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HomeMy WebLinkAboutItem 38 - Lease Agreement for the Santa Ana WORK Center Community Development Agency www.santa-ana.org/community-development Item # 38 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 6, 2023 TOPIC: Lease Agreement for the Santa Ana WORK Center AGENDA TITLE First Amendment to the Lease Agreement for 19,321 Square Feet of Office Space Located at 801 W Civic Center Drive for the Santa Ana WORK Center RECOMMENDED ACTION 1. Authorize the City Manager to execute the first amendment to the office lease agreement with Santa Ana CA I SGF, LLC for 19,321 square feet of office space located at 801 W Civic Center Drive, for a ten-year term beginning July 1, 2023 with two optional five-year extensions, in the monthly amount of $45,404.35 with an 3- percent annual increase, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a sub-lease agreement and Memorandum of Understanding with the Employment Development Department, subject to non- substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute a first amendment to sub-lease agreement and Memorandum of Understanding with the County of Orange Social Services Agency to extend the term through June 30, 2025 and to adjust rent, subject to non- substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager to execute Memorandum of Understandings with Department of Rehabilitation, SER Jobs for Progress, and the City’s Community Development Agency for the Housing Authority and Economic Development Division, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City receives federal Workforce Innovation and Opportunity Act (WIOA) grant funds to provide employment and vocational training services to low income, unemployed, or underemployed residents, as well as assist local area businesses with employment and training needs. One of the requirements of WIOA is for the City to maintain a comprehensive One Stop Employment Center. The Santa Ana WORK Center fulfills this requirement for the City. Lease Agreement for the Santa Ana WORK Center June 6, 2023 Page 2 3 4 8 9 The WORK Center is a component of the City's economic development efforts by providing employment and training services and assisting Santa Ana based businesses in acquiring skilled employees. In fiscal year 2022-23, the WORK Center served 8,500 people and invested over $450,000 in direct vocational skills training. More than 2,500 clients received one-on-one assistance with their resumes and 65% of the participants were employed within three months after completion of the workforce program. In addition, the WORK Center’s business services team visited 187 Santa Ana businesses to promote customized training, recruitment services, and rapid response programs. On October 3, 2017, the City Council approved a five-year lease agreement at 801 W Civic Center Drive to house the Santa Ana WORK Center. As the primary recipient of WIOA funding, the City holds the master lease agreement and has sublet space to partner organizations that assist in the delivery of workforce services or offer support services that are a benefit to the WORK Center client. Those on-site partners are the Employment Development Department, Orange County Social Services Agency (SSA), Santa Ana Housing Agency, Department of Rehabilitation (DOR), and SER Jobs for Progress. Staff evaluated several alternate office locations and determined that the current location, office design, and property management at 801 W. Civic Center met the needs and supported the delivery of services best to the community (Exhibit 1). Under the terms of the lease, the City will be responsible for payment of the monthly rent. Partners who co-locate at the WORK Center will reimburse the City based on their direct occupancy and a percentage of the suite’s common area and office building common area charges, and shared operating costs (security, telecom, IT maintenance, and office cleaning). The co-located partners have informed staff that they would like to continue to offer services on-site and indicated their desire to sign a renewal to their sub lease agreements. SSA, SER Jobs for Progress, and the City’s Housing Authority expressed the desire to increase the number of staff delivering services on-site at the WORK Center. Authorization of the first amendment to the lease agreement will allow staff to finalize the sub lease agreements and Memorandum of Understanding (MOU) with EDD and SSA (Exhibit 2 and 3). The remaining partners SER, DOR, the Housing Authority, and Economic Development/WORK Center use the MOU as the primary document to reimburse the City for their portion of rent and shared costs associated in operating the WORK Center (Exhibit 4). Now that the lease terms have been finalized, the MOU boilerplate will be updated to reflect each partner’s direct and shared costs and signed by all parties. FISCAL IMPACT The City’s share of the monthly lease payment is budgeted and available in various Work Center grant program account (nos. 12318xxx-62500 WIOA Grant Rent Payments and 12418737-62500 SSA VT WEX Rent Payments). Upon completion of sub lease Lease Agreement for the Santa Ana WORK Center June 6, 2023 Page 3 3 4 8 9 with the City’s partners and approval of the FY 2023-24 City Budget, staff will return to City Council and request an appropriation adjustment to recognize anticipated revenue received from Partners’ share and appropriate funds for expenditures on any adjustments to City’s share. The City’s share of the lease payments will be included in future fiscal year budgets from all eligible grants funds that derive benefit from the lease of the office space, including WIOA and Vocational Training Activities and Work Experience funds from the County of Orange. The annual amount of the City’s share of the lease payment is estimated to be as follows: Fiscal Year City’s Share Partners’ Share Annual Amount 2023-24 $ 217,288.90 $ 327,563.30 $ 544,852.20 2024-25 $ 223,807.57 $ 337,390.20 $ 561,197.77 2025-26 $ 230,521.79 $ 347,511.91 $ 578,033.70 2026-27 $ 237,437.44 $ 357,937.27 $ 595,374.71 2027-28 $ 244,560.57 $ 368,675.38 $ 613,235.95 2028-29 $ 251,897.38 $ 379,735.65 $ 631,633.03 2029-30 $ 259,454.31 $ 391,127.72 $ 650,582.02 2030-31 $ 267,237.93 $ 402,861.55 $ 670,099.48 2031-32 $ 275,255.07 $ 414,947.39 $ 690,202.47 2032-33 $ 283,512.72 $ 427,395.82 $ 710,908.54 Totals $ 2,490,973.68 $ 3,755,146.18 $ 6,246,119.87 Fulfilling this long-term obligation requires receipt of a Grant Award allocation throughout the lease period (FY 2032-33). In the event the City is unsuccessful in obtaining a grant award, it will require alternate funding sources to meet the above- referenced lease obligation. EXHIBIT(S) 1. First Amendment Lease Agreement 2. EDD Sub Lease Boilerplate 3. SSA First Amendment Sub Lease Boilerplate a. SSA MOU 4. Sample MOU for on-site Partners Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager FIRST AMENDMENT TO OFFICE LEASE BETWEEN SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment'') is entered into as of ____ _. 2023 (the" -ffective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ("Landlord"), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant"). WITNESSETH: WHEREAS, Landlord, as successor-in-interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 2017, Tenant Estoppel Ce1iificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16, 2018 (hereinafter collectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19,321 rentable square feet of office space (the "Prerni e ") in the building located at 80 I Civic Center Drive, Santa Ana, CA 92701 (the "Building"); WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: I.Tncorporalion of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set f01ih herein. As used herein the term "Lease'' shall mean the Lease as amended by this First Amendment. 2.D tinitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein. 3.Te rm. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Lease is hereby for a period of One Hundred Tw enty ( 120) full calendar months, commencing on July 1, 2023 and expiring on June 30, 2033 (the ''Term"). Tenant shall have the right to extend the Term for two (2) sixty (60) month periods, in accordance with Section 3.2.2, Standard Lease Provisions, of the Lease. 4.Base Rent. Commencing on July I, 2023, Te nant shall pay Base Rent in the fol lowing amounts: Monthly Installment Annual Rental Rate Dates Annual Base Rent of Base Rent ger RSF 7/1/2023 -6/30/2024 $544,852.20 $45,404.35 $2.35 5910216.11 EXHIBIT 1 7/1/2024-6/30/2025 $561,197.77 $46,766.48 $2.42 7/1/2025 -6/30/2026 $578,033.70 $48,169.47 $2.49 7/l /2026-6/30/2027 $595,374.71 $49,614.56 $2.57 7/1/2027 -6/30/2028 $613,235.95 $51,103.00 $2.64 7/l /2028 -6/30/2029 $631,633.03 $52,636.09 $2.72 7/1/2029-6/30/2030 $650,582.02 $54,215.17 $2.81 7/1/2030-6/30/2031 $670,099.48 $55,841.62 $2.89 7/l /2031-6/30/2032 $690,202.47 $57,516.87 $2.98 7/l /2032-6/30/2033 $710,908.54 $59,242.38 $3.07 5.Base Year. The "Ba e Year'' is hereby amended to reflect calendar year 2023. 6. Subsection 14.1, Waiver of Liabi I ity and Indemnification, of the Standard Lease Provisions, is hereby amended as follows: Except to the extent caused by the gross neg I igence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees. 7.Tenanl Improvements. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A attached hereto and made a part hereof. 8.As-Is Condition. Tenant accepts the Premises in its "AS-IS, WHERE-IS" condition as of the Effective Date. and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution of this First Amendment, ( c)it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises. 2 5910216.11 EXHIBIT 1 9. following: Parking. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations ( defined below) equal to the product of one hundred eighty ( 180) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that (x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of two hundred ten (210) and the number of days in such calendar 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: ( 1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shall be used to accommodate parking, without charge, by any patiicular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any pa1iicular 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 (I) hour without charge." I 0. No Default. Each of Landlord and Te nant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. l l. Affirmation of Lease Terms. Except as modified by this First Amendment, Landlord and Te nant hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in ful I force and effect. fn the event there is any conflict between the terms of the Lease and the terms set forth in this First Amendment, the terms specifically set out in this First Amendment shall control. From and after the Effective Date, any and all references to "the Lease" or "this Lease'' in the Lease shall mean the Lease as modified by this First Amendment. 12.Mutual Authorization Repr sentation. Each of Landlord and Te nant hereby represent and warrant to each other that: (a) this First Amendment (and each term and provision hereat) 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. 3 5910216.11 EXHIBIT 1 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 ("Land lord's Broker" and collectively with Tenant's Broker, the ·'Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnify Tenant and hold Tenant harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord. 14.Miscellaneous. The submission of an unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by and construed in accordance with the laws of the State of California and both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof, al I 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. and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission or other electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Lease it shall be unnecessary to produce the original hereof or any or all original signature pages; and ( e) each party agrees to take any and 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. §§ 700 I, et seq., the Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable law pet1aining to electronic signatures. [Remainder of Page intentionally Blank; Signature Page Follows] 4 5910216.11 EXHIBIT 1 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. CARY ALHO City Attorney 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 J SGF, LLC, a Delaware limited liability company Mike Garcia -Executive Director Community Development Agency [SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASEJ 5910216.11 EXHIBIT 1 EXHIBIT A WORK LETTER THIS WORK LETTER (this "Work Letter") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises. 1.Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter. 2.Definitions. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a)"Approved Working Drawings" is defined in tion 3(c) hereof. (b)"Building Systems" means the structural portions of the Building, the common area restrooms, elevators, the Building's HV AC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire sprinklers). (c)"Contractor'' means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to ection 4 hereof. (d)"Cost Proposal" is defined in Section 5(a) hereof. (e)"Days" means, unless otherwise indicated, calendar days. (t)"Landlord Coordination Fee'' means a fee equal to five percent (5%) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g)'·Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other communication from or on behalf of Landlord in connection with this Work Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant. (h)·'Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 5910216.11 EXHIBIT 1 (i)·'Over-Allowance Amount" is defined in Section 1 0(d) hereof. U)"Permits" is defined in ection 6(a) hereof. (k)"Punch List Work" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable po11ion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises. (I)"Space Plan'' is defined in Section 3{a) hereof (m)"Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square foot of the Premises (i.e., up to $2,898.15), based on 19,321 rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom. (n)'·Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not limited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. ( o)"Tenant Allowance" sh al I 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 shal I be reasonably approved by Landlord before they may work in the Building. 5910216.11 (q)"Tenant Delay" means a delay caused by any of the following: (i)Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii)a breach by Tenant of the terms of this Work Letter or the Lease; (iii)Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 7 EXHIBIT 1 (iv)Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, or not included in, Landlord's standard tenant improvement items for the Building (which have been provided to Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v)any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employees that continue more than one ( 1) day after written notice thereof by Landlord. (r)"Tenant FF&E Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/ I 00 Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $193,210.00), which Tenant may use for Tenant's furniture, fixtures and equipment to be purchased and installed in the Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s)''Tenant's Representative" means the Executive Director, Community Development, or the Economic Development Manager or their designee (either such individual acting alone) as the only person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is in writing from Tenant's Representative. Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord. 3. (t)''Working Drawings'' is defined in Secti n 3(b) hereof. Plan Approval. (a)Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans ( collectively, the "Space Plan") for the construction of the Tenant Improvements, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten (10) days after receipt thereof. (b)Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architect and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the Tenant Improvements shown on the Space Plan, with such modifications to the Space Plan as shall be necessary to comply with the requirements of the Building Systems of the Building (the "Working Drawings"). (c)Tenant shall approve or disapprove the Working Drawings in writing 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 properly proposed by Tenant, Landlord shall cause its architect and 8 5910216.11 EXHIBIT 1 engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings''. 4.Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three (3) bids from each trade ( other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable effotts to avoid disruption of Tenant's business and to protect the health & safety of Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours. 5.Cost Estimate. (a)Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Improvements (the ·'Cost Proposal''). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials, contractor fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work). (b)Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any proposed changes to the Working Drawings (other than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with the approved revisions; and (B) Landlord shall submit a revised Cost Proposal to Tenant. Tenant shall notify Landlord in writing within ten ( 10) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within such ten ( 10) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c)Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for Landlord to purchase all materials 9 5910216,11 EXHIBIT 1 set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvements in accordance with the Approved Working Drawings. 6.Performance of the Landlord Work. (a)Landlord shall cause the Contractor to obtain all applicable building permits for construction of the Landlord Work ( collectively, the "Permits''), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b)If any local governmental agency requires revisions to the Approved Working Drawings, Tenant shall be deemed to have approved any adjustments to the Approved Working Drawings and the Cost Proposal resulting therefrom. If any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord's obligations hereunder; (ii) increase the cost of constructing the Tenant Improvements; or (iii)will materially delay the construction of the Tenant Improvements, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 7.Change Requests. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. If Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. ff Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section 10. 8.Subshrntial Completion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing. Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time [but in no event later than ten ( I 0) days after such notice] conduct a joint 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 Punch List Work and, subject to Force Majeure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days after such joint walk-through. In the event of any dispute as to whether Landlord has Substantially Completed the Tenant Improvements, the City will be afforded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of Landlord's architect shall be final and binding on the parties. Tenant agrees that, at the request of Landlord from time to time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 EXHIBIT 1 9.Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises, Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable portions of the Premises at least ten ( I 0) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. In connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shal I not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Commencement Date). 10.Cost Allocation. (a)Provided this Lease is in full force and effect, and Tenant is not in default thereunder beyond any applicable notice and cure period, Landlord shall pay (i) the costs of Space Plan in an amount up to, but not exceeding, the Space Plan Allowance, and (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shal I 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 be borne by Tenant. (c)In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant Allowance, as applicable, the amount of such excess (the "Over-Allowance Amount") shall be paid by Tenant to Landlord within thirty (30) days following delivery of an invoice by Landlord. Tenant shall not be responsible for the Over-Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay. II 5910216.11 EXHIBIT 1 (d)Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting, and construction of the Tenant Improvements. 11. Miscellaneous. (a)All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building-standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of the Demised Premises for the Permitted Use. (b)Tenant acknowledges that the timely completion of the Tenant Improvements is of the utmost importance to Landlord and Tenant. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or related to the design and construction of the Tenant Improvements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information and/or approvals, except as specifically set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same. (c)lf at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease. which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay caused by such work stoppage); and (ii) all other obligations of Landlord under the terms of this Work Letter shal I be suspended until such time as such default is fully and finally cured. (d)Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve ( 12) month period. (e)Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused portion of the Tenant Allowance towards future payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's furniture, fixtures and equipment. 12 5910216.11 EXHIBIT 1 Page - 1 “RESD Standard Sublease” – (Rev-2/20) STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES REAL ESTATE SERVICES DIVISION STANDARD SUBLEASE FORM SUBLEASE COVERING PREMISES LOCATED AT SUBLESSOR'S FED. TAX. I.D., NO. OR SOCIAL SECURITY NO. Lease File No.: Project No.: SUBTENANT AGENCY This Agreement, made and entered into this day of , 20, is a Sublease of that certain Lease Agreement (the “Master Lease”) dated between as Lessor (the “Master Lessor”) and as Lessee. This sublease agreement is between hereinafter called the Sublessor, without distinction as to number or gender, and the State of California, acting by and through the Director of the Department of General Services, hereinafter called the State. WITNESSETH WHEREAS, under the Master Lease, Sublessor hires from Master Lessor certain premises located at as more particularly described in the Master Lease, and WHEREAS, a copy of the Master Lease is attached hereto, incorporated herein as Exhibit “D” dated and made a part of this sublease by this reference; and WHEREAS, the Master Lease provides that Sublessor shall have the right to sublet any portion of the Master Leased Premises; and Sublessor has obtained necessary consent from the Master Lessor; and WHEREAS, the and the State of California’s Employment Development Department (EDD) desire to consolidate certain of their operations at a facility currently under Master Lease to the Sublessor; NOW, THEREFORE, it is mutually agreed between the parties as follows: 1.The Sublessor hereby subleases unto the State and the State hereby hires from the Sublessor those certain premises with appurtenances situated in the City of , County of , State of California, and more particularly described as follows: Approximately net usable square feet of office space on the floor consisting of net usable square feet of shared space as outlined in green and net usable square feet of exclusive space as outlined in red on the attached Exhibit "A" plan, together with Outline Specifications marked Exhibit "B" and Administrative Requirements marked Exhibit "C", said Exhibits "A" and "B" and "C", Project No. dated , hereby being incorporated into this sublease, and including nonexclusive unobstructed parking spaces contiguous to the subject building, and unlimited use of the building's common facilities. Preamble Description EXHIBIT 2 Page - 2 “RESD Standard Sublease” – (Rev-2/20) 2. The term of this sublease shall commence on , and shall end on , with such rights of termination as may be hereinafter expressly set forth. 3. The State may terminate this sublease at any time effective on or after , by giving written notice to the Sublessor at least days prior to the date when such termination shall become effective. If the State fails to complete its move out within the notice period and remains in the premises, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination. Remainder of Page Intentionally Left Blank Term Early Termination Page - 3 “RESD Standard Sublease” – (Rev-2/20) 4. Rental payments shall be paid by the State, from legally available funds and subject to the California Constitution, in arrears on the last day of each month during said term as follows: Rental payable hereunder for any period of time less than one month shall be determined by prorating the monthly rental herein specified based on the actual number of days in the month. Rental shall be paid to Sublessor at the address specified in Paragraph 5 or to such other address as the Sublessor may designate by a notice in writing. If the premises are not complete pursuant to Paragraph 6 by the date shown in Paragraph 2, it is understood and agreed by and between the parties that, at the State's sole option, the dates shown in Paragraphs 2 and 3 and the dates and dollar amounts shown in Paragraph 4 may be adjusted to the first of the month following the State's acceptance of the completed premises, such acceptance shall not unreasonably be withheld. If the State exercises this option, it is agreed the State will complete unilaterally an amendment to the sublease to revise the herein above stated dates. Any accrued rents for the period of time prior to the unilaterally adjusted commencement date will be paid in accordance with Paragraph 8. Additionally, it is understood and agreed between the parties that, at the State's option, the dates shown in the "CPI Escalator Operating Expenses" paragraph, if incorporated herein, shall be adjusted to reflect the time delay between sublease commencement and the first of the month following the actual acceptance date. Remainder of Page Intentionally Left Blank Rent Page - 4 “RESD Standard Sublease” – (Rev-2/20) 5. All notices and correspondence herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and either: 1) deposited in the United States Mail, certified and postage prepaid; or 2) sent via an alternate commercial overnight delivery service (i.e. FedEx or similar) with receiver’s signature required; and addressed as follows: To the Sublessor: Phone No.: () FAX No.: () Email: To the State: DEPARTMENT OF GENERAL SERVICES, Phone No. (916) 375-4172 REAL ESTATE SERVICES DIVISION FAX No. (916) 375-4029 LEASE MANAGEMENT Email: leasemanagement@dgs.ca.gov 707 THIRD STREET, SUITE 5-305 WEST SACRAMENTO, CA 95605 ALL NOTICES AND CORRESPONDENCE MUST REFERENCE TENANT AGENCY AND PREMISES ADDRESS Rental warrants shall be made payable to: and mailed to: Nothing herein contained shall preclude the giving of any such written notice by personal service. The address to which notices and correspondence shall be mailed to either party may be changed by giving written notice to the other party. 6. Sublessor agrees that, prior to , and at Sublessor's sole cost and expense, all required construction, improvements and/or alterations, if any, shall be completed and the subleased premises made ready for State's occupancy in full compliance with Exhibit "A", consisting of # of sheets sheet(s) titled, "Office Quarters, Project No. " dated , and in accordance with Exhibit "B", consisting of # of pages pages, titled, "Outline Specifications, Project No. " dated , and Exhibit "C" consisting of # of pages pages titled, "Administrative Requirements Project No. " dated , which Exhibits "A" and "B" and "C" are by this reference incorporated herein. 7. Sublessor shall notify the State in writing by certified mail of the date the subleased premises will be completed and ready for occupancy at least thirty (30) days prior thereto. Such notice shall be a condition precedent to the accrual of rental hereunder, except however, that if the State occupies the premises prior to the receipt of such notice or prior to the expiration of the notice period of such notice, rental shall commence to accrue as of the date of occupancy. Following execution of this sublease, and not more than sixty days (60) prior to completion of construction and occupancy under this sublease, State or its contractors or other representatives shall have the right to enter the premises for the purpose of installing certain equipment such as, but not limited to, modular system furniture, and electrical and telecommunications cabling and equipment. State agrees to indemnify and hold Sublessor harmless from and against any claims, damages, or other injury suffered by Sublessor as a result of the work to be performed pursuant Notices Completion and Compliance with Plans and Specifications Notice of Completion and Access to Premises during Construction Page - 5 “RESD Standard Sublease” – (Rev-2/20) to this right to enter the premises prior to State's acceptance and occupancy of the premises. Sublessor agrees to indemnify and hold State and its agents, contractors or other representatives harmless from and against any claims, damages, injury or other harm suffered by reason of the negligence or other wrongful act of Sublessor or any of Sublessor's agents, contractors, or other representatives. In no event shall the exercise of this right of entry be construed so as to cause an acceleration of the occupancy date of this sublease or the obligation of the State to pay rent. Sublessor and State shall each make all reasonable efforts to ensure that the respective construction and installation work is scheduled in such a manner so as to not interfere with or delay the other. In the event that one or the other party causes a delay in the other party’s work, such injured party shall be compensated in the following manner: Delays caused by the Sublessor: Credit the State a compensating day of delay in the occupancy date and corresponding day of delay in payment of rent. Delays caused by the State: Credit the Sublessor a compensating day of payment of rent from the actual date of occupancy. Compensation will be in one day increments. The parties agree that this shall be the sole remedy for delay, in that the calculation of damages in any other manner is too uncertain and not susceptible of accurate determination. 8. Sublessor agrees that if the subleased premises are ready for occupancy prior to the completion date specified above in Paragraph 6, State may elect to occupy the premises on the earliest date practical after its receipt of the herein required completion notice. The rent payable for any such early occupancy by the State shall be at the rate of $ per month, and shall be prorated on a daily basis for any partial month. 9. No rental shall accrue under this sublease, nor shall the State have any obligation to perform the covenants or observe the conditions herein contained until the subleased premises have been made ready for occupancy in accordance with the provisions hereof. It is specifically agreed that in the event the subleased premises are not completed and ready for occupancy by the State on or before , then and in that event the State may, at its option and in addition to any other remedies it may have, terminate this sublease and be relieved of any further obligations hereunder, providing that a fair and reasonable allowance for the following delays shall be added to said time for completion: A. Acts of the State, its agents or employees, or those claiming under agreement with or grant from the State; or by B. The acts of God, which Sublessor could not reasonably have foreseen or guarded against; or by C. Any strikes, boycotts or like obstructive actions by employees or labor organizations and which are beyond control of Sublessor, and which cannot be reasonably overcome; or by D. Restrictive regulations by the Federal Government which are enforced in connection with a National Emergency. It is understood by all parties hereto that it shall be the Sublessor’s responsibility to remove any prior tenant. Early Occupancy Time limit and Prior Tenancy Page - 6 “RESD Standard Sublease” – (Rev-2/20) 10. Occupancy of the subleased premises by the State shall not relieve Sublessor in any respect from full compliance at all times with aforesaid Exhibits "A" and "B" and "C". It is further understood and agreed that any installation not in conformity with said Exhibits "A" and "B" and "C" shall be immediately corrected by the Sublessor at Sublessor's sole cost and expense. In the event Sublessor shall, after receiving notice in writing from the State requiring the Sublessor to comply with the requirements of this paragraph in regard to a specified condition, fail, refuse or neglect to remedy such condition, State may terminate this sublease without further obligation, or as to such specified condition, at its option and in addition to any other remedy the State may have, withhold rent due and bring the subleased premises into conformity with said Exhibits at its own cost including State's Administrative costs, if any, and deduct the amount thereof from the rent that may then be or thereafter become due hereunder. 11. Sublessor hereby warrants and guarantees that the space subleased to the State will be operated and maintained free of hazard from Asbestos Containing Materials (ACM) and agrees to the conditions for survey, testing, and abatement of ACM described in Exhibit "B" as applicable. Sublessor specifically agrees that, in the event the State elects to exercise its rights under the provisions of Paragraph 16 of this sublease, any costs related to abatement or hazard from asbestos shall be the Sublessor's responsibility as described in the aforementioned Exhibit "B." 12. Sublessor, at Sublessor's sole cost and expense, shall clearly mark the parking spaces described hereinabove as assigned to the State of California. Said parking spaces will be arranged and maintained so as to provide unobstructed access to each parking space at any time. In addition to any assigned parking spaces, State and its invitees shall have equal access to common spaces provided to all tenants on a first-come, first-served basis. 13. Sublessor, at Sublessor's sole cost and expense, during the term of this sublease shall furnish the following services, utilities, and supplies to the area subleased by the State, and also to the "common" building areas (if any) such as lobbies, elevators, stairways, corridors, etc., which State shares with other tenants, if any: A. Sewer, trash disposal, and water service, including both hot and cold water to the lavatories except lavatories in Employment Development Department public toilet rooms in lobby areas which need only cold water. B. Elevator (if any) service. C. Electricity and/or gas as necessary to provide power for heating, ventilating, and air conditioning, and electrical or gas service as needed for State's operations. D. Janitorial services sufficient to maintain the interior in a clean well-maintained condition; that is, to eliminate all visible dust, dirt, litter, grime, stains, smears, finger marks, etc., to the greatest practical degree possible, by performing at least the following: Daily: (1) Empty and clean all trash containers, and dispose of all trash and rubbish. (2) Clean and maintain in a sanitary and odor-free condition all floors, wash mirrors, basins, toilet bowls, and urinals. (3) Furnish and replenish all toilet room supplies (including soap, towels, seat covers, toilet tissue, and sanitary napkins). Furnish and replenish paper towel supply in all areas of the subleased space. (4) Sweep or dust mop all hard surface floors, and carpet sweep all carpeted areas, including stairways and halls. Offices with hard surface floors in the public lobby area shall be damp-mopped daily. (5) Remove finger marks and smudges from all glass entrance doors. (6) Specifically check, and if action is needed, then: a. Dust the tops of all furniture, counters, cabinets, and window sills, (which are free of interfering objects). Conformity to Exhibits Asbestos Parking Services, Utilities, and Supplies Page - 7 “RESD Standard Sublease” – (Rev-2/20) b. Remove spots and/or spills from the carpets, floors, and stairways. As needed, but not less frequently than: Twice Weekly: Vacuum all carpets. Weekly: (1) Damp mop all hard surface floors. (2) Dust all window blinds. (3) Treat stainless steel fountains and sinks to eliminate stains and mineral deposits. (4) Spot clean the walls. Quarterly: (1) Strip all hard surface floors and apply a new coat of floor finish; buff as necessary to produce a uniformly shining appearance. (2) Treat carpets for static electricity control (if not integrated in the fabric). Semi-annually: Wash all windows, window blinds, light fixtures, walls, and painted surfaces. Annually: (1) Steam clean carpets to remove all stains and spots. (2) Clean window coverings. In the event of failure by the Sublessor to furnish any of the above services or supplies in a satisfactory manner, the State may furnish the same at its own cost; and, in addition to any other remedy the State may have, may deduct the amount thereof, including State's Administrative costs, from the rent that may then be, or thereafter become due hereunder. 