Agenda packet — Santa Ana City Council, June 6, 2023 (part 4 of 10)

EXHIBIT 3a
City Council 38 – 52 6/6/2023
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
City Council 38 – 53 6/6/2023
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
Department (EDD} authorized under chapter 41 of title 38, U.S.C.

Employment Trade Adjustment Assistance (TAA),
Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD} Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment 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
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 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
City Council 38 – 54 6/6/2023
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
City Council 38 – 55 6/6/2023
AJCC Partners Location and Map
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Attachment 1
Attachment 1
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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
City Council 38 – 56 6/6/2023
[ 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 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
1 EXHIBIT 3a
City Council 38 – 57 6/6/2023
[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, 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) 2 EXHIBIT 3a
City Council 38 – 58 6/6/2023
[ 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
City Council 38 – 59 6/6/2023
[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
City Council 38 – 60 6/6/2023
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
City Council 38 – 61 6/6/2023
[SANTAANA AJCC Partner Services Attachment 2

Service Delivery Codes: How will your agency provide the services indicated? Code Method Description
FT On-Site Staff Full Time
PT On-Site Staff Part Time
T Access Via Telephone
A Access Via Automated System
B Brochure/Handout
p Posting at One-Stop Center
0 Other
NA Not Applicable
6 EXHIBIT 3a
City Council 38 – 62 6/6/2023
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
City Council 38 – 63 6/6/2023
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
City Council 38 – 64 6/6/2023
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
City Council 38 – 65 6/6/2023
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: InOffice 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
City Council 38 – 66 6/6/2023

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 and Tenant leased f
rom 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 the Lease 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
City Council 38 – 67 6/6/2023
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/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 f
rom 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 f
rom 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 or agents, and (d) is fully satisfied with the condition of the Premises. 2 5910216.11
EXHIBIT 3a
City Council 38 – 68 6/6/2023

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 Landlord) or (2) be credited 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 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 ;910216.11
EXHIBIT 3a
City Council 38 – 69 6/6/2023

13. Brokerage. Landlord and Tenant each represent that they had no dealings with any real estate broker, finder, or other person with respect to this First Amendment in any manner, other than Lee & Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the ''Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless f
rom 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 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 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 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
City Council 38 – 70 6/6/2023
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
RECOMMENDED FOR APPROVAL:

Mike Garcia
Executive Director
Community Development Agency
CITY OF SANTA ANA (TENANT):

Kristine Ridge
City Manager
LANDLORD:

SANTA ANA CA I SGF, LLC,
a Delaware limited liability company
·0
a; �'i,,. /m,,J}u,tu N,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
City Council 38 – 71 6/6/2023

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 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 Improvements. The terms, conditions, and requirements of the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter.

2. Definitions. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in Section 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 equipment (including, but not limited to, the fire alarm and fire sprinklers).
(c) "Contractor" means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to Section 4 hereof. (d) "Cost Proposal" is defined in Section 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, 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 3a
City Council 38 – 72 6/6/2023
(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
City Council 38 – 73 6/6/2023
(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 person[s] authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf of Tenant in connection with this Work Letter unless such communication is in writing from Tenant's Representative.

Tenant may change the Tenant's Representative[s] at any time upon not less than five (5) days' advance written notice to Landlord.
(t) "Working Drawings'' is defined in Section ;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 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 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
City Council 38 – 74 6/6/2023
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 qualified bidder unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise reasonable efforts to avoid disruption of Tenant's business and to protect the health & safety of Tenant., its employees and its guests. This shall include, at a minimum, using all feasible methods to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, perform work outside of normal business hours.

5. Cost Estimate.
(a) Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of the Tenant 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
City Council 38 – 75 6/6/2023
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 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 eliminate any 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 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 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
City Council 38 – 76 6/6/2023

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 (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate).

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 tor the Over-Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay. 11 5910216.11
EXHIBIT 3a
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(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
City Council 38 – 78 6/6/2023
DRAFT
Memorandum of Understanding
Between the
Santa Ana Workforce Development Board
and
EXHIBIT 4
City Council 38 – 79 6/6/2023

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 Development 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
City Council 38 – 80 6/6/2023
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 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 making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include:
a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base;
c) Educating Santa Ana's current and future workforce through classroom pre-training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the 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
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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;
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h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment;

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 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 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
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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 conditions, including employer needs.

Parties agree to the co-enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one-stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention.

Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU.

Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers.

Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with:

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;
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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 imposed by the regulations issued pursuant to these acts.

The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES
Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through:
a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint 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
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Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services.
9) REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for Partners and customers;
c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate;
d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys;
f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results 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.
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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 employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee( s ), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters.
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);
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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 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;
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c. Equipment, including assessment-related products and assistive technology for individuals with disabilities; and,
d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities.

Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU.
13) COST ALLOCATION METHODOLOGY
The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the 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 noninfrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance 11 EXHIBIT 4
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Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share.

