow the customer or entity filing the complaint to exhaust
every administrative level in receiving a fair and complete hearing and resolution of their
grievance. The Partner further agrees to communicate openly and directly to resolve any problems
or disputes related to the provision of services in a cooperative manner and at the lowest level of
intervention possible. All Partners agree to inform each other immediately when a customer
violates an established policy that would require them to be banned from the center or involves
police authorities.
23. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE
The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and
services provided at the AJCC are in compliance with the Americans with Disabilities Act
("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that
policies and procedures established by the SAWDB and the AJCC Partners are in compliance with
the ADA.
24. HOLD HARMLESS/INDEMNII+ICATION/LIABILITY
MA-063-230111379 15
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 indera nify,
defend and hold harmless each other from and against all court costs and attorney's fees arising
out of or resulting from any negligent acts or omissions which arise from the performance of the
obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all
indemnity provided herein shall survive the termination of tills MOU.
25. SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU
shall remain in force.
26. DRUG AND ALCOHOL -FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41
U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from
any Federal agency maintain a drag -free workplace. The recipient must notify the awarding office
if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply
with these requirements may be cause for suspension or debarment under 2 CFR part 180, as
adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor
regulations at 29 CFR part 94.
27. CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29
C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR
200,450. The parties shall not lobby federal entities using federal funds and will disclose lobbying
activities as required by law and regulations.
28. DE HARMNT AND SUSPENSION
All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689)
and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by
the U.S. Department of Education at 2 CFR 3485.
29, PRIORITY OF SERVICE
All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding
priority of service, including, but not limited to, priority of service for veterans and their eligible
spouses, and priority of service for the WIOA title I Adult program, as required by 38 U,S.C, sec.
4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its
implementing regulations and guidance. Partners will target recruitment of special populations that
MA-063-230111379 16
receive a focus for services under WIOA, such as individuals with disabilities, low-income
individuals, basic skills deficient youth, and English language learners.
30. BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the Wagner-
Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through
8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as
referenced in WIOA Section 502 and 20 CFR 683.200(f).
31. SALARY COMPENSATION AND 130NUS LIMITATIONS
Each party certifies that, when operating grants funded by the U.S. Department of Labor, it
complies with TELL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109-
234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker
and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments
for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce
Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I,
Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds
for compensation and bonuses of an individual, whether charged to either direct or indirect, at a
rate in excess of the Federal Office of Personnel Management Executive Level I1.
32. TERMINATION
This MOU will remain in effect until the end date specified in Paragraph 4 above, unless:
a. Federal oversight agencies charged with the administration of WIOA are unable to
appropriate funds or if frmds are not otherwise made available for continued performance
for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to
perform pursuant to MOU due to lack of funding shall notify the other parties as soon as
the party has knowledge that funds may be unavailable for the continuation of activities
under this MOU;
b, WIOA is repealed or superseded by subsequent federal law;
c. Local area desiguation 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 SAWDE Chair (or designee) specifying such
breach in reasonable detail. In such event, the non -breaching party(s) shall have the right
to terminate this MOU by giving written notice thereof to the party in breach, upon which
termination will go into effect immediately.
In the event of termination, the parties to the MOU must convene within thirty (30) calendar days
after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated
costs must be addressed,
MA-063-230111379 17
This MOU is of no force or effect until signed by authorized representatives of the participating
parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once
signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving
written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective
withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments
of this MOU, and to the contact person so listed, considering any information updates received by
the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner.
33. NOTICES
All notices, requests, claims, correspondence, reports, statements authorized or required by this
Agreement, and/or other communications shall be addressed as follows:
City of Santa Ana: City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
COUNTY: County of Orange Social Services Agency
Contracts Services 500 N. State
College Blvd, Suite #100
Orange, CA 92868
34. INSURANCE
The AJCC Partners agree that their current in force insurance or self-insurance coverage programs
shall apply to their operations performed under the Workforce Innovation Opportunity Act and at
the SAWC, including commercial general liability, property damage liability, business personal
property, workers' compensation and employee dishonesty/crime coverages, The City of Santa
Ana shall be named as additional insured for such insurance and the coverage shall be primary and
non-contributory with regard to the City.
35. AUTHORITY AND SIGNAURE8
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-063-230111379 18
ATTACHMENTS
Attachment 1: AJCC Partners Location and Map
Attachment 2: Santa Ana AJCC Partner Services
Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget
Attachment 3-1: Applicable Career Services
Attachment 4: Comprehensive Cost Allocation and Partner Contributions
Attachment S: Office Lease
MA-063-230111379 19
WHEREFORE, the parties hereto have executed this Agreement in the County of orange, California.