14. A. During the sublease term, the Sublessor shall maintain the subleased premises in good repair and tenantable condition, so as to minimize breakdowns and loss of the State's use of the premises caused by deferred or inadequate maintenance, including, but not limited to: (1) Generally maintaining the subleased premises in good, vermin-free, operating condition and appearance. (2) Furnishing prompt, good quality repair of the building, equipment, and appurtenances. (3) Furnishing preventative maintenance, including, but not limited to, manufacturer’s recommended servicing of equipment such as elevator (if any), heating, ventilating and air conditioning equipment, and fixtures. (4) Furnishing and promptly replacing any inoperative light bulbs, fluorescent tubes, ballast, starters, and filters for the heating, ventilating and air conditioning equipment as required. (5) Furnishing remedial painting as necessary to maintain the premises in a neat, clean and orderly condition. (6) Annual testing and maintenance of all fire extinguishers in or adjacent to the subleased premises. (7) Repairing and replacing as necessary intra-building network cable and inside wire cable used for voice and data transmission. (8) Repairing and replacing parking lot bumpers and paving as necessary. Repaint directional arrows, striping, etc., as necessary. Repair and Maintenance Page - 8 “RESD Standard Sublease” – (Rev-2/20) (9) On a weekly basis, sweeping parking areas and sidewalks, maintaining landscaped areas, including sprinklers, drainage, etc., in a growing, litter-free, weed free, and neatly mowed and/or trimmed condition. (10) Repairing and replacing floor covering as necessary. Sublessor, at Sublessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the repairing or replacement of floor covering. (11) Keeping all walkways, parking lots, entrances, and auxiliary areas free of snow, water, oil spills, debris, or other materials which may be hazardous to users of the building. B. Sublessor shall provide prompt repair or correction for any damage except damage arising from a willful or negligent act of the State's agents, employees or invitees. C. Except in emergency situations, the Sublessor shall give not less than 24 hours prior notice to State tenants, when any pest control, remodeling, renovation, or repair work affecting the State occupied space may result in employee health concerns in the work environment. D. In case Sublessor, after notice in writing from the State requiring the Sublessor to comply with the requirements of this paragraph in regard to a specified condition, shall fail, refuse or neglect to comply with such notice, or in the event of an emergency constituting a hazard to the health or safety of the State's employees, property, or invitees, the State may terminate this sublease without further obligation or at its option, perform such maintenance or make such repair at its own cost and, in addition to any other remedy the State may have, may withhold rent due and deduct the amount thereof, including necessary costs incurred by the State required for the administration of such maintenance and repairs, from the rent that may then be or thereafter become due hereunder. E. Sublessor understands and agrees that State shall not assume any of Sublessor’s obligations under the Master Lease. 15. In addition to any painting completed prior to the commencement of this sublease, and touch-up painting required after initial occupancy upon receipt of written request from the State, Sublessor agrees at Sublessor's sole cost and expense to repaint all painted surfaces ([X] interior and [ ] exterior) of the subleased premises in accordance with the attached Exhibits "A" and "B". In no event shall Sublessor be required to repaint more than once during the first sixty (60) month period of this sublease after the painting completed prior to the commencement date, and once during any succeeding sixty (60) month period. Sublessor shall, within forty-five (45) days from the giving of any such notice, arrange for and complete the painting. Colors are to be approved by the State. Sublessor, at Sublessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the repainting, and provide drop cloths, and covers as necessary. 16. The State shall have the right during the existence of this sublease to make change orders and alterations; attach fixtures; and erect additions, structures, or signs in or upon the subleased premises. Such fixtures, additions, structures, or signs so placed in or upon or attached to the premises under this sublease or any extension hereof shall be and remain the property of the State and may be removed therefrom by the State prior to the termination or expiration of this sublease or any renewal or extension hereof, or within a reasonable time thereafter. In the event alterations, fixtures, additions, structures, or signs in or upon the subleased premises are desired by State and State elects not to perform the work, any such work, when authorized in writing by the State shall be performed by the Sublessor in accordance with plans and specifications provided by State. Sublessor agrees to obtain competitive bids from at least three licensed contractors and to contract with the lowest bidder. Sublessor further agrees that the overhead and profit for the work shall not exceed fifteen percent (15%) total for Sublessor and any general contractor combined. Within forty-five (45) days after receiving Sublessor's notice of completion of the requested work and an invoice requesting payment therefor, together with a Painting Change Orders and Alterations Page - 9 “RESD Standard Sublease” – (Rev-2/20) complete detailed accounting of all costs for each trade, State agrees to reimburse Sublessor by a single total payment for the cost of such work. 17. The State shall not assign this sublease without prior written consent of the Sublessor, which shall not be unreasonably withheld, but shall in any event have the right to sublet the subleased premises. 18. The Sublessor agrees that the State, while keeping and performing the covenants herein contained, shall at all times during the existence of this sublease, peaceably and quietly have, hold, and enjoy the subleased premises without suit, trouble, or hindrance from the Sublessor or any person claiming under Sublessor. 19. The Sublessor reserves the right to enter and inspect the subleased premises at reasonable times, and to render services and make any necessary repairs to the premises. 20. If the subleased premises are totally destroyed by fire or other casualty, this sublease shall terminate. If such casualty shall render ten percent (10%) or less of the floor space of the subleased premises unusable for the purpose intended, Sublessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. In the event such casualty shall render more than ten percent (10%) of such floor space unusable but not constitute total destruction, Sublessor shall forthwith give notice to State of the specific number of days required to repair the same. If Sublessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option may terminate this sublease or, upon notice to Sublessor, may maintain occupancy and elect to undertake the repairs itself, deducting the cost thereof from the rental due or to become due under this sublease and any other sublease between Sublessor and State. In the event of any such destruction other than total, where the State has not terminated the sublease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Sublessor shall diligently prosecute the repair of said premises and, in any event, if said repairs are not completed within the period of thirty (30) days for destruction aggregating ten percent (10%) or less of the floor space, or within the period specified in Sublessor's notice in connection with partial destruction aggregating more than ten percent (10%), the State shall have the option to terminate this sublease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this sublease and any other sublease between Sublessor and State. In the event the State remains in possession of said premises though partially damaged, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the subleased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms. It is understood and agreed that the State or its agent has the right to enter its destroyed or partially destroyed subleased facilities no matter what the condition. At the State's request, the Sublessor shall immediately identify an appropriate route through the building to access the State subleased space. If the Sublessor cannot identify an appropriate access route, it is agreed that the State may use any and all means of access at its discretion in order to enter its subleased space. Assignment and Subletting Quiet Possession Inspection Destruction Page - 10 “RESD Standard Sublease” – (Rev-2/20) 21. To the extent authorized by any fire and extended coverage insurance policy issued to Sublessor on the herein subleased premises, Sublessor hereby waives the subrogation rights of the insurer, and releases the State from liability for any loss or damage covered by said insurance. 22. For those projects defined as "public works" pursuant to Labor Code §1720.2, the following shall apply: A. Sublessor/contractor shall comply with prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. B. The Sublessor/contractor shall furnish all subcontractors/employees a copy of the Department of Industrial Relations prevailing wage rates which Sublessor will post at the job site. All prevailing wage rates shall be obtained by the Sublessor/contractor from: Department of Industrial Relations Division of Labor Statistics and Research 455 Golden Gate Avenue, 8th Floor San Francisco, California 94102 Phone: (415) 703-4774 Fax: (415) 703-4771 For further information on prevailing wage: http://www.dir.ca.gov/dlsr/statistics_research.html C. Sublessor/contractor shall comply with the payroll record keeping and availability requirement of §1776 of the Labor Code. D. Sublessor/contractor shall make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code. E. Prior to commencement of work, Sublessor/contractor shall contact the Division of Apprenticeship Standards and comply with §1777.5, §1777.6, and §1777.7 of the Labor Code and Applicable Regulations 23. During the performance of this sublease, the Sublessor shall not deny benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, or sex. Sublessor shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Sublessor shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code, Sections 11135-11139.8), and the regulations or standards adopted by the awarding State agency to implement such article. 24. The State of California supports the use of Disabled Veteran Business Enterprise (DVBE) and we encourage the Sublessor to utilize DVBEs when contracting for tenant improvements and services. Sublessor shall complete the DVBE Program Certification Sheet (Form F) attached in Exhibit “C” herein prior to acceptance and occupancy of this sublease. Sublessor may refer to the following internet link for DVBE guidelines and instructions. Disabled Veteran Business Enterprise (DVBE) Program Guidelines 25. Within fifteen (15) days after occupancy of the subleased premises by the State, Sublessor shall provide the State with the name, address, and telephone number of an agency or person convenient to the State as a local source of service regarding the Sublessor's Subrogation Waived Prevailing Wage Provision Fair Employment Practices DVBE Participation Service Companies Page - 11 “RESD Standard Sublease” – (Rev-2/20) responsibilities under this sublease as to repairs, maintenance, and servicing of the premises and any or all related equipment, fixtures, and appurtenances. 26. Sublessor agrees that the rental provided under the terms of Paragraph 4 hereof is based in part upon the costs of the services, utilities, and supplies to be furnished by Sublessor in accordance with Paragraph 13 hereof. In the event the State vacates the premises prior to the end of the term of this sublease, or, if after notice in writing from the State, all or any part of such services, utilities, or supplies for any reason are not used by the State, then, in such event, the monthly rental as to each month or portion thereof as to which such services, utilities, or supplies are not used by the State shall be reduced by an amount equal to the average monthly costs of such unused services, utilities, or supplies during the six-month period immediately preceding the first month in which such services, utilities, or supplies are not used. 27. In the event the State remains in possession of the premises after the expiration of the sublease term, or any extension or renewal thereof, this sublease shall be automatically extended on a month to month basis, subject to thirty (30) days termination by either party, and otherwise on the terms and conditions herein specified, so far as applicable. If the last rental amount shown in Paragraph 4 included the amortization of a capital sum expended by Sublessor for certain alterations and improvements, as described in a separate paragraph herein, and the capital sum has been fully amortized, the holdover rent shall be reduced by the amount of the monthly amortization. If the State fails to vacate the premises within the notice period and remains for an extended period, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination. In the event the Holding Over period lasts longer than one hundred and eighty (180) days, the State may unilaterally, reduce the monthly rent to seventy percent (70%) of the last base rental amount paid less any amortization under paragraph (4). Notwithstanding the aforementioned option to reduce the monthly rent; anytime during the Holding Over period, the State may unilaterally relinquish any proportion of the Premises thereby reducing the net usable square feet specified in paragraph (1) herein and reduce the monthly rent in proportion to the reduction in net usable square feet. It is understood and agreed by and between the parties that the State, at the State’s sole option, may unilaterally amend the sublease to exercise options described herein. 28. Upon termination or expiration of this sublease, the State will peacefully surrender to the Sublessor the subleased premises in as good order and condition as when received, except for reasonable use and wear thereof and damage by earthquake, fire, public calamity, the elements, acts of God, or circumstances over which State has no control or for which Sublessor is responsible pursuant to this sublease. The State shall have no duty to remove any improvements or fixtures placed by it on the premises or to restore any portion of the premises altered by it, save and except in the event State elects to remove any such improvements or fixtures and such removal causes damages or injury to the subleased premises, and then only to the extent of any such damage or injury. 29. Time is of the essence of this sublease, and the terms and provisions of this sublease shall extend to and be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns to the respective parties hereto. All of the parties hereto shall be jointly and severally liable hereunder. 30. It is mutually understood and agreed that no alterations or variations of the terms of this sublease shall be valid unless made in writing and signed by the parties hereto, and that no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. Service Credit Holding Over Surrender of Possession Time of Essence, Binding upon Successors No Oral Agreements Page - 12 “RESD Standard Sublease” – (Rev-2/20) 31. Pursuant to California Civil Code §1938, the Sublessor states that the subleased premises: ☐ have not undergone an inspection by a Certified Access Specialist (CASp). A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the premises, the Sublessor may not prohibit the tenant from obtaining a CASp inspection of the premises for occupancy by the tenant, if requested by the tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. ☐ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the leased premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.53 et seq. Sublessor shall provide a copy of the current disability access inspection certificate and any inspection report to the State within seven days of the date of execution of the lease pursuant to subdivision (b). ☐ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the leased premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.53 et seq. Sublessor shall provide a copy of any inspection report to the State prior to the execution of the Lease. If the report is not provided to the State at least 48 hours prior to execution of the sublease, the State shall have the right to rescind the sublease, based upon the information contained in the report, for 72 hours after execution of the sublease. Remainder of Page Intentionally Left Blank Construction- Related Accessibility Standard Compliancy Act Page - 13 “RESD Standard Sublease” – (Rev-2/20) IN WITNESS WHEREOF, this sublease has been executed by the parties hereto as of the dates written below STATE OF CALIFORNIA Approval Recommended DEPARTMENT OF GENERAL SERVICES REAL ESTATE SERVICES DIVISION ASSET MANAGEMENT BRANCH By , Real Estate Officer Real Estate Leasing and Planning Section Date Approved DIRECTOR OF THE DEPARTMENT OF GENERAL SERVICES By , Leasing Manager Real Estate Leasing and Planning Section Date SUBLESSOR By , Date By , Date By , Date ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 1 of 4 First Amendment to Sublease CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 9 2705 FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (“First Amendment”) is made and entered into on , 2023, (“Effective Date”), by and between CITY OF SANTA ANA a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California, (hereinafter referred to as “Sublessor”) and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as “County”), without regard to number and gender. Sublessor and County may sometimes hereinafter be referred to individually as “Party” or jointly as “Parties.” R E C I T A L S I.Pursuant to a sublease dated May 7, 2019 No. A-2019-071 (“Sublease”), County subleases from Sublessor approximately 1,260 rentable square feet of office space in the building located at 801 W. Civic Center, Suite 200, in the City of Santa Ana, State of California (“Premises”). II.The Sublessor intends to extend the term of its Master Lease with CF Santa Ana, LLC (“Owner”) until June 30, 2033. III.The County and Sublessor intend to enter into a new Memorandum of Understanding (“MOU”) agreement which will commence on July 1, 2023, and terminate on June 30, 2025, for County to continue to provide CalWORKs services (‘Services”) at the Premises. IV.The Parties have agreed to also amend the Sublease consistent with the terms below, to extend the term through June 30, 2025, to be coterminous with the new MOU and to adjust rent. NOW, THEREFORE, in consideration of the Recitals, above, which are incorporated herein by this reference, the Parties do herby agree to amend the Sublease as of the Effective Date first written above as follows: A.Clause 6 TERM (1.6 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: “6. TERM (1.6 S) The term of this Sublease commenced on May 7, 2019 (“Commencement Date”) and shall terminate on June 30, 2025, unless otherwise terminated consistent with Clause 8 (OPTION TO TERMINATE SUBLEASE) of this Sublease.” EXHIBIT 3 ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 2 of 4 First Amendment to Sublease B. Clause 9 RENT (1.9 N) is hereby deleted from the Sublease in its entirety and the following clause is substituted: “9. RENT (1.9 N) County agrees to pay to Sublessor as rent for the Premises the sum of Three Thousand Three Hundred and 19/100 Dollars ($3,300.19) per month commencing on July 1, 2023 (“Rent Commencement Date”) and adjusted annually pursuant to the Rent Adjustment schedule in clause 10 (RENT ADJUSTMENT) below. To obtain rent payments and payment of any amounts hereunder Sublessor (or Sublessor’s designee) shall submit to SSA/Facilities Services Manager, in a form acceptable to said SSA/Facilities Services Manager, a written claim for said rent payments. Payment shall be due and payable within twenty (20) days after the later of the following: A. The first day of the month following the month earned; or B. Receipt of Sublessor’s written claim by the SSA/Facilities Services Manager. Payment shall be due and payable within twenty (20) days after the first day of the month following the month earned.” C. Clause 10 RENT ADJUSTMENT (2.