If third-party in-kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners.
a. Cash
Cash funds provided to the 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 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
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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 A13 EXHIBIT 4
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protected education records, confidential information 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
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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
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
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25) SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force.
26) DRUG AND ALCOHOL-FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug-Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug-free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94.
27) CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti-Lobbying Amendment (31 U.S.C. 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 service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the WagnerPeyser 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
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Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32) TERMINATION
This MOU will remain in effect until the end date specified in section 4 above, unless:
a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any 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
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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
City Council 38 – 96 6/6/2023
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
Workforce Development Board Chair

FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER
AJCC Partner
19 EXHIBIT 4
City Council 38 – 97 6/6/2023
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
City Council 38 – 98 6/6/2023
*
AJCC Partners Location and Map
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, if,:\ 132S :c. 41h SI. � 5.int.:! o'l.1.:i G', 97?0 I EXHIBIT 4
City Council 38 – 99 6/6/2023
[ 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
City Council 38 – 100 6/6/2023
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

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.

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
City Council 38 – 101 6/6/2023
[ 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.

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.

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
City Council 38 – 102 6/6/2023
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.

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
City Council 38 – 103 6/6/2023
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.

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, labormanagement committees, peer counseling, etc. 5 EXHIBIT 4
City Council 38 – 104 6/6/2023
[ SANTA ANA AJCC Partner Services Attachment 2
Service Delivery Codes: How will your agency provide the services indicated? Code Method Description
FT On-Site Staff Full Time
PT On-Site Staff Part Time
T Access Via Telephone
A Access Via Antomated System
B Brochure/Handout
p Posting at One-Stop Center
0 Other
NA Not Annlicable
6 EXHIBIT 4
City Council 38 – 105 6/6/2023
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
City Council 38 – 106 6/6/2023
Attachment 3-1

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 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 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
City Council 38 – 107 6/6/2023
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
City Council 38 – 108 6/6/2023
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
$ 800,000.00
$ 82,290.00
$ 2,945,349.48
$ 225,000.00
$ 1,511,191.70
$ 6,556,863.72
11:33:35 AM
EXHIBIT 4
City Council 38 – 109 6/6/2023

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 f
rom 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
City Council 38 – 110 6/6/2023
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 f
rom 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
City Council 38 – 111 6/6/2023

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 (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 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 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, 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
City Council 38 – 112 6/6/2023

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 f
rom 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 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 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 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
City Council 38 – 113 6/6/2023
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:. lU17-
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
City Council 38 – 114 6/6/2023

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 establishes 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 the meanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in Section 3(c) 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, inquiry or other communication f r
om 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
City Council 38 – 115 6/6/2023
(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 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 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
City Council 38 – 116 6/6/2023
(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 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 00/100 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 shall cause 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
City Council 38 – 117 6/6/2023
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 qualif ied 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 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 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 f
r
om 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
City Council 38 – 118 6/6/2023
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 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 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 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 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 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
City Council 38 – 119 6/6/2023

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 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).
l 0. 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
City Council 38 – 120 6/6/2023
(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 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 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 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 Amendment 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
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Police Department
www.santa-ana.org/police
Item # 39
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 6, 2023
TOPIC: Law Enforcement Helicopter Services

AGENDA TITLE
Approve Agreement with the County of Orange for Law Enforcement Helicopter Services in the Amount of $1,785,092 (General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager to execute a three-year agreement with the County of Orange, Sheriff-Coroner Department, for helicopter services for the period of July 1, 2023 through June 30, 2026, subject to non-substantive changes approved by the City Manager and City Attorney.

2. Authorize the City Manager to execute subsequent amendments in year two (July 1, 2024 - June 30, 2025) and year three (July 1, 2025 - June 30, 2026) for the contract amount of the first year of this agreement, $539,303, plus up to ten percent, for a three-year not-to-exceed amount of $1,785,092.

DISCUSSION
In October 1994, the City of Santa Ana began participating in the Airborne Law Enforcement Services (ABLE) program. ABLE was a regional helicopter program that combined resources from the City of Costa Mesa, the City of Newport Beach, and the City of Santa Ana. In 2011, ABLE was discontinued, and the City transitioned over to a similar program administered by the County of Orange for this service.

Airborne Law Enforcement Services allow the Santa Ana Police Department to provide a rapid enhanced response to incidents posing the greatest risk to the public, including robberies, burglaries, assaults, and fleeing felons. Additionally, the helicopter is utilized to assist in locating missing persons, coordinating fire department response, and locating individuals in need of rescue. This contract with the Orange County Sheriff’s Department will provide helicopter services for the City of Santa Ana from July 1, 2023 through June 30, 2026. The County will provide 365 hours of helicopter service per year under this agreement. The Santa Ana Police Department will also provide one full-time sworn pilot/observer to the Orange County Sheriff’s Department for this program.

City Council 39 – 1 6/6/2023
Law Enforcement Helicopter Services
June 6, 2023

Page 2 ends

Flight hours that are deemed countywide service will not be counted towards the contracted flight hours per year. The following types of calls are deemed countywide service: vehicle pursuits, bank robberies involving tracking systems, stolen vehicles equipped with tracking systems, riots, felonious suspects within a perimeter, assaults involving a weapon, or an officer in need of assistance. The County will provide the City with a monthly flying hour report detailing assigned call time, patrol time, and countywide service time spent over the City's jurisdiction as provided by Sheriff aircrews.