FOR THE CITY OF SANTA ANA
Attest:
Jenni It
ity Clerk
Dated:_ (9 ilSa
Recommended for Approval:
Michael Garcia
Executive Director
Community
/Development Agency
Dated:_ � ,�/"T-7,
City of Santa Ana:
Kristine Ridge
City Manager
Dated: -4A
Approved as to Form:
�'U-�
Jose Montoya
Assistant City Attorney
Dated:
FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD
Chair
[Space left intentionally blank]
[Signatures continued on the following page]
Page 20
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
CHAIRMAN
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:
ROBIN STIELER
Cleric of the Board
County of Orange, California
APPROVED AS TO FORM
COUNTY COUNSEL
COUNTY OF ORANGE, CALIFORNIA
By:
DEPUTY
Dated:
MA-063-230111379
21
Attachment 1
AJCC Partners Location and Map
Partner Program
Partner
Authorization/Category
Physically
Organization
Co -Located
Title I Adult, Dislocated
City of Santa Ana
Workers and Youth
WIOA Title I Adult, Dislocated Workers, Youth
Yes
Programs
programs
Rancho Santiago
WIOA title II Adult Education and Family
Adult Education/
Community College
Literacy Act (AEFLA) program
Career and technical education (CTE)
Literacy and Carl Perkins
District
Career Technical
programs at the postsecondary level,
No
Education
authorized under the Carl D. Perkins Career
and Technical Education Act of 2006 (20 U.S.C.
2301 et seq,)
Wagner-Peyser
Employment
WIOA title III Wagner-Peyser Employment
Development
Services, authorized under the Wagner-Peyser
Department (EDD)
Act (29 U.S.C. 49 et seq.), also providing the
Yes
state's public labor exchange.
Employment
Veterans
Development
Jobs for Veterans State Grants (JVSG),
Yes
Department {EDD)
authorized underchapter41. of title 38, U.S.C.
Employment
Trade Adjustment Assistance (TAA),
Trade Act
Development
authorized under chapter 2 of title 11 of the
Yes
Department (EDD)
Trade Act of 1974 (19 U.S.C. 2271et se fl
Unemployment
Employment
Insurance (UI)
Development
Unemployment Insurance (UI) programs under
No
Department (EDD)
state unemployment compensation laws.
State Department of
WIOAtitle IV State Vocational Rehabilitation
Vocational
Rehabilitation
program authorized undertitle I of the
Rehabilitation Services
Rehabilitation Act of 1973 (29 U.S.C. 720 et
Yes
seq.)
Temporary Assistance
Social Services
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.&C. 601 et seq.)
7 CFR parts 271, 272, 273, 274, 275, 276, 277,
CalFresh Employment &
281, and 282/
Training/General Relief
Social Services Agency,
General Relief Work Program (GRWP),
Yes
Work Program
Assistance Programs
authorized under the County of Orange,
General Relief Regulations.
Senior Aid Program
Senior Community Service Employment
Senior Aid Program
Regions 11 & III
Program (SCSEP), authorized under title V of
Yes
SER-Jobs for
the Older Americans Act of 1965 (42 U.S.C.
Progress, Inc.
3056etseq.)
Job Corps
Long Beach Job Corps
WIOA Title I C, Jobs Corps
No
Native American
Southern California
Indian and Native American Programs (Section
Programs
Indian Center
166)
No
Housing & Urban
Santa Ana Housing
Housing & Urban Development (HUD)
Development I
Authority
Yes
Attachment 1
AJCC Partners Location and Man
Partner Program
Partner
Authorization/Category
Physically
Organization
Co -Located
Adult Demonstration
Orange County
Reentry Employment Opportunities (EO)
Sheriff's Department
programs authorized undersec, 212 of the
Second Chance Act of 2007 (42 U.S.C, 17532)
No
and WinA sec, 19
Attachment 1
AJCC Partners Location and Map
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Attachment 3
Santa Ana Workforce Development Board
AJCC Comprehensive Infrastructure and Other Costs Budget
Z0Z3-Z024
US 9
Total MonthlyIli
Cost Cntngory/Line Item
Cost Details
htanlhly Cost
Monthly
and
property Rent
Equipment Cost
Rent
Ind. Janitorial, Maint and
Base Rent
Utilities
$2,800.26
$2,800,26
Total en
0 .2
2,8 0,26
Utaltfes/Mafnt/Service
Monthly costs of Dial Tone and
Telephone Services Per Person
Voice Mail Assigned
$0.00
iuqu nrsN 27. 3040N
Security Guam
$28.74
$295.3
$295.32
Total Utiikles/Malntenance
S2853
$0.0
$295.32
"Equipment
Phone System
nnu pp"Lost
Total Equipment
•*Teal and Abtess Cam
Information acrnQI09V LOST Per
waretess a $p
Month
- - -
Maintenance
$ZS
$7.50
Tote Tech en Access
-
O ristruetere Ote
/k�imat 41i�B11'311:W
"Tapielsnre leased eyuipniem omf me churgedhyperceero�e. Addlhannl cywr8c fin' aroge n•Fll be mindmed and rJrorged
Attachment 3-1
APPLICABLE CAREER SERVICES
Sharing Other One -Stop Delivery System Costs
The budget must include "applicable career services" as well as any other shared costs
agreed upon by the AJCC partners, While only co -located partners share infrastructure costs,
all One -Stop partners must share in other system costs, including applicable career services.