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted: “10. RENT ADJUSTMENT (2.0 S) The monthly Rent payable by County for the Premises (“Rent”) shall be automatically adjusted as follows: Period Monthly Rent Per Square Foot 7/1/24-6/30/25 $3,399.20 $2.70 The monthly Rent, above, is the amount to be paid by County. The “Per Square Foot” rate, above, is an estimate for statistical purposes only and for no other purpose.” D. Wherever a conflict in the terms or conditions of this First Amendment and the original Sublease exists, the terms and conditions of this First Amendment shall prevail. In all other respects, the terms and conditions of the Sublease not specifically chang ed by this First Amendment shall remain in full force and effect. // // // [Signatures on the following page] EXHIBIT 3 ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 3 of 4 First Amendment to Sublease This First Amendment may be executed in one or more electronic or original counterparts, each of which will be deemed an original signature, but all of which together will constitute one and the same instrument. WITNESS WHEREOF, the Parties have executed this First Amendment the day and year first above written. APPROVED AS TO FORM: OFFICE OF COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By Date RECOMMENDED FOR APPROVAL: SOCIAL SERVICES AGENCY By: _________________________________ Dorthe Lee, Director of Administration COUNTY EXECUTIVE OFFICE By CEO/RE Administrative Manager SUBLESSOR City of Santa Ana Attest: Jennifer L. Hall City Clerk Kristine Ridge City Manager APPROVED AS TO FORM: City Attorney Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: Michael Garcia Executive Director Community Development Agency [Signatures continued on the following page] EXHIBIT 3 ES: 5/19/2023 2:27:34 PM CEO/SBL/SSA-017-60-1 SSA/City of Santa Ana Page 4 of 4 First Amendment to Sublease SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER GC § 25103, RESO. 79-1535 Attest: ROBIN STIELER Clerk of the Board of Supervisors of Orange County, California COUNTY COUNTY OF ORANGE Chair man of the Board of Supervisors Orange County, California EXHIBIT 3 Memorandum of Understanding For Santa Ana Workforce Development Board and the County of Orange Social Services Agency EXHIBIT 3a MEMORANDUM OF UNDERSTANDING 1.LEGAL AU THORITY The Workforce Innovation and Opportunity Act ("WIOA'') sec. 121(c)(l) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 12l(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 ("SA WDB"), 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 ofWIOA sec. 121(c)(l), to establish a cooperative working relationship between the SA WDB 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 ofresources 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. MA-063-230111379 2 EXHIBIT 3a 5.MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6.SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SA WDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means maldng 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 wor kforce can participate; b)Expanding small business development support as a creator of new jobs and method for growing the local tax base; c)Educating Santa Ana's current and future workforce through classroom pre-training and training activities, plus on-the-job training and workforce skill enhancement activities; d)Offering career pathway programs for both unemployed and employed adults and youth; e)Increasing access to jobs for disconnected and underserved populations, especially youth; f)Organizing, integrating and supporting social and other services through the SA WDB's network of partnerships, volunteer organizations, and established institutional resources; and, g)Assuring funding from all public, private, and other sources in support of its programs. 7.ONE-STOP SYSTEM & SERVICES A.LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714)565-2600 Open to the Public: Monday-Friday 8:00 am-5:00 pm MA-063-230111379 3 EXHIBIT 3a The AJCC is currently located at the Santa Ana WORK: Center ("SA WC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SA WC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. The SA WC 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 SA WC 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 SA WC by AJCC Partners may include, but are not limited to, the following: 1.Basic Career Services: a.Eligibility determination; b.Outreach, intake, and orientation to information and services; c.Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d.Labor exchange services, including: 1.Job vacancy listings in labor market areas;11.Information onjob 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 progran1 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: dev elopment of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; MA-063-230111379 4 EXHIBIT 3a h.Workforce preparation activities, including basic academic; and, obtaining other skills necessary for successful transition into postseconda1y 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; 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; I.Internships and work experiences that are linked to careers; and, m.English language acquisition and integrated education and training program. 4.Employer Services: a.Recruitment and other business services on behalf of employers. C.SYSTEM STRUCTURE 1.AJCC ONE-STOP OPERATOR PROCUREMENT The SA WDB 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 (0MB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJ CC operator is re-competed at least every three years and no later than every four years. 2.ROLES AND RESP ONSIBILITIES OF PARTIES a.Provision of Applicable Career Services and Participation in Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high-performing workplace with staff that ensure quality of service. The AJCC Partner has indicated they shall MA-063-230111379 5 EXHIBIT 3a 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: 1.Continuous partnership building; ii.Continuous planning in response to state and federal requirements; and, iii.Responsiveness to local and economic conditions, including employer needs. Parties agree to the co-enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one-stop system consistent with the terms of the MOU and requirements of authorized laws. Parties agree to collaborate and reasonably assist each other in the dev elopment of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: i.Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); 11.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; 1v. The Americans with Disabilities Act of 1990, as amended; v.The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi.Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii.The Non-traditional Employment for Women Act of 1991; viii.The Age Discrimination Act of 1967, as amended; MA-063-230111379 6 EXHIBIT 3a ix.The Age_ Discrimination Act of 1975, as amended; x.Title IX of the Education Amendments of 1972, as amended; x1. 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; x111. Confidentiality re quirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv.The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv.All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires police intervention. 8.SSA RESPONSIBILITIES AS COLLOCATED AJCC PARTNER SSA commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. SSA will further promote system integration to the maximum extent feasible and as authorized by applicable state and federal law through: a.Effective communication, information sharing as authorized by law, and collaboration with the AJCC operator; b.Joint planning, policy development, and system design processes; c.Commitment to the joint mission, vision, goals, strategies, and performance measures; d.The design and use of common intake, assessment, referral, and case management processes; e.As authorized by law, the use of common and/or linked data management systems and data sharing methods, as appropriate; f.Leveraging of resources, including other public agency and non-profit organization services; g.Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and MA-063-230111379 7 EXHIBIT 3a 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 intal(e, eligibility determination, assessment, and registration forms, as appropriate; d.Provide substantive referrals to customers who are el igible 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; £ 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 intal(e and referral processes are customer-centered with the intent to provide high quality customer service; 1. 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; k.Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of 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, MA-063-230111379 8 EXHIBIT 3a desired outcome and a method for communicating back to the referring agency that the service need was addressed. 10.SUPERVISIONIDA Y-TO-DA Y OPERA TIO NS a.Day-to-Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and SSA management. b.Santa Ana WORK Center Hours of Operation The SA WC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c.SSA StqffOffice 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 SA WDB and SA WC at the beginning of each fiscal year. d. Buildi ng Accessibility All Partner staff assigned to the SA WC will be issued an access card to SA WC 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 by the SA WDB at the expense of the individual agency staff. e.Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee( s ), all legally required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withh olding, workers' compensation, and all other regulations governing such matters. 11.AJCC OPERATING BUDGET The purpose of Paragraph 11 is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a.Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; MA-063-230111379 9 EXHIBIT 3a b.Reduces duplication and maximizes program impact through the sharing of services, resources, and techn ologies among Partners (thereby improving each program's effectiveness); c.Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d.Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e.All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SA WDB'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 m the Infrastructure Funding Agreement); b.Career services; and c.Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. SSA may be allocated additional space, with mutual consent of both parties, at which time the Office Lease may be amended. 12.INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IF A") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IF A 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 MA-063-230111379 10 EXHIBIT 3a 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.Equipm ent, including assessment-related products and assistive technology for individuals with disabilities; and, d.Technology to facilitate access to the AJCC, including techno logy 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 SA WDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14.INFRASTRUCTURE COST ALLOCATION METHODOLOGY a.Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by each AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of 3% over the ten (10)-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b.Utilities and Maintenance: This Paragraph includes only telephone services, which includes voicemail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c.Telephones:. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. MA-063-230111379 11 EXHIBIT 3a 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 AJ CC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. 15.INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non-cash (in-kind), and third-party in-kind contributions to cover its share of infrastructure costs. In-kind contributions cannot be used to 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-ldnd 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 SA WDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b.Non-Cash: Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non-cash contributions or goods or services contributed by a Partner program and used by the AJCC. c.Third-party In-kind: Contributions of space, equipment, technology, non-personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: support the AJCC in general or support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16.OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute ( or fairly evaluated in-kind contributions) to share the additional costs relating to the operation of the One-Stop delivery system. These costs may be shared through cash, non-cash, or third-party in-kind contributions. As required by 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 MA-063-230111379 12 EXHIBIT 3a incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b.Required Consolidated Budget for the Delivery of "Applicable Career Services": The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Paiiners 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 information collected from customers at intalce to be captured once. Parties further agree that the collection, use, and disclosure of customers' Personally Identifiable Information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners aclmowledge 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 PII, collected, used, and disclosed by Partners will be subject to the following: a Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b.The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c.All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e.Customer data may be shared with other prograins, for those prograins' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; MA-063-230111379 13 EXHIBIT 3a f Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERP A­ protected education records, confidential information in UI 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 infor mation, 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 talce measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or other wise protected information needs to be shared amongst the parties for the parties' perfor mance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603 .10, payments of costs, and permissible disclosures. With respect to the use and disclosure ofFERP A-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 MA-063-230111379 14 EXHIBIT 3a All parties shall be consulted and notified prior to com municating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SA WDB 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 SA WDB and the AJCC Partners will ensure that policies and procedures established by the SA WDB and the AJCC Partners are in compliance with the ADA. 24.HOLD HARMLESS/INDEMNIFICATION/LIABILITY MA-063-230111379 15 EXHIBIT 3a 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 signatorie s to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25.SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 26.DRUG AND ALCOHOL-FREE WORKPLACE All parties to this MOU certify they will comply with the Drug-Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug-free workplace. The recipient must notify the awarding office ifan 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 CFRpart 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28.DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) 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 EXHIBIT 3a 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 CPR 683.200(±). 31.SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Al lotments 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 Per som1el Management Executive Level II. 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 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 fimding shall notify the other parties as soon as the party has lmowledge that funds may be unavailable for the continuation of activities under this MOU; b.WIOA is repealed or superseded by subsequent federal law; c.Local area designation is ch anged 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 SA WDB 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-063-2301113 79 17 EXHIBIT 3a This MOU is of no force or effect until signed by authorized representatives of the participating parties, and ap proved 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 SA WDB 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 SA WC, 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 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-063-230111379 18 EXHIBIT 3a 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 5: Office Lease MA-063-230111379 19 EXHIBIT 3a WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. FOR THE CITY OF SANTA ANA Attest: Jennifer L. Hall City Clerk City of Santa Ana: Kristine Ridge City Manager Dated: _____________ _ Dated: ____________ _ Recommended for Approval: Michael Garcia Executive Director Community Development Agency Approved as to Form: Jose Montoya Assistant City Attorney Dated: ____________ _ Dated: ____________ _ FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD Chair ******************************************************************************** [Space left intentionally blank] [Signatures continued on the following page] Page 20 EXHIBIT 3a 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:. ____________ _ 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 Clerk of the Board County of Orange, California APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA By:-------------�DEPUTY Dated: ____________ _ MA-063-230111379 21 EXHIBIT 3a Attachment 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co-Located Title I Adult, Dislocated City of Santa An a WIOA Title I Adult, Dislocated Workers, Youth Workers and Youth Programs Yes programs Rancho Santiago WIOA title II 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 Ill Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD} Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Jobs for Veterans State Grants (JVSG), Veterans Development Yes Dep artment (EDD} authorized under chapter 41 of title 38, U.S.C. Emp loyment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD} Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Unemployment Insurance (UI) programs under Insurance {UI) Development No Department (EDD} state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the 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.S.C. 601 et seq.) 7 CFR parts 271,272,273, 274, 275, 276, 277, Cal Fresh 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 Region s II & Ill Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progres s, Inc. 3056 et seq.) 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) Yes Development Authority EXHIBIT 3a Attachment 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co-Located Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 EXHIBIT 3a AJCC Partners Location and Map GA."Dltl GI0/1: IL ' , . .J I I: I *S;nt.:i An;: 'I/Cfil{ um111r it.rrciro s .ko C.llnl:l:r ofG2Jifcrnm ao 1 Ill. G-h: Ccn C>.»nt.i Av, CA 92701 �rtllQrs: Errpa,-r;xN 0.,.