The first-year agreement cost is $539,302.10. Due to the inherent unknown nature of providing airborne law enforcement services, the County will reevaluate the cost of this service annually and provide the City with an annual cost estimate. If this item is approved as presented, the City Council will authorize the City Manager to execute subsequent amendments for years two and three as long as the annual increases do not exceed ten percent. Any increase beyond ten percent for any amendment of this agreement will require City Council approval.

FISCAL IMPACT
Funding will be available in the FY 2023-24 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows:

Fiscal
Year
Accounting Unit –
Account No.

Fund
Description
Accounting Unit,
Account Description Amount
FY 23-24 01114420-62300 General
Fund
Field Operations,
Contract ServicesProfessional$ 539,303
FY 24-25 01114420-62300 General
Fund
Field Operations,
Contract ServicesProfessional$ 593,233
FY 25-26 01114420-62300 General
Fund
Field Operations,
Contract ServicesProfessional$ 652,556
Total $1,785,092
The annual amounts for Years 2 and 3 represent the maximum increase of ten percent that the City Manager is authorized to approve. However, actual annual increases may be less than shown.

EXHIBIT(S)

1. Agreement with the County of Orange
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
City Council 39 – 2 6/6/2023

Page 1 of 7 ends

AGREEMENT FOR

LAW ENFORCEMENT HELICOPTER SERVICES

BETWEEN THE CITY OF SANTA ANA

AND THE

COUNTY OF ORANGE
This Agreement is made by and between the 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
based on the following:

A. COUNTY, through its SHERIFF-CORONER (hereinafter referred to as SHERIFF ), employs, maintains, trains and equips personnel capable of responding to requests for law enforcement helicopter services from ground based law enforcement personnel.

B. CITY is responsible for providing law enforcement services within its jurisdiction, which include law enforcement helicopter services.

C. COUNTY represents that it is qualified and willing to operate said services.

TERM
This Agreement shall commence on July 1, 2023 and end on June 30, 2026 unless earlier terminated by either party.

OPTIONAL TERMINATION
COUNTY or CITY may terminate this Agreement, without cause, upon thirty (30) days written notice to the other party.

PURPOSE

1.01 The purpose of this Agreement is to provide law enforcement helicopter services to CITY s land and residents and for CITY to pay for the cost of the services provided by COUNTY.

1.02 Nothing in this Agreement shall be interpreted to give CITY a right to services from COUNTY. COUNTY expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities, properties and personnel in providing law enforcement helicopter services to CITY pursuant to this Agreement. CITY acknowledges and agrees that the efficient use of public safety helicopter services requires a timely and prioritized response of a helicopter. CITY agrees that COUNTY will have the sole discretion to determine the EXHIBIT 1
City Council 39 – 3 6/6/2023

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priority of calls for service and when an assignment of an air crew to a call will be terminated.

1.03 Notwithstanding anything in the Agreement to the contrary, the CITY expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities, properties and personnel in providing ground based public safety services to its land and residents.

COUNTY PROVIDED SERVICES

2.01 COUNTY will furnish the CITY with public safety helicopter services as more ated herein by this
reference. COUNTY and helicopter aircrews retain the sole and exclusive discretion as to the specific type, nature, timing and duration of the services performed pursuant to this Agreement.

2.02 In no event shall SHERIFF or the aircrew be responsible for the direction and control of ground based law enforcement personnel and equipment of CITY during the course and scope of the services performed pursuant to this Agreement.

CITY DUTIES

3.01 CITY shall pay COUNTY as determined by COUNTY pursuant to Paragraph

4.01 of this Agreement, for services provided by COUNTY under this Agreement. The services performed by the SHERIFF helicopter shall commence as of the date and time the helicopter is dispatched to, or arrives over, the airspace of the CITY, whichever occurs first. These services shall continue until the aircrew notifies the CITY that the assignment is complete or that the assignment must be terminated due to a higher priority assignment. Services performed by SHERIFF helicopter for the CITY shall be defined as:

A. A direct request for air support services by the CITY where a SHERIFF helicopter arrives over the incident as logged by the aircrew (operationally identified as Helicopter Assigned) or;
B. Any public safety call generated by the CITY and monitored by a SHERIFF aircrew in which they arrive over the incident as logged by the aircrew (operationally identified as Call Monitored and Responded) or;
C. Routine patrol over CITY s jurisdictional areas and observe an incident (operationally identified as Observation Response); or
D. Dispatched to a special assignment (operationally identified as Detailed Assignment).

The CITY may authorize its ground based public safety supervision to cancel any response by SHERIFF helicopter.

City Council 39 – 4 6/6/2023

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3.02 CITY agrees to comply with the Federal Aviation Regulations (FAR) Part 91 and Section V 1.18.0 in making calls for services, which establishes priority for calls to SHERIFF.

3.03 CITY agrees to install within its communications/dispatch center any radio equipment necessary to communicate directly with SHERIFF on the designated

SHERIFF
installation shall be paid by CITY.