Required Consolidated System Budget for "Applicable Career Services"
Summary of Career Services Applicable to Each AJCC Partner
The MOU requires identification of the career services that are applicable to each partner
program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the
service delivery of each applicable career service.
Unlike Infrastructure cost sharing, other system costs, including "Applicable Career Services"
are not limited to the non -personnel costs and should include all costs related to the
administration and delivery of those services.
AJCC Applicable Career Services
SSA
Career Services:
$345,646.29
• Eligibility Determination (1)
• Outreach, Intake and Orientation (2)
• Initial Assessment (3)
• Job Search, Placement Assistance, and. Career Counseling (4)
• Employment Statistics -Labor Market Information (5)
• Eligible Provider performance and program Cost Information (6)
• Local Performance Information (7)
• Supportive Services' Information (8)
• Unemployment Compensation (9)
• Eligibility Assistance (10)
• Follow -Up Services (11)
• Comprehensive and Specialized Assessments (12)
• Individual Employment Plan Development (13)
• Group Counseling (14)
• Individual Counseling and Career Planning (15)
• Case Management (16)
• Short -Term Prevocational Services (17)
Training
$534,353.71
• Occupational Sldlls Training (1)
• On -the -Job Training (OJT) (2)
• Workplace and cooperative education (3)
• Training programs operated by the private sector (4)
• Skills upgrading and retraining (5)
• Entrepreneurial training (6)
• Job -readiness training (7)
• Adult Education and Literacy programs (8)
• Customized training (9)
Attachment 3-1
APPLICABLE CAREER SERVICES
Employer Services $0
• Employer needs assessment (1)
• Job posting (2)
• Applicant pre-screening (3)
• Recruitment assistance (4)
• Training assistance (5)
• Labor Market Information (6)
• Employer information and referral (7)
• Rapid Response and Layoff Aversion (8)
Total Career Service Cost
$880,000
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FIRST AMENDMENT TO OFFICE LEASE BETWEEN
SANTA ANA CA I SGF, LLC AND TIME CITY OF SANTA ANA
THIS FIRST AMENDMENT TO OFFICE LEASE_ (this "First AluDIldlyiellt") is entered
into as of — — 12023 (the " , ff of v f e e 15 � by and between SANTA ANA CA I SGF,
LLC, a Delaware limited liability company ("La lorc "), and THE CITY OF SANTA ANA, a
charter city and municipid corporation ("Tenant"),
WITNESSETH:
WHEREAS, Landlord, as successor in -interest to CF SANTANA, LLC, it Delaware
limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated
October 7, 2017, Tenant Estoppel Certificate No, A-2017-264-01 dated February 8, 2018, and
Exhi i 6 Notice of Lease Term Dates No. A-2017-264-02 dated February 16, 2018 (hereinafter
collectively referred to as the "Lease"), Pursuant to which Landlord leased to Tenant and Tenant
leased from Landlord that certain promises identified as Suite 200 containing approximately
19,321 rentable square feet of office space (the "Promise ") in the building located at 801 Civic
Center Drive, Santa Ana, CA 92701 (the "Built
WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the
Lease, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the aforesaid premises and the other
agreements and covenants hereafter set forth and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties do hereby agree as follows:
I. lrtdurpotatiarr erf ee The above recitals are hereby incorporated into this
First Amendment as if fully set forth herein. As used herein the term "Lease" shall mean the Lease
as amended by this First Amendment.
2 Detlitlti�. All capitalized terms used in this First Amendment shall have the
meanings assigned to them in the Lease unless otherwise specified herein.
3. Term. The Initial Term as dePirred by Section 3, Basic Lease Provisions, of the
Lease is hereby for a period of One Hundred Twenty (120) full calendar months, contmoncing on
July 1, 2023 and expiring on June 30, 2033 (the "Term").
Tenant shall have the right to extend the Term for two (2) sixty (60) month periods, in accordance
with Section 3.2.2, Standard Lease Provisions, of the Lease,
4, Base Rent. Commencing on July 1, 2023, Tenant shall pay Base Rent in the
following amounts:
Monthly installment Annual Rental Rate
Dates Annual Base Rent of (lase R.grrf per RSV
5910216.11
7/I/2024-6/30/2025
_
$561t197.77
$4676G,48
$2,42
7/l/2025-6/30/2026
$578,033.70
�
$48,169.77
7/l/2026 — 6/30/2027
$595,374.71
$49 614.56
$2.57
7/1/2027 6/30(2028
$613,235.95
$Sl103.00
yW
.64
7/l/202s-6/30/2029
$631,633.03
~,$5
636.09
$2,72
7/l/2029-6/30(2030
$650582.02
$S4,215.17
$2.81
7/'1L2030—dl3p/2031
_
$d70,049.48
$55,841.62
$2.89
7/1/2031—6/30/2D32
$690,202,47
15""6.87
$2.98
7(1/2032-6/30/2033
$710,
90954
$5924
2.38
$3.07
Base Year. The `Ba4v Ypal 'is hereby amended to reflect calendar year 2023.