-dof!non'I lkpll-t"n11nt Stll lo Dllir;mrr nt of Rd\:b'lintron 0.C So:ill $Qn•� Agoncf Gooa ... ill lr.d.Jstri;is SER!Sonior Af.! lrug'X'TI l=n4Lifo. 5T H ST. S.VITA kV. SL ,-: .... .,. V, r= d � t;; $i6!STIICW S 1.At.Cf1£W f'l. oU_TGt4 Ill. ..--- r,\, umwini:. Ad-Jh [duc..lb:lCl \,;J 2 00 V. l:dinggr Aw. S.:r 1.1 Ima . CA !12704 Sll""lt.iAn.iCol� 3 153'.I ,\: · n, SL S;1.--n.1 l.n.i. CA 92700 S lilt.I Da J!-!rtTn<lrt al � Rcih.il!ilil.ition � 7D9 Tho City D-iw, Suit� l ltJ O..:n;i11, CA 9:ue, Sowl Son.icm ,\.�-y 6 928 S. Gran:! Aw,. »-rt.i AN. CA 9270G CTI/ti!PV ")' Hii;ti Sdv.>ol (i) 11!0 5 C..-olniillu - 5.inb Amt, CA c_;.2704 Attachment 1 Attachment 1 S.lt4T I\Cl.MiJ'I �•- --­N r n :-naricrn In\ San i:i r (.Qnto, '::J esot-.. :mSL S.rn.1 An.i. (JI 92101 P..:nngton t6.J • .iticn C,;:rr.11· 0.1325 E. i1h St � 5.-inu ,i, CA c;.no 1 EXHIBIT 3a [ SANTA ANA AJCC Partner Services Attachment 2 SANTA ANA AJCC Partner Services Service Partner Name Entity/Program Training Employer Delivery Career Method Title I Adult, DW , Youth City of Santa Ana 1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15, 1, 2, 5, 7, 9 1,2,3,4,5,6,7,8 FT, T, B, P, 0 16, 17 Adult Education/ Literacy Rancho Santiago 2, 3, 12, 14 -15, 17 1, 8 B, P, 0 Community College District Wagner-Peyser Employment Development 1,2,3,4,5,6,8,9,10,17, 1,2,3,4,6,7,8 FT, PT,T, A, B,P Department (EDD) Veterans (Jobs for Veterans Employment Development 1,2,3,4,5,6,8,9,10,11, 1,2,3,4,6,7, FT1 T, A, B, P State Grant) Department (EDD) 12,13 ,14,15,16,17 Trade Act (Trade Adjustment Employment Development 1,2,3,4,5,6,8,9,10,11,12,13,14,15,16,17 1,4,5,8,9 1,2,3,4,6,7,8 PT, T, A, B Assistance) Department (EDD) Unemployment Compensation Employment Development 1,9 8 PT , T, A, B Department (EDD) State Department of 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13, 14, 15, DOR Eligible: 1, 1, 2, 4 DOR Vocational Rehabilitation 2, 3, 4, 5, 6, 7, Eligible: 3, 5, PT, FT Rehabilitation 16, 17 8, 9, 8 Temporary Assistance for Social Services Agency, 1,2,3,4, 7,8,10,11,12,13, 1,3, 4J,8 FT, T, A, B, P Needy Families Family Self Sufficiency CalFresh Employment & Social Services Agency, Training/General Relief Work 2, 3, 4, 7, 8, 10, 13 FT, T, A, B, P Program Assistance Programs Carl Perkins Career Techni cal Rancho Santiago 2, 3, 12, 14-15, 17 1,8 B, P, 0 Education Community College District Senior Aid Program Regions II & Ill SER-Jobs for 1,2,3,4,5,8,11,12,13,16 1,2,3,7 1,2,3,4,6, 7 PT, T, B Title V Older Americans Act Progress, Inc. Job Corps Long Beach Job Corps 2 1, 3, 7 T, B, P, 0 1 EXHIBIT 3a [SANTAANA AJCC Partner Services Attachment 2 Eligible Federal Native American Programs Southern California Indian Eligible Federal state recognized state 0, P, B,T (Section 166) Center Tribes: 2, 4, 10 recognized Tribes: 1, 7 Housing & Urban Housing Authority 2, 3, 4, 8, 10, 15 B, P, 0 Development CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency. Basic Career Services 1.Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation. 2.Ontreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies. 3.Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources. 4.Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for,and obtain a job. It may include but is not limited to: job fmding skills, orientation to the labor market, resumepreparation assistance, referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre-layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information. 5.Employment statistics-Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI)2 EXHIBIT 3a [ SANTA ANA AJCC Partner Services 6.Eligible Provider performance and program Cost Information: Collect and provide information on: A. Eligible training service providers (described in WIOA Section 122) B.Eligible youth activity providers (described in WIOA Section 123) C.Eligible adult education providers ( described in WIOA Title II). Attachment 2 D.Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301). E.Eligible vocational rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973). 7.Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes. 8.Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs-related payments that are necessary to enable an individual to participate in employment and training activities. 9.Unemployment Compensation: Colleet aae provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center. 10.Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area. 11.Follow-Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment. Individualized Career Services 12.Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include: A.Diagnostic Testing and use of other assessment tools; and B.In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals. 3 EXHIBIT 3a [SANTAANA AJCC Partner Services Attachment 2 13.Individual Employment Plan Development: Working wi1h individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services 1hat will help 1he individual achieve those goals. 14.Group Counseling 15.Individual Connseling and Career Planning 16.Case Management: For participants who receive training services under WIOA Section 134(d)(4). 17.Short-Term Prevocational Services: Can include development oflearning skills, communication skills, interviewing skills, punctuality, personal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or training. Training Services: Services offered through a training provider to help individuals upgrade 1heir skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include: 1.Occnpational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels. 2.On-the-Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages. 3.Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs 4.Training programs operated by the private sector 5.Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated 1hat the training will result in the workers' acquisition of transferable skills or an industry-recognized certification or credential. 6.Entrepreneurial training 4 EXHIBIT 3a SANTA ANA AJCC Partner Services Attachment 2 Employer Services: 7.Job-readiness training 8.Adnlt Edncation and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law and lack basic educational skills to enable the individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to read, write, and speak in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job, 9.Customized training: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted with a commitment by the employer to employ an individual upon successful completion of the training and for which the employer pays for a portion of the cost of training. Santa Ana Work Center services offered to employers include: 1.Employer needs assessment: Evaluation of employer needs, particularly future hiring and talent needs. 2.Job posting: Receiving and filling of job openings; searching resumes; providing access to a diverse labor pool. 3.Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements. 4.Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and hostingjob fairs and mass recruitment. 5.Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees transition into new positions. 6.Labor Market Information: Access to information on labor market trends, statistics, and other data related to the economy, wages, industries, etc. 7.Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local training providers, federal laws and requirements, tax information, apprenticeship 8.programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc. 5 EXHIBIT 3a [SANTAANA AJCC Partner Services Attachment 2 9.Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labor­ management committees, peer counseling, etc. Service Delivery Codes: How will your agency provide the services indicated? Code Method Description FT On-Site Staff Full Time PT On-Site Staff Part Time T Access Via Telephone A Access Via Automated System B Brochure/Handout p Posting at One-Stop Center 0 Other NA Not Applicable 6 EXHIBIT 3a Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure and Other Costs Budget 2023-2024 SSA6.61" Monthly Cost Category/ Une Item Cost Details Monthly Cost Property Rent Rent Base Rent Utilities/Maint/Service Telephone Services Per Person Security Guard *Equipment P one ystem **Tech and Access Costs In ormation Tee no ogy ost er Month Total Tech and Access Infrastructure Total Revised Attachment 3 Total Monthly Rent and Equipment Cost 4112/2023 11 :00 ••*Copiers are leased equipment and are charged by percentage. Additional charge for usage w;/1 be calculated and charged EXHIBIT 3a 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 Skills Training (1)•On-the-Job Training (OJT) (2)•Workplace and cooperative education (3)•Training programs operated by the private sector (4)•Skills upgrading and retraining ( 5)•Entrepreneurial training ( 6)•Job-readiness training (7)•Adult Education and Literacy programs (8)•Customized training (9) EXHIBIT 3a 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 A version (8) Total Career Service Cost $880,000 EXHIBIT 3a Comprehensive Cost Allocation and Partner Contributions AJCC (Comprehensive) Square Footage % of Total Operational Cost Partner Program I Paid for Based on Square Monthly Property CAM Charges and Management Monthly Charges Monthly Rent+ Amount: In- Office Sharing/ Footage Rent• Fees for Equipment Equipment usage Payment Ratio EDD 9548.00 50.88% s 22,437.80 s 843.66 s 5,436.51 s 28,717.97 Santa Ana WORK Center (City of Santa Ana) 7705.28 38.43% $ 18,107.41 $490.87 $$ 4,067.82 $22,666.10 $ !Department of Rehabilitation 219.03 1.13% s 514.72 s 12.08 s 138.70 $ 665.50 $ Social Services Agency-Family Self-Sufficiency 1191.60 6.17% $ 2,800.26 $ 302.82 s 3,103.08 Santa Ana Housing Authority 438.06 2.26% s 1,029.44 s 24.17 $ 277.40 $ 1,331.02 SER Jobs for Progress 219.03 1.13% $ 514.72 s 12.08 s 138.70 s 665.50 Community Action Partnerhip of OC Rancho Santiago Community College District !Total Rentable Space 19321.00 100.00% Is 4s,4o4.3s I s 539.21 I $ 843.66 I s 10,361.9s I s s1,149.u I s Revised •Rent is $2.35 per Square foot with 3% increase annually •• Yearly Career Services is reported by respective partners listed and may include but is not limited to partners payroll, client training expenses, client services expense, etc. Kind . . 4/12/23 Attachment 4 ":'./ Partner Contributions Yearly Career Services•• s 1,493,317.04 $ 1,235,907.20 $ 2,945,349.48 $ 800,000.00 $ 82,290.00 $ 2,945,349.48 $ 225,000.00 $ 1,511,191.70 $ 6,556,863 .72 11:33:35 AM EXHIBIT 3a FIRST AMENDMENT TO OFFICE LEASE BETWEEN SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is entered into as of ____ � 2023 (the "Effective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ("Landlord"), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant"). WITNESSETH: WHEREAS, Landlord, as successor-in-interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 2017, Tenant Estoppel Ce11ificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16, 2018 (hereinafter cotlectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant an d Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19,321 rentable square feet of office space (the "Premises") in the building located at 80 I Civic Center Drive, Santa Ana, CA 92701 (the "Building"); WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the aforesaid p1·emises 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.lncorporalion of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set fotih herein. As used herein the term "Lease'' shall mean the Lease as amended by this First Amendment. 2.Definitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein. 3.Term. The Initial Term as defined by Section 3, Basic Lease Provisions, of theLease is hereby for a period of One Hundred Twenty (120) full calendar months, commencing on July I, 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 I, 2023, Tenant shall pay Base Rent in the following amounts: Monthly Installment Annual Rental Rate Dates Annual Base Rent of Base Rent Qer RSF 7/1/2023 -6/30/2024 $544,852.20 $45,404.35 $2.35 5910216.11 EXHIBIT 3a 7/1/2024-6/30/2025 $561,197.77 $46,766.48 $2.42 7/1/2025 -6/30/2026 $578,033.70 $48,169.47 $2.49 7 / l/2026 -6/30/2027 $595,374.71 $49,614.56 $2.57 7/1/2027 -6/30/2028 $613,235.95 $51,103.00 $2.64 7/l /2028 -6/30/2029 $6 31,633.03 $52,636.09 $2.72 7/1/2029-6/30/2030 $6 50,582.02 $54,215.17 $2.81 7/l/2030-6/30/2031 $670,099.48 $55,841.62 $2.89 7/l /2031 -6/30/2032 $690,202.47 $57,516.87 $2.98 7/1/2032-6/30/2033 $710,908.54 $59,242.38 $3.07 5.Base Year. The "Base Year" is hereby amended to reflect calendar year 2023. 6.Subsection 14.1, Waiver of Liability and Indemnification, of the Standard Lease Provisions, is hereby amended as follows: Except to the extent caused by the gross negligence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations 01· disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness, vandalism, malicious mischief: Tenant shall indemnify, defend, protect a_nd hold ha1111less Landlord and each of the Landlord Paities 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 ot' omissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the grnss negligence or willful misconduct of Landlord, its agents or employees. 7.Tenant Improvements. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A attached hereto and made a part hereof. 8.As-ls Condition. Tenant accepts the Premises in its "AS-IS, WHERE-IS" condition as of the Effective Date. and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct., remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected the Premises prior to execution ofthis First Amendment, (c)it is not relying on any statement, representation or warranty of Landlord, its employees oragents, and (d) is fully satisfied with the condition of the Premises.2 5910216.11 EXHIBIT 3a 9. following: Pat·king. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of one hundred eighty (180) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that (x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of two hundred ten (210) and the number of days in such calendar 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 null and void (and be returned to Landl ord) or (2) be cre dited against Landlord's obligations to provide Project Par·king 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 '.'..3.2(c)(E) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any pa11icular 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 (I) hour without charge." I 0. No Default. Each of Landlord and Tenant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. 11.Atlirmation of Lease Terms. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in full force and effect. [n the event there is any conflict between the terms of the Lease and the terms set forth in this First Amendment, the terms specifically set out in this First Amendment shall control. From and atter the Effective Date, any and all references to "the Lease" or "this Lease'' in the Lease shall mean the Lease as modified by this First Amendment. 12.Mutuql Autl)_prization Representation. Each of Landlord and Tenant herebyrepresent and warrant to each other that: (a) this First Amendment (and each term and provision hereot) 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. 3 ;910216.11 EXHIBIT 3a 13. Brokerage. Landlord and Tenant each represent that they had no dealings with any real est ate broker, finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the ''Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnify Tenant and hold Tenant harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord. 14.Miscellaneous. The submission ofan unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or more counterparts, all of which together shall constitute but one and the same agreement, (c) shall be governed by and construed in accordance with the laws of the State of California and both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereot; 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 del ivery 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-SJGN and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission or other electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as electronic records; (d) photocopies, facs imile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and en1\.irceable 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 .. et seq., the Uniform Electronic Transactions Act as incorpomted into applicable law, and any other applicable law pet1aining to electronic signatures. (Remainder o{Pqge ft1t<mliona/lv Blank: Signature Page Follows] 4 5910216.11 EXHIBIT 3a IN WTTNESS 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 By: Jose Montoya, Assistant City Attorney RECOMMEND ED 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 ·0 a; �'i,,. /m,,J}u,tuN,11116. Will{ t(.11�------­Title: ,2£.,,.t,hl .• 3,,,/ ,"j ,,a/4;v Mike Garcia -Executive Director Community Development Agency [SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASEJ 5910216.11 EXHIBIT 3a EXHIBIT A WORK LETTER THIS WORK LETTER (this "Work Letter") is attached to and incorporated into the First Amendment. Su pp lementing the provisions of the Lease (as amended by the First Amendment), but without Jim iting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises. I.Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Im provements. 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 themeanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a)"Approved Working Drawings" is defined in Section 3fo) hereof: (b )'"Building Systems" means the strnctural portions of the Building, the common area restrooms, elevators, the Building's HVAC, mechanical, electrical, plumbing, and fire and life safety systems and equi pment (including, but not limited to, the fire alarm and fire sprinklers). (c)"Contractor" means the general contractor engaged by Landlord forperformance of the Landlord Work pursuant to Section 4 hereof. (d)"Cost Proposal" is defined in Section S{a) hereof. (e)'"Days" means, unless otherwise indicated, calendar days, (t)"Landlord Coordination Fee'' means a fee equal to five percent (5%) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g)''Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, app roval, inquiry or other communication from or on behalf of Landlord in connection with this Work Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant. (h)"Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 5910216.11 EXHIBIT 3a (i)''Over-Allowance Amount" is defined in Section IO(d) hereof. Ul "Permits" is defined in Section 6(a) hereof. (k)"Punch List Work" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are required to cause any applicable portion of the Tenant Improvements as constructed to conform to the Approved Plans in alt material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises. (I)"Space Plan" is defined in Section 3/a) hereof. (m)"Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square foot ofthe 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 therefi-0111. (n)"Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not I imited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. (o)"Tenant Allowance" shall be Twenty-Eight and 00/100 Dollars ($28.00) per rentable square foot of the Premises (i.e., up to $540,988.00), based on 19,321 rentable square feet of the Premises. (p)"Tenant Contractor" or "Tenant Contractors'' means any employees., agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by Tenant, each of whom shall be reasonably approved by Landlord before lhey may work in the Building. ;910216.11 (q)"Tenant Delay" means a delay caused by any of the following: (i)Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii)a breach by Tenant of the terms of this Work Letter or the Lease; (iil) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 7 EXHIBIT 3a (iv)Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, or not included in, Landlord's standard tenant improvement items for the Building (which have been provided to Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Premises, but only to the extent that such a requirement actually causes a delay to Substantial Completion of the Premises; or (v)any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employees that continue more than one (I) day after written notice thereof by Landlord. (r)"Tenant FF&E Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/100 Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $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 perso n[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in co nnection with this Work Letter unless such communication is in writing from Tenant's Representative. Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord. (t)"Working Drawings'' is defined in Section ;J(bl hereof 3.Plan Approval. (a)Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans (collectively, the "Space Plan") for the construction of the Tenant Improvements, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten ( I 0) days after receipt thereof. (h)Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architect and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the Tenant Improvements shown on the Space Plan, with such modifications to the Space Plan as shall be necessary to co mply with the requirements of the Building Systems of the Building (the "Working Drawings"). (c)Tenant sliall approve or disapprove the Working Drawings in writing within fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsistent with the Space Plan and only if Tenant delivers to Landlord, within such fourteen (14) business day period, specific changes proposed by Tenant which are consistent with the Space Plan. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 8 j9\0216.J I EXHIBIT 3a 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 pa1ties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings'', 4.Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three (3) bids from each trade (other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest quali fied bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable efforts to avoid disruption of Tenant's business and to protect the health & safety of Tenant., its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours. 5.Cost Estimate. (a)Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Imprnvements (the ''Cost Proposal"). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the construction agreement with the Contractor (including, without limitation, the cost of labor and materials. contractor fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work). (b)Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any prnposed 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 apprnval shall not be um·easonably withheld, conditioned, or delayed. If Landlord apprnves 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 ( I 0) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Proposal within such ten ( I 0) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c)Tenant's final written approval of the Cost Proposal and the Approved Working Drawings shall be authorization by Tenant for Landlord to purchase all materials 9 5910216,11 EXHIBIT 3a 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 co nstruction, All costs associated with obtaining Permits will be deducted from the Tenant Allowance. (b)If any local governmental agency requires revisions to the ApprovedWorking Drawings_, Tenant shall be deemed to have approved any adjustments to the Approved Working Dr awings and the Cost Proposal resulting therefrom. If any Authority issuing Permits for the construction of the Tenant Improvements shall impose terms or conditions upon the construction thereof Lhat: (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 eliminateany such adverse terms and conditions. 7, Chunge Rcm1csts. 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. lfTenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section 10. 8.Substantinl Conrnlction. When Landlord's architect certifies that the LandlordWork 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 ( I 0) days after such notice] conduct a joint 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 Punch List Work and, subject to Force Majeurn, 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 m·chitect renders a final decision on the dispute, The decision of Landlord's architect shall be final and binding on the parties. Tenant agrees that_, at the request of Landlord from time to time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 EXHIBIT 3a 9.Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises., Landlord shall allow Tenant and any of the Tenant Contractors access to the applicable poitions of the P1·emises at least ten (I 0) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. In connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (a s to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covena nts., conditions, and provisions ofthe 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 (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shal I 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 be borne by Tenant. ( c)In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Imp rovements, 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 tor the Over-Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay. 11 5910216.11 EXHIBIT 3a (d)Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting, and construction of the Tenant Improvements. 11..Miscellaneous. (a)All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building-standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification of the Building Systems to accommodate the Tenant Jmprnvements, 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 specificaJly set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and snch other parties as may be useful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same. (c)If at any time on or before the Snbstantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease. which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay cansed by such work stoppage); and (ii) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is fully and finally cured. (d)Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve ( 12) month period. (e)Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto. In no event shall Tenant be entitled to apply any unused portion of the Tenant Allowance towards future payments of Base Rent and/or, except as expressly set fOl'th herein, purchase of Tenant's furniture, fixtures and equipment. 12 5910216.11 EXHIBIT 3a DRAFT Memorandum of Understanding Between the Santa Ana Workforce Development Board and EXHIBIT 4 MEMORANDUM OF UNDERSTANDING 1)LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA'') sec. 12l(c)(l) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 12l(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 12l(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 Deve lopment Board ("SA WDB"), and the __________ , 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 ofWIOA sec. 12l(c)(l), to establish a cooperative working relationship between the SA WDB and __________ , the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4)DURATION The term of this MOU shall commence July 1, 2023 and terminate 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 remain in effect until the termination date, unless one of the conditions in Paragraph 32 occurs. 2 EXHIBIT 4 5)MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assigmnent 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 WORKF ORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SA WDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all el ements of the workforce support sy stem work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a)Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b)Expanding small business development support as a creator of new jobs and method for growing the local tax base; c)Educating Santa Ana's current and future workforce through classroom pre-training and training activities, plus on-the-job training and workforce skill enhancement activities; d)Offering career pathway programs for both unemployed and employed adults and youth; e)Increasing access to jobs for disconnected and underserved populations, especially youth; f)Organizing, integrating and supporting social and other services through the SA WDB's network of partnerships, volunteer organizations, and established institutional resources; and, g)Assuring funding from all public, private, and other sources in support of its programs. 7)ONE-STOP SYSTEM & SERVICES A.LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714)565-2600 Open to the Public: Monday-Friday 8:00 am-5:00 pm 3 EXHIBIT 4 The AJCC is currently located at the Santa Ana WORK Center ("SA WC") 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. SA WC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. The SA WC 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 SA WC 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 SA WC by AJCC Partners may include, but are not limited to, the following: 1.Basic Career Services: a.Eligibility determination; b.Outreach, intake, and orientation to information and services; c.Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d.Labor exchange services, including: 1.Job vacancy listings in labor market areas; ii.Information on job skills needed to obtain the vacant jobs; and, iii.Information relating to in-demand occupations, including earnings and opportunities for advancement; e.Provision of performance and program cost information on the Eligible Training Provider List ("ETPL") eligible programs by program and type of provider f.Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g.Provision of information related to support services h.Provision of information and assistance in filing Unemployment Insurance claims; and, 1.Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2.Individualized Career Services: a.Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b.In-depth interview and evaluation to determine barriers and goals; c.Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d.Group counseling; e.Individual counseling; f.Career planning;g.Short-term pre-vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; 4 EXHIBIT 4 h.Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; 1.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; 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; I.Internships and work experiences that are linked to careers; and, m.English language acquisition and integrated education and training program. 4.Employer Services: a.Recruitment and other business services on behalf of employers. C.SYSTEM STRUCTURE 1.AJCC ONE-STOP OPERATOR PROCUREMENT The SA WDB will procure the AJCC Operator through a competitive process in accorda nce 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 (0MB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2.ROLES AND RESPONSIBILITIES OF PARTIES a.Provision of Applicable Career Services and Participation in Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high-performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 5 EXHIBIT 4 Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b ). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i.Continuous partnership building; 11.Continuous planning in response to state and federal requirements; and, iii.Responsiveness to local and economic condi tions, including employer needs. Parties agree to the co-enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one-stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b.Parties shall comply with: 1.Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); 11.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; 1v. 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; v1. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii.The Non-traditional Employment for Women Act of 1991; viii.The Age Discrimination Act of 1967, as amended; 6 EXHIBIT 4 1x. 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 CPR part 99); xii.Title IX of the Education Amendments of 1972, as amended; xiii.Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CPR 361.38); xiv.The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CPR part 603); and, xv.All amendments to each, and all requirements im posed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8)COLLOCATED AJCC PARTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a.Effective communication, information sharing, and collaboration with the AJCC operator; b.Joint plarming, policy development, and system design processes; c.Commitment to the joint mission, vision, goals, strategies, and performance measures; d.The design and use of common intake, assessment, referral, and case management processes; e.The use of common and/or linked data management systems and data sharing methods, as appropriate; f.Leveraging of resources, including other public agency and non-profit organization services; g.Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h.Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 7 EXHIBIT 4 Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9)REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a.Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b.Develop materials summarizing their program requirements and making them available for Partners and customers; c.Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d.Provide substantive referrals to customers who are eligible for supplem ental 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 ofreferrals and assuring that Partner resources are being leveraged at an optimal level; h.Ensure that intake and referral processes are customer-centered with the intent to provide high quality customer service; i.Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j.Ensure that referrals will be made via email or other electronic means; k.Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co-location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, I.Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 8 EXHIBIT 4 10) SUPERVISION/DAY TO DAY OPERATIONS a.Day-to-Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. 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 Partner management. b.Santa Ana WORK Center Hours of Operation The SA WC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c.Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SA WDB and SA WC at the beginning of each fiscal year. d.Building Accessibility All Partner staff assigned to the SA WC will be issued an access card to SA WC 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 replace by the SA WDB at the expense of the individual agency staff. e.Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally-required employe e benefits. In addition, each party shall be solely responsive and hold all other parties harml ess from all matters relating to payment of each party's employee( s ), including compliance with social security withholding, workers' compensation, and all other re gulations governing such matters. ll)AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a.Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b.Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); 9 EXHIBIT 4 c.Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d.Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e.All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necess ary to maintain the SA WDB's high-standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a.Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b.Career services; and c.Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six ( 6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12)INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IF A") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IF A 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,maintenanceand services; 10 EXHIBIT 4 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. Chang es 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 SA WDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14)INFRASTRUCTURE COST ALLOCATION METHODOLOGY a.Rent Costs: Rent costs shall be based on the base rent and common area maintenance (CAM) charges. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the ten-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b.Utilities.Maintenance and Services: This section includes telephone services, which includes voice-mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation .. Security guard services are also included in this section and are allocated based on the percentage of space usage. Security guard services will increase by approximately 4.5% annually c.Equipment: Telephone costs is the annual support and is allocated on usage percentage d Technology and Internet Access Costs: Maintenance of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. 15) INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non-cash (in-kind), and third-party in-kind contributions to cover its share of infrastructure costs. In-kind contributions cannot be used to fund non­ infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance 11 EXHIBIT 4 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.CashCash funds provided to the SA WDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b.Non-CashExpenditures incurred by AJCC Partners on behalf of the AJCC; and Non-cash contributions or goods or services contributed by a Partner program and used by the AJCC. c.Third-party In-kindContributions 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 CPR 361.720; 34 CPR 361.760; 34 CPR 463.720; and 34 CPR 463,760]. 16)OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute ( or fairly evaluated in-kind contributions) to share the additional costs relating to the operation of the One-Stop delivery system. These costs may be shared through cash, non-cash, or third-party in-kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a.Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b.Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. 12 EXHIBIT 4 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 information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a.Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b.The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERP A, shall comply with FERP A and applicable State privacy laws; c.All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d.All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e.Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; f.Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g.All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERP A- 13 EXHIBIT 4 protected education records, confidential inform ation in UI records, and personal information in YR 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 CPR Part 603, 45 CPR Section 205.50, 20 USC 1232g and 34 CPR part 99, and 34 CPR 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 talrn measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals . To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CPR 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 CPR 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 CPR 361.38. 19)PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SA WDB on buildings identified for AJCC usage. 20)ACCESSIBILITY 14 EXHIBIT 4 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 COMPL AINTS 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 SA WDB and the AJCC Partners will ensure that policies and procedures established by the SA WDB and the AJCC Partners are in compliance with the ADA. 24) HOLD HARMLESS/IND EMNIFICATION/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 indenmifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indenmification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 15 EXHIBIT 4 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 Fed eral agency maintain a drug-free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27)CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti-Lobbying Amendment (31 U.S.C. 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. 28)DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29)PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of ser vice, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner­ Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly !mown as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(:f). 31)SALARY COMPENSATION AND BONUS LIMITATIONS 16 EXHIBIT 4 Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32)TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a.Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of th is MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b.WIOA is repealed or superseded by subsequent federal law; c.Local area designation is changed under WIOA; and, d.A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SA WDB 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. 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 SA WDB 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 17 EXHIBIT 4 Partner: 34)INSURANCE Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 Santa Ana WORK Center 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 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 SA WC, 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 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. 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 5: Office Lease 18 EXHIBIT 4 THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA Attest: Jennifer L Hall Clerk of the Council Recommended for Approval: Michael L Garcia, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge City Manager Approved as to Form: Sonia R. Carvalho City Attorney Assistant City Attorney FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD Workfor ce De velopment Board Chair FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER AJCC Partner 19 EXHIBIT 4 Attachment 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co-Located Title I Adult, Dislocated City of Santa Ana WIOA Title I Adult, Dislocated Workers, Youth Workers and Youth Programs Yes programs Rancho Santiago WIOA title II 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 Ill Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Jobs for Veterans State Grants (JVSG), Veterans Development Yes De pa rtment (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Unemployment Insurance (UI) programs under Insurance (UI) Development No Department (EDD) state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the 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 & Ill Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title IC, 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) Yes Development Authority Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 EXHIBIT 4 * AJCC Partners Location and Map \ I , . ..I I IC I r c.;.rorn GOO'IE BL i� i i· 'l'l'ASHl!lGTGN ,'u/. ......;/ I / / CTI): CEIKT Eli D?.. i I .. 5TH ST. 1' •' ..,: u'I I=-1:0::: " i I Blll�EP. ,fl/. ... VI � I;; ..,: "" In -?-0 -' ... � � � ..,: ,., i � ', ,, --.... � ... -< Cl '\'i S! � 5T .. 4Nilfl£1,�-FL. "' .., l -I I 'i / w IJ------'i---=-;;,;,,;,,,;;,,;�;,;;,.,;,,,,;;,,_t-----t- � (,,,,,._"'tmi !fi. -=-1·-___ -( '"'"''""" �tll /Ir,;! 'lfCf,,K Ca mor.!.m.11ri'c.:i's Jo� Cl!..1 1:Gr ofG!lifCA"nia 601 'i/.Gvkunt .. D·. �tll /ln�. CA. 927')1 P.JrtncB-:l:.mp'o-;m;,i:,1 D.t·111lcipo.,-r1 D!?J!i1lt':nO:ntSt:it-,'Dlli=ortrmmt of l'�b:lit:tb:1 O.C S:x:i!I S-1v.c,;,sA,311nC'(GaodAill lr.c,Jslri3 s.EP.i°SlrniClf .!.t:l i?roq&\._--n l.&-.:m4Lif.-a - �TCfl Ill. s�,i;i 1.n:i Coll.-g., 3, 1 !:i?.JW. i71n St. S.1;"11:i 1,n:i. t-:.Jt 9270::1!, crr.,.�1);11/.'L..!!Y Hi!,h Sdxu:il 1 E.01 S. G:iii..-r,i II c S:int! ,l,li. CJ. o;,2 10� Attachment I Attachment 1 I.JI 'r'ETA f.N. r ...•( Cl � � :z ffi g ·© /J.!i;Jn ;'1,-rrniicim /';!;\ Sa.:1ior G!nt-.· � esa t<'. -�, St. S;i."flll /ln:i . CA 92r.)1 P .. 1,L1gt� .:i::!J::iticn r..:rr.;a, ,if,:\ 132S :c. 41h SI. � 5.int.:! .o'l.1.:i G', 97?0 I EXHIBIT 4 [ SANTA ANA AJCC Partner Services Attachment 2 SANTA ANA AJCC Partner Services Service Partner Name Entity /Program Delivery Career Training Employer Method Title I Adult, DW, Youth City of Santa Ana 1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15, 1,2,5} 7,9 1,2,3,4,5,6,7,8 FT, T, B, P, 0 16, 17 Adult Education/ Literacy Rancho Santiago 2, 3, 12, 14-15, 17 1, 8 B, P, 0 Community College District Wagner-Peyser Employment Development 1,2,3,4,5,6,8,9 ,10,17, 1,2,3,4,6,7,8 FT,PT,T,A,B,P, Department (EDD) Veterans (Jobs for Veterans Employment Development 1,2,3,4,5,6,8,9,10,11, 1,2,3,4,6,7, FT,T,A,B,P State Grant) Department (EDD) 12,13,14,15,16,17 Trade Act (Trade Adjustment Employment Development l,2,3,4,5,6,8,9,10,11,12,13,14,15,16,17 1,4,5,8,9 1,2,3,4,6,7,8 PT,T,A,B Assistance) Department (EDD) Unemployment Compensation Employment Development 1,9 8 PT,T,A,B Department (EDD) State Department of 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13, 14, 15, DOR Eligible: 1, 1, 2, 4 DOR Vocational Rehabilitation Rehabilitation 16, 17 2, 3, 4, 5, 6, 7/ Eligible: 3, 5, PT, FT 8, 9, 8 TANF Social Service Agency-1, 2,3 ,4, 7,8, 10 ,11, 12, 13, 1,3, 4J,8 FT,T,A,B,P Family Self-Sufficiency Carl Perkins Career Technical Rancho Santiago 2, 3, 12, 14-15, 17 1, 8 B, P, 0 Education Community College District Senior Aid Program Regions II & Ill SER-Jobs for 1,2,3,4,5,8,11,12,13,16 1,2,3,7 1,2,3,4,6, 7 PT, T, B Title V Older Americans Act Progress, Inc. Job Corps Long Beach Job Corps 2 1, 3, 7 T, B, P, 0 Native American Programs United American Indian 1, 2, 3, 4 0, P, B,T (Section 166) Involvement, Inc. Housing & Urban Housing Authority 2, 3, 4, 8, 10, 15 B, P, 0 Development 1 EXHIBIT 4 SANTA ANA AJCC Partner Services Attachment 2 CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency. Basic Care!'r Services 1.Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation. 2.Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies. 3.Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources. 4.Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, orientation to the labor market, resume preparation assistance, referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre-layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information. 5.Employment Statistics-Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI) 6.Eligible Provider performance and program Cost Information: Collect and provide information on: A.Eligible training service providers (described in WIOA Section 122) B.Eligible youth activity providers (described in WIOA Section 123) 2 EXHIBIT 4 [ SANT A ANA AJCC Partner Services C.Eligible adult education providers ( described in WIOA Title II). Attachment 2 D.Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301). E.Eligible vocational rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973). 7.Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes. 8.Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs-related payments that are necessary to enable an individual to participate in employment and training activities. 9.Unemployment Compensation: C01leet and provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center. 10.Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area. 11.Follow-Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment. Individualized Career _Services 12.Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include: A.Diagnostic Testing and use of other assessment tools; and B.In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals. 13.Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals. 14.Gronp Counseling 3 EXHIBIT 4 SANTA ANA AJCC Partner Services Attachment 2 Training Services: 15.Individual Counseling and Career Plauuiug 16.Case Management: For participants who receive training services under WIOA Section 134(d)(4). 17.Short-Term Prevocational Services: Can include development oflearning skills, communication skills, interviewing skills, punctuali1y, personal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or training. Services offered through a training provider to help individuals upgrade their skills, earn degrees and certifications, or otherwise enhance their employabili1y through learning and education. Types of training services include: 1.Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels. 2.On-the-Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages. 3.Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs 4.Training programs operated by the private sector 5.Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry-recognized certification or credential. 6.Entrepreneurial training 7.Job-readiness training 4 EXHIBIT 4 SANTA ANA AJCC Partner Services Attachment 2 Employer Services: 8.Adult Education and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law aod lack basic educational skills to enable the individuals to function effectively in society aod on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development aod ability to read, write, aod speak in English, compute, aod solve problems, at levels of proficiency necessary to function in society or on the job, 9.Customized training: Training that is designed to meet the special requirements of ao employer or group of employers aod that is conducted with a commitment by the employer to employ ao individual upon successful completion of the training aod for which the employer pays for a portion of the cost of training. Saota Ana Work Center services offered to employers include: 1.Employer needs assessment: Evaluation of employer needs, particularly future hiring aod talent needs. 2.Job posting: Receiving aod filling of job openings; searching resumes; providing access to a diverse labor pool. 3.Applicant pre-screening: Assessing caodidates according to the employer's requirements aod hiring needs; referring caodidates based on their knowledge, skills, aod abilities relative to the employer requirements. 4.Recruitment assistance: Raising awareness of employers aod job openings aod attracting individuals to apply for employment at a hiring orgaoization. Specific activities may include posting of employer announcements, provision of job applications, aod hosting job fairs aod mass recruitment. 5.Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees traosition into new positions. 6.Labor Market Information: Access to information on labor market trends, statistics, aod other data related to the economy, wages, industries, etc. 7.Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local training providers, federal laws aod requirements, tax information, apprenticeship 8.programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc. 9.Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, finaocing options, employee ownership options, placement assistaoce, worker assessments, establishment of transition centers, labor­ management committees, peer counseling, etc. 5 EXHIBIT 4 [ SANTA ANA AJCC Partner Services Attachment 2 Service Delivery Codes: How will your agency provide the services indicated? Code Method Des cription FT On-Site Staff Full Time PT On-Site Staff Part Time T Access Via Telephone A Access Via Antomated System B Brochure/Handout p Posting at One-Stop Center 0 Other NA Not Annlicable 6 EXHIBIT 4 Attachment 3 Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure and Other Costs Budget 2023-2024 S1nt1 Ana WORK Center (City of Santa Ana) 7,70S.21 31.43% Monthly Total Monthly Cost Oltegory/ Une Item Cost Details Monthly Cost Rent and Property Rent Equipment Cost Rent Base Rent CAM Charges Utilities/Maint/Services Telephone Services Per Person $765.00 $765.00 Shared Phones by usage persentage $95.71 $95.71 Security Guard $28.74 $1,873.13 $1,873.13 Total Utilities/Maintenance $2,734.32 $0.00 $2,734.32 "'Equipment Pone ystem Public Computers .,..Tech and Access Costs Network Wireless Bridge Access System/Card Data & Phone Cabling $0.00 Information Technology Cost $47.56 $47.56 u •••copier (Annual) clients only $48.49 $48.49 only $31.18 $31.18 Total Technology and Access $127.22 $127.22 In-Kind Infrastructure Total 4,067.82 18 ,598 .28 22,666.10 Revised 411212023 11 :DO ***Copiers are leased equipmem and are charged by percelllage. Additional charge/or usage will be calculated and chargetl EXHIBIT 4 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 Partner's Name (Example) Career Services: $541,376.00 •Eligibility Determination (1)•Outreach, Intake and Orientation (2)•Initial Assessment (3)•Job Search, Placement Assistance, and Career Counseling (4)•Employment Statistics-Labor Market Information ( 5)•Eligible Provi der 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)•Indivi dual Employment Plan Development (13)•Group Counseling (14)•Individual C0tmseling and Career Planning (15)•Case Management (16)•Short-Term Prevocational Services (17) Training $484,982.00 •Occupational Skills Training (1)•On-the-Job Training (OJT) (2)•Workplace and cooperative education (3)•Training programs operated by the private sector ( 4)•Skills upgrading and retraining ( 5)•Entrepreneurial training ( 6)•Job-readiness training (7)•Adult Education and Literacy programs (8) EXHIBIT 4 Attachment 3-1 APPLICABLE CAREER SERVICES •Customized training (9) Employer Services $209,549.20 •Employer needs assessment (I)•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 A version (8) Total Career Service Cost $1,235,907.20 EXHIBIT 4 Comprehensive Cost Allocation and Partner Contributions Square Footage % of Total Operational Cost I Paid for Based on Monthly Property Monthly Charges Monthly Rent+ Amo""' , '"· I Partner Program Office Sharing/ Square Rent• CAM Charges and Management for Equipment Equipment usage Kind Footage Fees Payment Ratio EDD I 9548.00 lsanta Ana WORK Center (City of Santa Ana) 7705.28 Department of Rehabilitation 219.03 !Social Services Agency-Family Self-Sufficiency 1191.60 lsanta Ana Housing Authority 438.06 lsER Jobs for Progress 219.03 !Community Action Partnerhip of OC Rancho Santiago Community College District !Total Rentable Space 19321.00 • Rent is $2.35 per Square foot with 3% increase annually 50.88% $ 38.43% $ 1.13% $ 6.17% $ 2.26% s 1.13% $ 100.00% Is 22,437.80 18,107.41 $ 514.72 $ 2,800.26 1,029.44 s 514.72 $ 4s,4o4.35 I s $ 490.87 $ 12.08 24.17 12.08 539.21 I $ 843.66 $ . $ $ s s $ 843.66 I s 5,436.51 $ 4,067.82 $ 138.70 $ 302.82 s 277.40 $ 138.70 $ 10,361.95 I s 28,717.97 22,666.10 $ 665.50 $ 3,103.08 1,331.02 665.50 51,149.11 I s Revised •• Yearly Career Services is reported by respective partners listed and may include but is not limited to partners payroll, client training expenses, client services expense, etc. . . 4/12/23 Attachment 4 Partner Contributions Yearly Career Services•• $ 1,493,317.04 $ 1,235,907.20 $ 2,945,349.48 $ 800,00 0.00 $ 82,290.00 $ 2,945,349.48 $ 225,000.00 $ 1,511,191.70 $ 6,556,863.72 11:33:35 AM EXHIBIT 4 FIRST AMENDMENT TO OFFICE LEASE BETWEEN SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendmonl") is entered into as of-,-----,-,-----,� 2023 (the "Effective Date") by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company (''La11cllprd"), and THE CITY OF SANTA ANA, a charter city and municipal corporation ("Tenant"). WITNESSETH: WHEREAS, Landlord, as successor-in-interest to CF SANTANA., LLC, a Delaware limited liability company, and Tenant entered into that certain Office Lease No. A-2017-264 dated October 7, 201 7, Tenant Estoppel Ce1iificate No. A-2017-264-0 I dated February 8, 2018, and Exhibit B Notice of Lease Term Dates No. A-2017-264-02 dated February 16, 2018 (hereinafter collectively referred to as the "Lease"), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19,321 rentable square feet of office space (the "Premises") in the building located at 80 I Civic Center Drive, Santa Ana, CA 92701 (the "Building"); WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: I.Incorporation of Recilgls. The above recitals are hereby incorpornted into this First Amendment as if fully set forth herein. As used herein the term "Lease'" shall mean the Lease as amended by this First Amendment. 2.Definitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless othe1wise specified herein. 3.Term. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Lease is hereby for a period of One Hundred Twenty (120) foll calendar months, commencing on July I, 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 I, 2023, Tenant shall pay Base Rent in the following amounts: Monthly Installment Annual Rental Rate Dates Annual Base Rent of Base Rent Rer RSF 7/1/2023 -6/30/2024 $544,852.20 $45,404.35 $2.35 ;9\0216,11 EXHIBIT 4 7/1/2024-6/30/2025 $561,197.77 $46,766.48 $2.42 7/1/2025 -6/30/2026 $578,033.70 $48,169.47 $2.49 7 / l/2026 -6/30/2027 $595,374.71 $49,614.56 $2.57 7/1/2027-6/30/2028 $6 I 3,235.95 $51,103.00 $2.64 7/1/2028-6/30/2029 $631,633.03 $52,636.09 $2.72 7/1/2029-6/30/2030 $650,582.02 $54,215.17 $2.81 7/1/2030-6/30/2031 $670,099.48 $55,841.62 $2.89 7/1/2031-6/30/2032 $690,202.47 $57,516.87 $2.98 7/1 /2032-6/30/2033 $710,908.54 $59,242.38 $3.07 5.Base Year. The "Base Ygur" is hereby amended to reflect calendar year 2023, 6.Subsection 14.1, Waiver of Liability and Indemnification, of the Standard Lease Provisions, is hereby amended as follows: Except to the extent caused by the gross negligence of Landlord or its agents, contractors or employees, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss of profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub-surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, prntect 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 ot· any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defond 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.Tem111t Improvements. Landlord consents to (but does not require) Tenant's completion of certain improvements to the Premises (collectively, the "Tenant Improvements"), subject to the terms and conditions of Exhibit A attached hereto and made a part hereof. 