ANNUAL FLIGHT HOURS, COST AND PAYMENT

4.01 The COUNTY shall provide Three Hundred and Sixty-Five (365) flight hours to the CITY per year. Pursuant to Government Code Section 51350, CITY agrees to pay to COUNTY the full cost of performing the services mutually agreed upon in this Agreement. CITY shall pay COUNTY the annual operating cost as set forth in Exhibit for Three Hundred and Sixty-Five (365) flight hours of service provided to CITY for the first year of this agreement (July 1,
2023 - June 30, 2024). For each subsequent year of this Agreement, a written amendment will be executed to amend the Annual Flight Hours, Cost and Payment section of the Agreement and Exhibit A. Any services in excess of the contracted flight hours per year, on an annual basis, shall be billed at the hourly rate set forth in Exhibit The Santa Ana City Council delegates authority to the City Manager to execute the subsequent amendments in year two (July 1, 2024-June 30, 2025) and year three (July 1, 2025-June 30, 2026) for the contract amount of the first year of this agreement as and any potential future salary and
benefit changes as set forth in Section 4.04. Any increase beyond ten percent for any amendment of this Agreement will require City Council approval.

4.02 Flight hours that are deemed countywide service will not be counted towards the contracted flight hours per year. The following type calls are deemed countywide service: Vehicle pursuits, bank robberies involving tracking systems, stolen vehicles equipped with tracking systems, riots, felonious suspects within a perimeter, assaults involving a weapon or an officer in need of assistance. CITY shall not receive a refund if the total flight hours, on an annual basis, are less than the contracted flight hours per year. Upon thirty (30) days written notice to CITY, COUNTY may adjust the hourly COUNTY
time per call. COUNTY will provide CITY with a monthly invoice that is one twelfth of the annual Contract Amount. CITY shall pay COUNTY the Contract Amount set forth in B

4.03 COUNTY will provide the CITY with a monthly flying hour report detailing assigned call time, patrol time and countywide service time spent over the CITY jurisdiction as provided by SHERIFF aircrews. The CITY shall notify the SHERIFF s Special Enforcement Bureau Commander within ten (10) days of receipt of the monthly flying hour report of any disputed call times. The Special Enforcement Bureau Commander and the CITY Supervisor will review the service provided by SHERIFF on a monthly basis to ensure that it c
The Special Enforcement Bureau Commander will be responsible for resolving disputes City Council 39 – 5 6/6/2023

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4.04 The cost of potential future salary and benefit increases or decreases are not included in the costs set forth in of this Agreement. If COUNTY incurs or becomes obligated to pay for any such increases for or on account of personnel whose costs are included in the calculations of costs charged to CITY hereunder, CITY shall pay COUNTY, in addition to the cost of service set forth in of this Agreement, the full costs of said increases to the extent such increases are attributable to work performed by such personnel after July 1, 2
shall be deemed to have increased accordingly. CITY shall pay COUNTY in full for such increases on a pro-rata basis over the portion of the period between July 1, 2023 and June 30, 2024 remaining after COUNTY notifies CITY that increases are payable.

In the event that salaries and benefits costs for COUNTY employees decrease for or on account of personnel whose costs are included in the calculations of costs charged to CITY hereunder, COUNTY shall notify CITY of decreased cost and bill

INDEMNIFICATION

5.01 CITY agrees that COUNTY should be fully protected from any loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the performance of services pursuant to this Agreement. Accordingly, the provisions of this Agreement should be construed and interpreted to provide the fullest possible protection to COUNTY. CITY acknowledges that COUNTY would not provide services in the absence of the commitments of CITY as specified in this Agreement.

5.02 To the fullest extent permitted by law, CITY shall defend at its expense including attorney fees and with counsel approved in writing by COUNTY, indemnify and hold harmless COUNTY and its officers, employees, and agents (collectively, the ) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including s fees, disbursements and court costs) may arise from or in any manner relate directly or indirectly to any services provided under this Agreement including, but not limited to, activities that relate in any way to this Agreement including the negligent and/or willful acts, errors and/or omissions of CITY, its elected and appointed officials, officers, agents, employees, subcontractors or independent contractors. Notwithstanding the foregoing, nothing herein shall be construed to require CITY to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable.

5.03 COUNTY shall defend at its expense including attorney fees and with counsel approved in writing by CITY, indemnify and hold harmless CITY and its officers, employees, and agents with respect to any claim, loss, liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the sole negligence or willful misconduct by COUNTY, its elected and appointed officials, officers, agents, employees, subcontractors or independent contractors.

City Council 39 – 6 6/6/2023

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5.04 If judgment is entered against CITY and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of either party, CITY and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

5.05 Both agencies agree to maintain a program of self insurance or be insured for liability coverage.

MISCELLANEOUS PROVISIONS

6.01 Each party to this Agreement shall immediately notify the other of any litigation or claim that is asserted by or against either party regarding this Agreement.

6.02 The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.

6.03 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this agreement shall continue in full force and effect.

6.04 This Agreement may be modified or amended only by a written document executed by both COUNTY and CITY.

6.05 The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement, or any other rule of construction which might otherwise apply, except as provided for in Section 5.01.

6.06 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein.

6.07 A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

6.08 Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior written approval of COUNTY and CITY.