6, Subsection 14.1, Waiver of Liability and Indemnification, of the Standard Lease
Provisions, is hereby amended as follows:
Except to the extent caused by the gross negligence of Landlord or its agents, contractors
or employees, Tenant hereby waives all claims and causes of action against Landlord and
all of the other Landlord Parties for any damage to persons or property (including, without
limitation, loss of profits and intangible, property) in any way relating to Tenant's use and
occupancy of the Premises fi-om any cause whatsoever, including, without limitation fire,
explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical
or electronic emanations or disturbance, water, rain or snow or leaks from any part the
Building or from the pipes, appliances, equipment or plumbing works or from the roof,
street or sub -surface or from any other place or caused by dampness, vandalism, malicious
mischief. Tenant shall indemnity, defend, protect and hold harmless Landlord and each of
the Landlord Parties from and against any and all Claims that arise out of, are occasioned
by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion
of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (e) any
default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant
and any third party; provided that Tenant shall not be required to so indemnify, defend or
hold Landlord or any of the other Landlord Parties harmless to the extent that any such
Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or
employees.
7. Tenant Immmements. Landlord consents to (but does not require) Tenant's
completion of certain improvements to the Premises (collectively, the "Tenant Improvements"),
subject to the terms and conditions of Exhibit A attached hereto and made a part hereof.
8. As -Is Condition. Tenant accepts the Premises in its "AS -IS, WHERE -IS"
condition as of the Effective hate, and Landlord makes no representation or warranty concerning
the condition of the Leased Promises and has no obligation to construct, remodel, improve, repair,
decorate or paint the Premises or any improvement on or a part of the Premises, except as may be
otherwise set forth in the Lease. Tenant represents that (a) it has been in possession ofthe Premises
pursuant to the Lease, (b) it has inspected the Premises prior to execution ofthis First Amendment„
(c) it is not relying on any statement, representation or warranty of Landlord, its employees or
agents, and (d) is fully satisfied with the condition of the Premises.
500216.11
9. EffUgg, Section 23.2(c)(H) is hereby deleted in its entirety and replaced with the
following:
"Notwithstanding the foregoing, each calendar month during -the -Term, Landlord
shall provide to Tenant, without charge: (A) a number of Short Term Project Parking
Validations (defined below) equal to the product of thirty (30) and the number of days in
such calendar mouth (during the Term) and (B) a number of Long Term Project Parking
Validations (defined below) equal to the product of one hundred eighty (I80) and the
number ofdays in such ealender month (during the Term), in each case to be used only by
Tenant's Business Customers for parking in the Parking Facilities without charge; provided
that (x) Landlord shall not, at any time during the Term, be required under this Section
2.3.2(c)(1i) to provide it number of Project Parking Validations in any calendar month in
excess of a number equal to the product of two hundred ten (210) and the number of days
in such calendar month (during the Term) and (y) any Project Parking Validations provided
by Landlord with respect to any particular calendar month that are not used during such
calendar month shall, at the election of Landlord, either: (I) become nuli and void (and be
returned to Landlord) or (2) be credited against Landlord's obligations to provide Project
Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No
Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E)
shall be used to accommodate parking, without charge, by any particular Tenant's Business
Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior
approval (and Tenant shall not provide any particular Tenant's Business Customer more
than one Project Parking Validation oil any particular day). "Short Term Project Parking
Validations" means Project Parking Validations permitting Persons using such Project
Parking Validations to park in the Parking Facilities for up to twenty (20) minutes without
charge, "Long Term Project Parking Validations" means Project Parking Validations
permitting Persons using such Project Parking Validations to park in the Parking Facilities
for up to one (1) hour without charge."
10. No Default. Each of Landlord and Tenant hereby affirm to each other that as of i
the Effective Date no breach, default, event of default, or other act, error, or omission which, with
the giving of notice or passage of time or both would constitute a breach, default, or event of
default by such party has occurred and is continuing underthe Lease beyond any applicable notice
or cure period.
l k Affirntadon of Lease Terms. Except as modified by this First Amendment,
Landlord and Tenant hereby ratify the Lease and agree that the Lease shall remain unchanged and
shalt continue in full force and effect. In the event there is any cont7ict between the terms of the
Lease and the terms set forth in this First Amendment, the terms specifically set out in this First
Amendment shalt control. From and after the Effective Date, any and all references to "the Lease"
or "thus Lease" in the Lease shall mean the Lease as modified by this First Amendment.
12. Mutual AtttlLo irntio t a resegtati I . Each of Landlord and Tenant hereby
represent and warrant to each other that: (a) this First Amendment (and each term and provision
hereof) has been duly and appropriately authorized and executed by such party through proper
written corporate or limited liability company action and approval; and (b) no additional consent,
agreement, or approval is required with respect hereto.