8.As-ls Condition. Tenant accepts the Premises in its "AS-IS, WHERE-IS" condition as of the Effective Date. and Landlord makes no representation or warranty concerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorate or paint the Premises or any improvement on or a part of the Premises, except as may be otherwise set forth in the Lease. Tenant represents that (a) it has been in possession of the Premises pursuant to the Lease, (b) it has inspected tbe Premises prior to execution of this First Amendment, (c)it is not relying on any statement, representation or warranty of Landlord, its employees or agents, and (d) is fully satisfied with the condition of the Premises.2 5910216.11 EXHIBIT 4 9. following: Parking. Section 2.3.2(c)(ii) is hereby deleted in its entirety and replaced with the "Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without chat·ge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of thirty (30) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of one hundred eighty (180) and the number of days in such calendar month (d uring the Term), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that (x) Landlord shall not., at any time during the Term, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of two hundred ten (210) and the number of days in such calendar month (during the Term) and (y) any Project Parking Validations provided by Landlord with respect to any pa1ticular calendar month that are not used during such calendar month shall, at the election of Landlord, either: (I) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(E) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any pa1ticular day). "Short Term Project Parking Validations" means Project Parking Val idations 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 (I) hour without charge." I 0. No Default. Each of Landlord and Tenant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, 01· event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. 11.Affirmation of Lease Terms. Except as modified by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in full force and effect. [n the event there is any conflict between the terms of the Lease and the terms set forth in this First Amendment, the terms specifically set out in this First Amendment shall control. From and after the Effective Date, any and all references to "the Lease" or "this Lease'' in the Lease shall mean the Lease as modified by this First Amendment. 12.Mutual Autl19Jjza_li.9n Represcnt,;Jion. Each of Landlord and Tenant hereby represent and warrant to each other that: (a) this First Amendment (and each term and provision hereot) 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. 3 5910216.11 EXHIBIT 4 13.Brokemge. Landlord and Tenant each represent that they had no dealings with any real estate broker, finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the ''Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Tenant. Landlord shall indemnify Tenant and hold Tenant harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commission or fees claimed by any real estate broker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord. 14.Miscellaneous. The submission ofan unsigned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (b) may be executed in two or more counterparts, all of which together shall constitute but one and the same agreeme nt, (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 Ag,·eement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereot; 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-SJGN and Counterparts. Landlord and Tenant agree: (a) that a party's electronic signature with respect to this Lease has been executed or adopted by the signatory with the intent to sign, and be bound by, this Lease; (b) delivery of this Lease via electronic transmission or other electrnnic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintained as elec tronic records; (d) photocopies, facsimile transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be valid, binding, effective and en forceable the same as originals for all purposes, and may be so admitted in any judicial prnceeding, 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 01· 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, et seq., the Uniform Electronic Transactions Act as incorporated into applicable law, and any other applicable law pertaining to electronic signatures. !Remainder of'Pgge lnl<lhliona/lv Blank: Signature Page Follows! 4 5910216.11 EXHIBIT 4 TN 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 By: Jose Montoya, Assistant City Attorney RECOMMENDED FOR APPROVAL: Mike Garcia Executive Director Community Development Agency CITY OF SANT A ANA (TENANT): Kristine Ridge City Manager LANDLORD: SANTA ANA CA I SGF, LLC, a Delaware limited liability company By � ,/!,di-lut,)7<<(1/U N,unt. Pe I Ill:. lU1 7-11-,rt-.+--�--­Title: tJ,,.,,f4.t ,· •3.,,,/ ;,) uakr Mike Garcia -Executive Director Community Development Agency [SIGNATURE PAGE TO FIRST AMENDMENT TO OFFICE LEASEJ 5910216.11 EXHIBIT 4 EXHIBIT A WORK LETTER THIS WORK LETTER (this "Work Leue1·") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises. 1. P111·11ose. This Work Letter establishe s responsibilities for the design and construction of the Tenant lmprovements 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 themeanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a)"Approved Working Drawings" is defined in Section 3(c) hereat: (b)"Building Systems" means the structural portions of the Building, the common area restrooms, elevators, the Building's HY AC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire sprinklers). (c)"Contractor'' means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to Sectipn 4 hereof. (d)"Cost Proposal" is defined in Scctipn 5(a) hereof. (e)"Days" means, unless otherwise indicated, calendar days, (t)"Landlord Coordination Fee" means a fee equal to five percent (5%) of the hard and soft costs of the Landlord Work charged by Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g)"Landlord's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inqui ry or other communication from or on behalf of Landlord in connection with lhis Work Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five (5) days' advance written notice to Tenant. (h)''Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 5910216.11 EXHIBIT 4 (i)"Over-Allowance Amount" is defined in Section I O(d) hereof. U)"Permits" is defined in s�ction 6(a) hereof. (k)"Punch List Work" means those minor corrections of construction ordecoration details, and minor mechanical adjustments, that are required to cause any applicable po11ion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects and that du not materially interfere with Tenant's use or occupancy of the Building and the Premises. (I)"Space Plan" is defined in Section 3/a) hereof. (111)"Space Plan Allowance" shall be Zero and 15/100 Dollars ($0.15) per rentable square foot of the Premises (i.e., up to $2,898.15), based on 19,321 rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom. (n)'"Substantial Completion" of the Tenant Improvements shall be deemed to have occurred on the date that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary ce11ificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by 1·eason 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 san1e can be obtained. (o)"Tenant Allowance" shall be Twenty-Eight and 00/100 Dollars ($28.00) per rentable square foot of the Premises (i.e., up to $540,988.00), based on 19,321 rentable square feet of the Premises. (p)"Tenant Contractor" or "Tenant Contractors'' means any employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether or not directly employed by Tenant, each of whom shall be reasonably approved by Landlord before they may work in the Building. ;910216.11 (q)"Tenant Delay" means a delay caused by any ufthe following: (l)Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval; (ii)a breach by Tenant of the terms of this Work Letter or the Lease; (iii)Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises; 7 EXHIBIT 4 (iv)Tenant's requirement for: (A) materials, components, finishes, or improvements which are different from, 01· 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 Pt·emises; or (v)any other acts or omissions of Tenant, or of any of the Tenant Con tractors, their agents, or employees that continue more than one ( 1) day after written notice thereof by Landlord. (r)"Tenant FF&E Allowance: means a portion of the Tenant Allowance inthe amount of up to Ten and 00/100 Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $193,210.00), which Tenant may use for Tenant's furniture, fixtures and equipment to be purchased and installed in the Premises and any costs of data cabling and IT infrastructure in connection with Tenant's furniture, fixtures and equipment. (s)"Tenant's Representative" means the Executive Director, Community Development, or the Economic Development Manager or their designee (eit her such individual acting alone) as the only pcrson[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is in writing from Tenant's Representative. Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord. 3. (t)"Working Drawings" is defined in Section 3(bl hereof. Pinn Approval. (a)Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detailed space plans (collectively, the "Space Plan") for the construction of the Tenant Improvements, which space plans shall be prepared by Landlord's architect and subject to Tenant's reasonable approval within ten ( I 0) days after receipt thereof. (b)Promptly following Tenant's approval of the Space Plan, Landlord shallcause its architect and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings fo1· 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 sliall approve or disapprove the Working Drawings in writing within fourteen {14) business days after receipt. Tenant may only disapprove the Working Drawings to the extent such Working Drawings are inconsislenl with the Space Plan and only if Tenant delivers to Landlord, within such fourteen ( 14) business day period, specific changes proposed by Tenant which arc consistent with the Space Plan. If any such revisions are timely and propel'ly proposed by Tenant, Landlot'd shall cause its architect and 8 5910216.11 EXHIBIT 4 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 arc finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approval of the Working Drawings, including any agreed changes pursuant to Sections 5 and 6, the same shall be known as the "Approved Working Drawings". 4, Construction Contracts. Landlord shall enter into a construction contract for the performance of the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three (3) bids from each trade (other than mechanical, electrical, plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable effo1ts to avoid disruption of Tenant's business and to protect the health & safety of Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise., vibration, fumes, dust and other pol lution, and to the extent practicable, perform work outside of normal business hours. 5.Cost Estimate. (a)Landlord shall provide Tenant with a cost pr oposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant Improvements (the ''Cost Proposal"). The Cost Proposal shall be provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant the economic terms of the constmction agreement with the Contractor (including, without limitation, the cost of labor and materials. contractor fees and permit fees), as well as all bids received by Lalldlord for the Landlord Work, and reasonable documentation supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work). (b)Within ten (10) days of the receipt of the same, Tenant shall either: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-lime right to modify as provided in this section, any proposed changes to the Working Drawings (other than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be umeasonably 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 ( I 0) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions atld revised Cost Proposal within such ten (I 0) day period; such failure shall be deemed to be a Tenant Delay. Any delays arising from further changes to the Working Drawings requested by Tenant shall be deemed to be Tenant Delays. (c)Tenant's final written approval of the Cost Proposal and the Apprnved Working Drawings shall be authorization by Tenant for Landlol'd to purchase all materials 9 5910216,11 EXHIBIT 4 set forth in the Cost Proposal and to promptly co mmence the co nstruction 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 Perm its 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 ApprovedWorking Drawings, Tenant shall be deemed to have approved any adjustments to the Approved Working Drawings and the Cost Proposal resulting therefrom. If any Authority issuing Permits for the co nstruction of the Tenant Improvements shall impose terms or conditions upon the construction thereof that: (i) are inconsistent with Landlord's obligat ions hereunder; (ii) increase the cost of constructing the Tenant Improvements; or (iii) will materially delay the construction of the Tenant Improvements, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 7. Change Re11ucsts. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. If Tenant requests a change that would directly or indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall not be obligated to make such change unless Tenant agrees in writing that such delay (in the amount reasonably determined by Landlord) is a Tenant Delay. If Tenant requests a change to the Approved Working Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such change unless Tenant agrees in writing to pay any such increase in costs in accordance with Section 10, 8, Subst1111ti11I Comuletion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thereof in writing, Tenant's Representative and Landlord's Representative shall at a mutually convenient date and time [but in no event later than ten ( 10) days after such notice] conduct a joint walk-through of the Premises in order to review the Tenant Improvements, Based upon said walk-through, Landlord's Representative and Tenant's Representative shall prepare a list of Punch List Work and, subject to Force Majeure, Tenant Delays and other causes beyond La ndlord'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 Landlot·d's architect rende1·s a final decision on the dispute. The decision of Landlord's architect shall be final and binding on the parties, Tenant agrees that, at the request of Landlord from time to time after the initial inspection, Tenant shall initial such punch list or execute revised lists of Punch List Work to reflect completion or partial completion of prior Punch List Work. 10 5910216.11 EXHIBIT 4 9. Access by Tenant. Subject to the terms hereof and provided that Tenant and its agents do not interfere with the Contractor's work in the Building and the Premises., Landlord shall allow Tenant and any of the Tenant Contractors access to the appl icable po1tions of the Premises at least ten (I 0) days prior to the Substantial Completion of the Landlord Work for the purpose of installing equipment and/or fixtures (including Tenant's data and telephone equipment) and Tenant's furniture in the Premises. Prior to Tenant's entry into the Premises, Tenant shall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. In connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall folly cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representatives in performing work in the Building and the Premises, or in performing any inspections, or interfere with the general operation of the Building. If at any time any of the Tenant Contractors shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate). Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any Tenant Contractor shall be deemed to be subject to all the terms, covenants, conditions, and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Lease Comtnencetnent Date). l0.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 (ii) the costs of the Tenant Work in an amount up to, but not exceeding, the Tenant Allowance. Landlord shall deduct the Landlord Coordination Fee of the Tenant Improvements from the Tenant Allowance. (b)In no event shall Landlord be obligated to pay for the costs of any of Tenant's furniture, computer systems, telephone systems, equipment, m· other personal property (whether or not such items may be depicted on the Approved Working Drawings) that exceed the Tenant FF&E Allowance. Eligible costs that exceed the Tenant FF&E Allowance shall be borne by Tenant. (c)In the event that all costs associated with the Space Plan and design, permitting, and construction of the Tenant Improvements, including the Landlord Coordination Fee, exceeds the Space Plan Allowance and/or the Tenant Allowance., as applicable, the amount of such excess (the "Over-Allowance Amount") shall be paid by Tenant to Landlord within thirty (30) days following delive1-y of an invoice by Landlord. Tenant shall not be responsible for the Over-Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay. 11 5910216.11 EXHIBIT 4 (d)Tenant shall not be entitled to receive (in cash or as a credit against any rental or otherwise) any portion of the Tenant Allowance not used to pay for the costs of the design, permitting_, and construction of the Tenant Improvements. 11.Miscellaneous. (a)All Tenant Improvements to be performed by Landlord (and any installations in the Premises as set forth in the Approved Working Drawings, or otherwise) shall use Building-standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification of the Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of the Demised Premises for the Permitted Use. (b)Tenant acknowledges that the timely completion of the Tenant Imp rovements is of the utmost impo11ance to Landlord and Tenant. Acco1·dingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or related to the design and construction of the Tenant Improvements and the completion of the permitting process and, in connection therewith, Tenant shall respond to Landlord's requests for information and/or approvals, except as specifically set forth herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be useful or appropriate, shall meet on a scheduled ba sis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same. (c)If at any time 011 or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease. which default remains uncured after the expiration of applicable notice and cure periods, then: (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to instruct the Contractor to cease the construction of the Landlord Work (in which case, Tenant shall be responsible for the Tenant Delay caused by such work stoppage); and (ii) all other obligations ofLandlord under the terms of this Work Letter shall be suspended until such time as such default is fully and finally cured. (d)Landlord hereby assigns to Tenant all warranties by Contractor relating to the Tenant Improvements, which assignment shall be on a non-exclusive basis such that the warranties may be enforced by Landlord and/or Tenant; such warranties shall be for a twelve ( 12) month period. (e)Any portion of the Tenant Allowance not used within thirty-six (36) months of the Effective Date of this First Amendmen t shall be forfeited with no further obligation by Landlord with respect thereto. ln 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 ofTenant's furniturn, fixtures and equipment. 12 5910216.11 EXHIBIT 4