City Council 39 – 7 6/6/2023

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6.09 All notices authorized or required by this Agreement shall be effective when written and deposited in the United States mail, first class postage prepaid and addressed as follows:

CITY: CITY OF SANTA ANA CLERK OF THE COUNCIL
20 CIVIC CENTER PLAZA (M-30)
SANTA ANA, CA 92702

ATTN: TAMARA BOGOSIAN
20 CIVIC CENTER PLAZA (M-29)
SANTA ANA, CA 92702
With Courtesy Copy:

ATTN: CHIEF OF POLICE City of Santa Ana
60 CIVIC CENTER PLAZA
SANTA ANA, CA 92702
COUNTY: ATTN: LAW ENFORCEMENT CONTRACT MANAGER

SHERIFF-CORONER DEPARTMENT
320 N. FLOWER STREET, SUITE 108
SANTA ANA, CA 92703
Termination notices shall be effective when written and deposited in the United States mail, certified, return receipt requested and addressed as above.

City Council 39 – 8 6/6/2023

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the County of Orange, State of California.

CITY OF SANTA ANA
DATED: ___________ _________________________ Kristine Ridge, City Manager City of Santa Ana
ATTEST:
__________________________

Clerk of the Council
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
_______________________ By: Tamara Bogosian
Assistant City Attorney
RECOMMENDED FOR APPROVAL: _______________________ David Valentin Chief of Police

COUNTY OF ORANGE
DATED:___________
BY:_______________________________
Chairman of the Board of Supervisors
Signed and certified that a copy of this
document has been delivered to the Chair
of the Board per G.C. Sec. 25103,
Resolution 79-1535
Attest: _____________________________ Robin Stieler
Clerk of the Board of Supervisors
Orange County, California
APPROVED AS TO FORM:

Office of the County Counsel
Orange County, California
BY:__________________________
Deputy
RECOMMENDED FOR APPROVAL: _________________________ Don Barnes Sheriff-Coroner
City Council 39 – 9 6/6/2023
Exhibit A (Effective 7/1/23) Page 1 of 1
EXHIBIT “A”
(Effective July 1, 2023)
The fees set forth in this exhibit represent the total cost of service provided by the COUNTY, through its SHERIFF-CORONER (SHERIFF), to CITY for fiscal year 2023-24.

ANNUAL OPERATING COST
JULY 1, 2023 THROUGH JUNE 30, 2024
$539,302.10

HOURLY RATE FOR HOURS IN EXCESS OF THREE HUNDRED AND SIXTY-FIVE (365) FLIGHT HOURS FROM JULY 1, 2023 THROUGH JUNE 30, 2024 $1,477.54
The annual operating cost shall be divided into twelve equal monthly payments of $44,941.84 ($539,302.10 divided by 12 months).

PERIOD COVERED - July 1, 2023 to June 30, 2024 (twelve-month term).

Total Contract Amount For Services $ 539,302.10
Contracted Hourly Rate for Hours In Excess
of Three Hundred and Sixty-Five (365) Hours Annually $ 1,477.54 Annual Flight Hours 365
Flight Time Per Day (in minutes) 00:60
Management of flight time provided to the CITY shall be the responsibility of the SHERIFF’s Air Support Bureau Commander. Flight time over the CITY will be recorded and monitored daily for the purpose of providing service in accordance with the above table. The CITY will be provided with a detailed monthly flying hour report.

Flight hours that are deemed countywide service will not be counted towards the Three Hundred and Sixty-Five (365) contracted flight hours. The following type calls are deemed countywide service: Vehicle pursuits, bank robberies involving tracking systems, stolen vehicles equipped with tracking systems, riots, felonious suspects within a perimeter, assaults involving a weapon or an officer in need of assistance.

Due to the inherent unknown nature in the need for airborne law enforcement service, SHERIFF will adjust daily service levels to coincide with the above table. In recognition that it will not always be possible to meet this goal (by either exceeding or falling short), SHERIFF will compensate for variations to arrive at an appropriate “daily average,” on a monthly basis.

City Council 39 – 10 6/6/2023

Page 1 of 4 ends

ATTACHMENT B

COUNTY BILLING POLICY
APPROVED BY BOARD MINUTE ORDER DATED OCTOBER 27, 1992
I. POLICY
All County agencies/departments/districts (County) governed by the Board of Supervisors shall bill contracting entities for materials and/or services provided under contract in accordance with the following standardized billing and collection policy. Billing frequency is dependent on whether the contract is a fixed price or actual cost contract. Payment due date is designed to be both responsive to the County’s cash flow needs and reasonable enough as to not require special processing by the contracting entity. If payments are not received by the required due dates, a late payment fee shall be computed and billed to the contracting entity in accordance with the requirements of this procedure.

Nothing herein shall affect the liability, including pre-judgment interest, of the contracting party for services or materials in as much as this is a policy to enact standard billing practices.

II. DEFINITIONS
A. Contract for the purposes of this policy - A contract is a formal written agreement, a purchase order from the contracting entity, or any other acceptable mutual understanding between the contracting parties.

B. Received by the County - The phrase “received by the County”, as used in Section VI of this policy, refers to the date a payment is received by the County. It is defined as the date the payment is in the County’s possession. It is not the date the payment is posted or deposited by the County.

III. FIXED PRICE CONTRACTS
A. Fixed Price (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued no later than five (5) working days after delivery by the County of the materials and/or services.

Examples of such one-time, non-recurring provision of materials and/or services might be a city contracting with the Sheriff for security service at a parade or sporting event; or, a city purchasing a computer listing containing certain city-requested data. Payment due date shall be invoice date plus 30 days.