5910216,11
13. Brokerage. Landlord and Tenant each represent that they had no dealings with
any real estate broker, finder, or other person with respect to this First Amendment in any manner,
other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and
Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the
'Brokers"). Landlord shall Puy Brokers a leasing commission in connection with this First
Amendment pursuant to separate agreement. Tenant shall Indemnify and hold Landlord harmless
from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any
compensation, commission or fees claimed by any other real estate broker or agent in connection
with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall
indemnify Tenant and hold Tenant harmless from any cost, expense or liability (including costs of
suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real
estate broker or agent in connection with this First Amendment or its negotiation by reason of the
act of Landlord.
14. Miscellangous. The submission of an unsigned copy of this First Amendment to
Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to
the benefit of the parties hereto and their respective successors, heirs, legal representatives and
assigns, (b) may be execrated in two or more counterparts, all of which together shall constitute but
one and the same agreement, (c) shall be governed by and construed in accordance with the laws
of the State of California and both parties further agree that Orange County, California, shall be
the venue for any action or proceeding that may be brought or arise out of, in connection with or
by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating
to the subject matter hereof; all prior negotiations, agreements, and understandings (not including
the Lease, as amended), whether oral or written, being hereby superseded and terminated, and (e)
shall become effective and binding only upon execution and delivery by both Landlord and Tenant.
The execution of facsimiles, including the use of electronic signatures, of this First Amendment
shall be binding on the parties hereto.
17, E-SIGiiV AnWo-enter-wi Landlord and Tenant agree: (a) that a party's
electronic signature with respect to this Lease has been executed or adopted by the signatory with
the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission
or other electronic means shall be valid delivery for all Purposes; (c) this Lease and any additional
information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile
transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be
valid, binding, effective and enforceable the same as originals for all purposes, and may be so
admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of
this Lease it shall be unnecessary to produce the original hereof or any or all original signature
pages; and (e) each party agrees to take any and all reasonable actions, if any, as may be necessary
or as may be reasonably requested by any other party to this Lease to further evidence such party's
intent to be bound by the provisions of this Lease and to ensure compliance with the provisions of
the Electronic Signatures in Global and National Commerce Act, 15 U.S,C. §§ 7001, at seq., the
Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable
law pertaining to electronic signatures.
lltrsrrrufrtder' nP'Pauc InftartlfonalI 131ank, FSigpat�r Parrc Bello t.r'
59102K11
IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to
be effective as of the date first set forth above.
ATTEST:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
m
By: Jose Montoya, Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Mike Garcia
Executive Director
Community Development Agency
CITY OF SANTA ANA (TENANT):
Kristine Ridge
City Manager
LANDLORD:
SANTA ANA CA I SGF, LLC,
a Delaware limited liability company
By:L
Nam':zrlel�=; .�
Title:�f a t11 Y
J
Mike Garcia- Executive Director Community Development Agency
[SIGNATURE PAGE TO FIRSTAMENDMENTTO OFFICE LEASE)
5910216.11
Ex�r� IMI-TA
WORT{ LETTER
THIS WORK LETTER (this " 'k c el") is attached to and incorporated into the First
Amendment. Supplementing time provisions of the Lease (as amended by the First Amendment),
but without limiting those provisions, Landlord and Tenant agree as follows with respect to the
Tenant improvements to be installed in the Premises.
I. per mosc. This Work Letter establishes responsibilities for the design and
construction of the Tenant improvements as well as the allocation of the costs of the Tenant
improvements. The terms, conditions, and requirements of the Lease, except where clearly
inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter,
2, Definitions. The following defined terms used in this Work Letter shall have the
meanings set forth below. Unless provided to the contrary herein, any other capitalized term that
is not defined in this Work Letter shall have the meaning given to that term in tine Lease.
(a) "Approved Working Drawings" is defined in F eeliol _9 hereof,
(b) "Building Systems" means the structural portions of the Building, the
common area restrooms, elevators, the Building's HVAC, mechanical, electrical,
plumbing, and fire and life safety systems and equipment (including, but not limited to, the
fire alarm and fire sprinklers).
(c) "Contractor" means the general contractor engaged by Landlord for
peri'nrmunce of the Landlord Work pursuant to Scotion 4 hereof.
(d) "Cost Proposal" is defined in , efon a hereof.
(e) "Days" means, unless otherwise indicated, calendar days,
(t) "Landlord Coordination Fee" mcans a fee equal to five percent (501,) of
the hard and sell costs of the Landlord Work charged by Landlord for its services in
managing tine design and construction of the Tenant Improvements, and such fee will be
Included in the cost of the Landlord Work and deducted from the Tenant Allowance.