B. Fixed Price (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued according to the following frequency:

1. Annual Billings that total $10,000 or less per 12-month period shall be billed via one (1) annual invoice. Annual invoices will be issued for each 12-month period of the contract, or portions thereof. Invoices shall be issued no later than five working days after the beginning of each 12-month period. Payment due date shall be invoice date plus 30 days.

City Council 39 – 11 6/6/2023

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2. Quarterly Billings that are greater than $10,000 but not more than $200,000 per 12- month period, shall be billed in quarterly installments. Quarterly invoices will be issued representing the contract amount for each 12-month period of the contract, or portions thereof, prorated into four (4) installments. Invoices shall be issued no later than 30 days after the beginning of each quarter. Payment due date shall be 60 days after the beginning of each calendar quarter.

3. Monthly Billings that are greater than $200,000 per 12-month period shall be billed in monthly installments. Monthly invoices will be issued representing the contract amount for each 12-month period of the contract, or portions thereof, prorated into 12 installments. Invoices shall be issued on or before the first day of each service month. Payment due date shall be 30 days after the beginning of each service month.

An example of a fixed price contract for ongoing, recurring provision of materials and/or services might be a city contracting with the Sheriff for law enforcement services.

IV. ACTUAL COST CONTRACTS
A. Actual Cost (One-Time/Non-Recurring Contracts) - Invoices that represent a billing for a one-time, non-recurring provision of materials and/or services shall be issued after delivery by the County of the materials and/or services and no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days.

B. Actual Cost (Ongoing/Recurring Contracts) - Invoices that represent a billing for an ongoing, recurring provision of materials and/or services shall be issued on a monthly basis and shall represent the cost of materials and/or services provided to the contracting entity during the previous calendar month. Such invoices shall be issued no later than 15 days after the close of the monthly billing period. If the County agency/department/district does not utilize a monthly billing cycle, the invoice shall be issued no later than 15 days after actual cost data is available. Payment due date shall be invoice date plus 30 days.

Examples of actual cost contracts for the ongoing, recurring provision of materials and/or services might be a city contracting with the County for communications equipment repair or waste disposal at a County landfill.

V. PAYMENT DUE DATES
Notwithstanding the provisions of Sections II and III above, payment due date shall be at least invoice date plus 30 days. If the County is late in issuing an invoice, the contracting entity would always have at least invoice date plus 30 days to pay. If the County is early in issuing an invoice, the contracting entity would still have a payment due date of either 60 days after the beginning of the quarter (quarterly invoices) or 30 days after the beginning of the service month (monthly invoices).
(EXAMPLES: An invoice for October service, dated and issued October 8 (late) would have a payment due date of November 7. An invoice for August service, dated and issued July 20 (early) would have a payment due date of August 30.)
City Council 39 – 12 6/6/2023

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VI. LATE CHARGES
The late payment of any invoiced amount by a contracting entity will cause the County to incur costs not contemplated by the County/contracting entity agreement, the exact amount of such cost will be extremely difficult to ascertain. Such costs include, but are not limited to, costs such as administrative follow-up and processing of delinquent notices, increased accounting costs, etc.

Late charges will be assessed in the following situations:
 Over-the-counter payments will be assessed a late charge if any payment is not received by the County by the payment due date.
 Payments transmitted to the County via the U.S. Mail that have the payer’s postage meter mark will be assessed a late charge if any payment is not received by the County by the payment due date plus one day.
 Payments transmitted to the County via the U.S. Mail that have a U.S. Post Office postmark dated after the payment due date will be assessed a late charge.

The late charge assessed in each of these situations shall be three-quarters of one percent (0.75%) of the payment due and unpaid plus $100.00 for late payments made within 30 days of the payment due date. An additional charge of three-quarters of one percent (0.75%) of said payment shall be added for each additional 30-day period that the payment remains unpaid. Late charges shall be added to the payment and invoiced to the contracting entity in accordance with this policy.

VII. COLLECTIONS
Any invoice remaining unpaid 90 days after the invoice date shall be referred to the AuditorController for subsequent collection action, such as deduction from contracting entity moneys on deposit with the County Treasurer in accordance with Government Code Section 907 and any other applicable provision of law. Non-payment of invoices and applicable late charges will constitute a breach of contract for which the County retains all legal remedies including termination of the contract.

VIII. DISCOUNT FOR EARLY PAYMENT
Any payment received by the County from a contracting entity 20 days or more before the payment due date shall be entitled to a discount of one-quarter of one percent (0.25%). If the contracting entity takes a discount, and the payment is received by the County less than 20 days before the payment due date, County staff shall immediately notify the contracting entity by telephone that the discount should not have been taken and that the balance is due by the original payment due date.

If the balance is not received by the County in accordance with the dates as specified in Section VII, applicable late charges shall be calculated on the balance due.

City Council 39 – 13 6/6/2023

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IX. DEFERRED REVENUE
At fiscal year end, any portion of revenue invoiced (not necessarily received) during the fiscal year being closed out that represents charges or prepayment for materials and/or services for the upcoming fiscal year shall be reclassified from a revenue account to a deferred revenue account (liability). In the new fiscal year the deferred revenue shall be reclassified to a revenue account. (EXAMPLE: On June 1, 19X1, a city is invoiced $48,000 which represents charges for the 12-month period June 1, 19X1 to May 31, 19X2. The amount to be reclassified to deferred revenue would be $44,000, representing 11/12ths of the total amount. In July 19X1, the $44,000 would be reclassified to revenue.) Reclassification entries shall be made by Auditor-Controller Agency Accounting units, or for those agencies/departments/districts without such a unit, the agency/department/district shall notify the Auditor-Controller of the amounts to be reclassified.

X. COST RECOVERY
All County agencies/department/districts shall include all costs of providing contracted services in contract rates. Including all direct costs, allocated indirect costs such as departmental and County (CWCAP) overhead, and cost of capital financing.

XI. EXISTING CONTRACTS
Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

XII. DEVIATIONS FROM POLICY
Deviations from this policy shall be approved by the Board of Supervisors. Proposed deviations by agencies/departments/districts shall be submitted to the CEO for concurrence in advance of filing an Agenda Item Transmittal (AIT) with the Clerk of the Board. The CEO, or his/her designee, shall advise the agency/department/district of approval or disapproval of the proposed deviations. If a County agency/department/district submits a contract to the Board of Supervisors for approval, and the billing provisions in the contract deviate from this policy, the agency/department/district shall specifically advise the Board of Supervisors in the AIT of the deviation, the reason for the deviation, and of the CEO’s recommendation relative thereto.

City Council 39 – 14 6/6/2023
Police Department
www.santa-ana.org/police
Item # 40
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 6, 2023
TOPIC: Thomson Reuters CLEAR for Law Enforcement Plus Subscription

AGENDA TITLE
Approve Agreement with Thomson Reuters (West Publishing), in the Amount of $145,172, for Online Investigative and Public Records Resources Subscription Services (General Fund and Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a three-year agreement with Thomson Reuters (West Publishing) to provide online investigative and public records resources subscription services, in an amount not to exceed $145,172, for the period of July 1, 2023 through June 31, 2026, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Police Department currently has a monthly subscription agreement with Thomson Reuters to access their CLEAR online public records platform services provided by West Publishing Corporation. Thomson Reuters’ CLEAR public records resource is an advanced investigative tool designed to help law enforcement personnel clear cases faster and more efficiently. CLEAR for Law Enforcement Plus offers an unparalleled collection of public and proprietary records combined with specialized Dashboard Tools.

By combining real-time gateway data with CLEAR Dashboard Tools to interact with key report details, personnel can locate individuals, identify assets, and find key connections to ensure Police Department staff is able to capture substantial information related to their investigations.

The existing subscription allows up to 400 users to access the platform and is scheduled to terminate within the next few months. Police Department staff requests approval of a new three-year agreement with Thomson Reuters to avoid a lapse in crucial investigative services performed by law enforcement personnel. Additionally, staff would like to add the License Plate Recognition commercial data gateway through CLEAR. This will provide access to more than 14 billion images of vehicles and license City Council 40 – 1 6/6/2023
Thomson Reuters CLEAR for Law Enforcement Plus Subscription June 6, 2023

Page 2 ends

plates from nationwide network sources, including date/time and geo-coordinated information for enhanced analytics and to quickly advance investigations.

Thomson Reuters is one of the industry’s leaders in providing similar services and has proven advantageous to the Police Department in their investigations. While there may be other vendors who can provide elements of the data and public records, Thomson Reuters provides a convenient, single platform solution for effective investigations, and staff are already trained and familiar with how to utilize the platform.

The existing subscription service agreement will be terminated upon approval of this new subscription service.

FISCAL IMPACT
Funding is available in the FY 2023-24 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows:

Fiscal
Year
Accounting Unit -
Account No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
FY 23-24 01114425-66511 General Fund
Information Services,
Computer Software
Subscription
$ 30,000
FY 23-24 12814407-66511
Supplemental
Law
Enforcement
Services Fund
SLESA, Computer
Software Subscription $ 16,968
FY 24-25 01114425-66511 General Fund
Information Services,
Computer Software
Subscription
$ 30,000
FY 24-25 12814407-66511
Supplemental
Law
Enforcement
Services Fund
SLESA, Computer
Software Subscription $ 18,376
FY 25-26 01114425-66511 General Fund
Information Services,
Computer Software
Subscription
$ 30,000
FY 25-26 12814407-66511
Supplemental
Law
Enforcement
Services Fund
SLESA, Computer
Software Subscription $ 19,828
Total $145,172
The Supplemental Law Enforcement Services Account is an eligible funding source for this subscription agreement as this is for frontline municipal police services, but may be subject to approval in future fiscal years.

City Council 40 – 2 6/6/2023
Thomson Reuters CLEAR for Law Enforcement Plus Subscription June 6, 2023

Page 3 ends

EXHIBIT(S)

1. Agreement with Thomson Reuters
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
City Council 40 – 3 6/6/2023

THOMSON REUTERS
Order Form Order ID:Q-06328363
Contact your representative randv.barne s@thomsonre uters.com with any questions.

Thank you.