(g) "Landlord's Representative" moans Dana Duarte as the only person
authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated
to respond to or act upon any request, approval, inquiry or other communication from or
on behalf of Landlord in connection with this Work Letter unless such communication is
in writing from Landlord's Representative. Landlord may change the Landlord's
Representative at any time upon not less than five (5) days' advance written notice to
Tenant.
(h) "Landlord Work" means all work necessary and appropriate to complete
the Tenant Improvements in accordance with this Work Letter and the Lease.
5910216,11
(i) "Over -Allowance Amount" is defined in Section I0(dl hereof.
(j) "Permits" is defined in ictio G hereof,
(k) "Punch List Work" means those minor corrections of construction or
decoration details, and minor mechanical adjustments, that ate required to cause any
applicable portion ofthe Tenant hnprovemems us constructed to conform to the Approved
Plans in all material respects and that do not materially interrere with Tenant's use or
occupancy of the Building and the Premises,
(1) "Space Plan" is defined in 'ectin 3 hereof.
(m) "Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per
rentable square foot of the Premises (i.e„ up to $2,898,15), based on 19,321 rentable square
feet of the Premises, and shall be, included in the Tenant Allowance and deducted
therefrom.
(n) "Substantial Completion" of the Tenant Improvements shall be deemed to
have occurred on the date that: (1) all Landlord Work has been performed in accordance
with the terms of this Work Letter, other than any Punch List Work; and (ii) if required,
Landlord has obtained and delivered to Tenant a permanent or temporary certificate of
occupancy ("COO") with respect to the Premises, except to the extent the same cannot be
obtained by reason of the incompletion of installations or other work that is the
responsibility of Tenant (such as, but not limited to, the installation and making operational
Of Tenant's systems and telecommunications equipment), in which case Landlord shall
obtain the same within a reasonable time after the same can be obtained.
(o) "Tenant Allowance', shal l be Twenty -Eight and 00/100 Dollars ($28,00)
per rentable square foot of the Premises (i.e„ up to $540,988.00), based on 19,321 rentable
square feet of the Premises.
(p) "Tenant Contractor" or "Tenant Contractors" means any employees,
agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of
Tenant, whether or not directly employed by Tenant, each of whom shall be reasonably
approved by Landlord before they may work in the Building,
(q) "Tenant Delay" means a delay caused by any of the following:
(i) Tenant's failure to timely approve the Working Drawings or any
othcr matter requiring Tenant's approval;
(ii) a breach by Tenant of the terms of this Work Letter or the Lease;
(III) Tenant's request for changes in any of the Working Drawings, but
only if such a request actually causes a delay to Substantial Completion of the
Premises;
5910216.11
(iv) Tenant's requirement for; (A) materials, components, finishes, or
improvements which are different from, or not included in, Landlord's standard
tenant improvement 'items for the Building (which have been provided to Tenant
and of which Tenant acknowledges receipt); or (B)materials that are not available
in a commercially reasonable time given the estimated date of Substantial
Completion of the Premises, but only to the extent that such a requirement actually
causes a delay to Substantial Completion of the Premises; or
(v) any other acts or omissions of Tenant, or of any of the Tonant
Contractors, their agents, or employees that continue more than one (1) day after
written notice thereof by Landlord.
(r) "Tenant FF&E Allowance; moans a portion of the Tenant Allowance in
the amount of tip to Ten and 00/100 Dollars ($10.00) per rentable square foot of the
Premises (i.e., up to $193,210,00), which Tenant may use for Tenant's furniture, fixtures
and equipment to be purchased and installed in the Premises and any costs of data cabling
and IT infrastructure in connection with Tenant's furniture, fixtures and equipment.
(s) "Tenant's Representative" means the Executive Director, Community
Development, or the Economic Development Manager or their designee (either such
individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this
Work Letter. Landlord shall not be obligated to respond to or act upon any request,
approval, inquiry, or other communication from or on behal f of Tenant in connection with
this Work Letter unless such communication is in writing from Tenant's Representative.
Tenant may change the Tenant's Ropresentative[s] at any time upon not loss than five (5)
days' advance written notice to Landlord.
(t) "Working Drawings" is defined in :'e lion b hereof.
3. t>latrAat roval.
(a) Prior to commencement of the Landlord Work, Landlord and Tenant shall
approve detailed space plans (collectively, the "Space Plan") for the construction of the
Tenant improvements, which space plans shall be prepared by Landlord's architect and
subject to Tenant's reasonable approval within ten (10) days after receipt thereof.
(h) Promptly fallowing Tenant's approval of the Space Plan, Landlord shall
cause its architect and ongineers to prepare and deliver to Tenant detailed specifications
and engineered working drawings for the Tenant Improvements shown on the Space Plan,
with such modifications to the Space Plan as shall be necessary to comply with the
requirements of the Building Systems of the Building (the "Working Drawings"),
(c) Tenant shall approve ordisapprovethe Working Drawings ill writing within
fourteen (14) business days after receipt. Tenant may only disapprove the Working
Drawings to the extent such Working Drawings are inconsistent with the Space Plan and
only if Tenant delivers to Landlord, within such fourteen (14) business day period, specific
changes proposed by Tenant which are consistent with the Space Plan. If any such revisions
are timely and property proposed by Tenant, Landlord shall cause its architect and
5910216.11
engineers to revise the Working Drawings to incorporate such revisions and submit the
same for Tenant's approval in accordance with the foregoing provisions, and the parties
shall follow the foregoing procedures for approving the Working Drawings until the same
are finally approved by Landlord turd Tenant. Upon Landlord's and -Tenant's -written
approval of the Working Drawings, including any agreed changes pursuant to Sections 5
and 6, the same shall be known as the "Approved Working Drawings',
a, Construction Contracts. Landlord shall enter into a construction contract for the
performance of the Landlord Work with the Contractor, Landlord shall use commercially
reasonable efforts to obtain at least three (3) bids from each trade (other than mechanical, electrical,
plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed
by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder
unless otherwise approved by Tenant in writing, Landlord shall require its Contractor to exercis
reasonable efforts to avoid disruption of Tenant's business and to protect the health &safety e
Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods
to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable,
perform work outside of normal business hours,
Cast Estimate.
(a) Landlord shall provide'fenant with a cost proposal in accordance with the
Approved Working Drawings, which cost proposal shall include, as nearly as possible, the
cost of the Tenant Improvements (the "Cost Proposal'). The Cost Proposal shall be
provided to Tenant on an open book basis (he., Landlord shall make available to Tenant
the economic terms of the construction agreement with the Contractor (including, without
limitation, the cost of labor and materials, contractor fees and permit flees), as well as all
bids received by Landlord for the Landlord Work, and reasonable documentation
supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord
Work).
(b) Within ten (M) days of the receipt of the same, Tenant shall either: (i)
approve the Cost proposal; or 0i) have a one-time right to propose modifications to the
Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant
Allowance. With the exception of the City's one-time right to modify as provided in this
section, any proposed changes to the Working Drawings (other than changes that make the
Working Drawings conform to the Space Plan) shall be subject to Landlord's approval,
which approval shall not he unreasonably withheld, conditioned, or delayed. If Landlord
approves the proposed revisions; (A) Landlord shall have the Working Drawings revised
in accordance with the approved revisions; and (B) Landlord shall submit a revised Cost
Proposal to Tenant. Tenant shall notify Landlord in writing within ten (10) days whether it
desires to proceed with such revisions. If Tenant fails to approve such revisions and revised
Cost Proposal within such ten (10) day period; such failure shall be deemed to be a Tenant
Delay. Any delays arising from further changes to the Working Drawings requested by
Tenant shall he deemed to be Tenant Delays.
(c) Tenant's final written approval of the Cost Proposal and the Approved
Working Drawings shall be authorization by Tenant for Landlord to purchase all materials
5gtazre,tr
set forth in the Cost Proposal and to promptly commence the construction of the Tenant
Improvements in accordance with the Approved Working Drawings.
6. Performance of the Landlord Work,
(a) Landlord shall cause the Contractor to obtain all applicable building permits
for construction of the Landlord Work (collectively, the "Permits"), and to perform the
Landlord. Work in a good and workmanlike manner and in compliance with the Permits
and all applicable Laws in effect at the time of construction, All costs associated with
obtaining Permits will be deducted from the Tenant Allowance.
(b) if any local governmental agency requires revisions to the Approved
Working Drawings, Tenant shall be deemed to have approved any adjustments to the
Approved Working Drawings and the Cost Proposal resulting therefiom. If any Authority
issuing Permits for the construction of the Tenant improvements shall impose terms or
conditions upon the construction thereof that: (i) are inconsistent with Landlord's
obligations hereunder; (ii) increase the cost of constructing the Tenant improvements; or
(iii) will materially delay the construction of the Tenant improvements, Landlord and
Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate
any such adverse terms and conditions,
7. JC, t n �. 'a uncle. No changes to the Approved Working Drawings or the agreed
Cost Proposal may be made without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole discretion. if Tenant requests a change that would directly or indirectly
delay the Substantial Completion of the Tenant improvements, Landlord shall not be obligated to
make such change unless Tenant agrees in writing that such delay (in the amount reasonably
determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working
Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such
change unless Tenant agrees in writing to pay any such increase in costs in accordance with Scction
10,
8. 69NUntl8l, Contnl_etlgn. When Landlord's architect certifies that the Landlord
Work is Substantially Complete, Landlord shall notify Tenant thereof in writing, Tenant's
Representative and Landlord's Representative shall at a mutually convenient date and time [but in
no event later than ten (10) days after such notice] conduct ajoint walk-through of the Premises in
order to review the Tenant Improvements. Based upon said walk-through, Landlord's
Representative and Tenant's Representative shall prepare a list of hunch List Work and, subject to
Force Majoure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord
shall complete the Punch List Work items within thirty (30) days after such joint walk-through, in
the event of any dispute as to whether Landlord has Substantially Completed the Tenant
Improvements, the City will be afforded an opportunity to provide input before the Landlord's
architect renders a final decision on the dispute. The decision of Landlord's architect shall be
final and binding on the parties. Tenant agrees that, at the request of Landlord from time to time
after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List
Work to retiect completion or partial completion of prior Punch List Work.
10
5910216.11
9. Accois bar Tenant. Subject to the terms hereof and provided that Tenant and Its
agents do not interfere with the Contractor's work in the Building and the Premises, Landlord shall
allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises
at least ton (10) days prior to the Substantial Completion of the Landlord Work for She purpose of
installing equipment and/or fixtures (including Tenant's data and telephone equipment) and
Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a
schedule to Landlord and the Contractor, fortheir approval, which schedule shalt detail the Tenant
Contractors accessing the Premises and the timing and purpose of such entity. In connection with
any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate,
work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's
contractors (including the Contractor), agents, or representatives in performing work in the
Building and the Premises, or in performing any inspections, or interfere with the general operation
of the Building, If at any time any of the Tenant Contractors shall not be cooperative or shad
otherwise cause or threaten to cause any such disharmony or interference, including, without
limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective
actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an
individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate).
Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any
portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the tenets,
covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until
the occurrence of the Lease Commencement Date).
10. Cost Allocation,
(a) Provided this Lease is in full force and effect, and Tenant is not in default
thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs
of Space Plan In an amount up to, but not exceeding, the Space Plan Allowance, and (it)
the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance.
Landlord shall deduct the Landlord Coordination Fee of the Tenant Improvements from
the Tenant Allowance.
(b) In no event shall Landlord be obligated to pay for the costs of any of,
Tenant's furniture, computer systems, telephone systems, equipment, or other personal
Property (whether or not such items may be depicted on the Approved Working Drawings)
that exceed the Tenant FF&E Allowance. Eligible costs that exceed the Tenant FF&E
Allowance shall he borne by Tenant.
(c) In the event that all costs associated with the Space Plan and design,
permitting, and construction of the Tenant Improvements, including the Landlord
Coordination Fee, exceeds the Space Plan Allowance and/or the 'Tenant Allowance, as
applicable, the amount of such excess (the "Over -Allowance Amount") shall be paid by
Tenant to Landlord within thirty (30) days following delivery of an invoice by Landlord.
Tenant shall not be responsible loot, the Over -Allowance Amount if caused by Landlord or
Landlord Contractor's own negligence, willful misconduct, or delay,
591 D2I6.1I
(d) Tenant shall not be entitled to receive (in cash or as a credit against any
rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of
the design, permitting, and construction of the Tenant improvements.
Il miscellaneous
(a) All Tenant improvements to be performed by Landlord (and any
installations in the Premises as set forth In the Approved Working Drawings, or otherwise)
shall use Building -standard specifications, materials, finishes, and supplies, unless
otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion,
may substitute items, materials, or finishes with otheritems, materials, or finishes of
comparable kind and quality. Landlord, at its sole option, may also change mechanical
plans and specifications where necessary for the installation or modification ofthe Building
Systems to accommodate the Tenant Improvements, provided that any such changes shall
not materially and adversely affect Tenant's use and occupancy of the Demised premises
for the Permitted Use.
(b) Tenant acknowledges that the timely completion of the Tenant
Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant
hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in
connection with or related to the design and construction of the Tenant Improvements and
the completion of the permitting process and, in connection therewith, Tenant shall respond
to Landlord's requests for information and/or approvals, except as specifically set forth
herein to the contrary, within two (2) days following request by Landlord. Landlord and
ed
Tenant, and such other parties as may be useful or appropriate, shall meet on a schedul
basis to be determined by Landlord's Representative and Tenant's Representative, ed discuss progress in connection with the same.to
(c) If at any time on or before the Substantial Completion of the Landlord
Work, Tenant is in default under this Work Letter or under the Lease, which default
remains uncured after die expiration of applicable notice and cure periods, then: (i) in
addition to all other rights and remedies granted to Landlord pursuant to the Lease,
Landlord shall have the right to instruct the Contractor to cease the construction of the
Landlord Work (in winch case, Tenant shall be responsible forthe Tenant Delay caused by
such work stoppage); and 00 all other obligations of Landlord under the terms ofthis Work
Letter shall be suspended until such tinge as such default is fully and finally cured.
(d) Landlord hereby assigns to Tenant all warranties by Contractor relating to
the Tenant Tntprovements, which assignment shall be on a non-exclusive basis such that
the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a
twelve (12) month period.
(e) Any portion of the Tenant Allowance nut used within thirty-six (36) months
of the Effective Date of this First Amendment shall be forfelted with no further obligation
by Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused
Portion of the Tenant Allowance towards future payments of Base Rent and/or, except as
expressly set forth herein, purchase of Tenant's furniture, fixtures and equipment,
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