Sold To Account Address
Account#: 1003445756

SANT A ANA POLICE DEPT
PO Box 1981
60 CIVIC CENTER PLZ
SANT A ANA CA 92701-4060 US
'·Customer"
Subscriber Information
Shipping Address
Account#: 1003445756

SANTA ANA POLICE DEPT
60 CIVIC CENTER PLZ
SANTA ANA CA 92701-4060 US
This Order Fom1 is a legal document between Customer and Billing Address
Account#: I 003445756

SANT A ANA POLICE DEPT
60 CIVIC CENTER PLZ
SANT A ANA, CA 92701-4060 US
A. West Publishing Corporation to the extent that products or services will be provided by West Publishing Corporation, and/or B. Thomson Reuters Enterprise Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH.

A detailed list of products and services that are provided by Thomson Reuters Enterprise Centre GmbH and current applicable IRS Certification forms are available at: https://www.tr.com/trorderinginfo West Publishing Corporation may also act as an agent on behalf of Thomson Reuters Enterprise Centre Gmbl-1 solely with respect to billing and collecting payment from Customer. Thomson Reuters Enterprise Centre GmbH and West Publishing Corporation will be referred to as 'Thomson Reuters", ·'we" or "our;· in each case with respect to the products and services it is providing, and Customer will be referred to as "you, ., or "your" or
"Client".

Thomson Reuters General Terms and Conditions apply to all products ordered, except print and is located at http://tr.com/TermsandConditions. In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval.

Thomson Reuters General Terms and Conditions for Federal Subscribers is located at https://static.legalsolutions.thomsonreuters.com/static/Fcderal-ThomsonReuters-General-Terms-Conditions.pdf In the event that there is a conflict of terms betv,een the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval.

Clear Fixed Rate/ Window/Fraud Waste & Abuse Products
Service Monthly Minimum
Product Quantity Unit Term Order Type Material Charges (Months) 41882302 CLEAR for Law Enforcement Plus 400 Seats $1,179.14 36 Subscription 43014593 CLEAR COPLINK X EXISTING ADD 400 Seats $0.00 36 Subscription SEAT 42124048 ENCLR PRO Gov License Plate 400 Seats $2,734.80 36 Subscription Recognition State Add Minimum Terms
Your subscription is effective upon the date we process your order ('"Effective Date") and Monthly Charges will be prorated for the number of days remaining in that month, if any. Your subscription will continue for the number of months listed in the Minimum Term column above counting from the first day of the month following the Effective Date. Your Monthly Charges during the first twelve ( 12) months of the Minimum Term are as set forth above. lf your Minimum Term is longer than 12 months, then your Monthly Charges for each year of the Minimum Term are displayed in the Attachment to the Order Form.

Post Minimum Terms
At the end of the Minimum Term, we will notify you of any change in Monthly Charges at least 60 days before each 12-month term starts. Either of us may cancel the Post-Minimum Term subscription by sending at least 30 days written notice.

Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a multi-year Minimum Term, those additional months will be implemented at your option pursuant to federal law.

Miscellaneous
Page I of 4
Exhibit 1
City Council 40 – 4 6/6/2023
City Council 40 – 5 6/6/2023
See Attached Signature Page
City Council 40 – 6 6/6/2023
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

CITY OF SANTA ANA
_______________________

KRISTINE RIDGE
City Manager
ATTEST:
_______________________
JENNIFER L. HALL
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: _______________________

TAMARA BOGOSIAN
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
________________________

DAVID VALENTIN
Chief of Police
City Council 40 – 7 6/6/2023
City Council 40 – 8 6/6/2023
City Manager’s Office
www.santa-ana.org/city-managers-office
Item # 41
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 6, 2023
TOPIC: Federal Legislative Advocacy Services

AGENDA TITLE
Agreement with Holland & Knight LLP for Federal Legislative Advocacy Services (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Holland & Knight LLP for federal legislative advocacy services for a three-year term beginning July 1, 2023 through June 30, 2026, with the option of two, one-year extensions in an amount not to exceed $352,800, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
State and federal legislative advocacy firms (referred to as “lobbyists”) are an important tool for local governments to effectively assess state and federal legislation, grant funding opportunities, and more.

On March 24, 2023, the City Manager’s Office released Request for Proposals (RFP) 23-052 (Exhibit 1), by which it sought a qualified firm to provide federal legislative advocacy services. The scope of work includes the following:
• Help set legislative priorities.
• Advocate on the City’s behalf.
• Conduct legislative research and analysis.
• Coordinate meetings with City staff regarding grant funding opportunities. • Keep the City updated on pertinent legislation.
• Engage in relationship-building with Congress.
• Prepare position letters and draft legislative language. • Submit monthly reports to share activity.
• Assist with preparing required FPPC filings.

The full, detailed scope of work is on pages 18-19 of the RFP.

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Federal Legislative Advocacy Services
June 6, 2023

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The RFP was advertised on the City’s online procurement management and publication system, with Proposals due on April 18, 2023. Four proposals were received and evaluated by a selection committee. Based on the criteria outlined in the RFP, the following summarizes the responding firms and their rankings:

Firm Rank
Holland & Knight LLP 1
Townsend Public Affairs 2
David Turch and Associates 3
Thompson Coburn LLP 4
In accordance with the selection criteria and related procedures outlined in the RFP, staff recommends awarding an agreement to Holland & Knight LLP. The proposal submitted by Holland & Knight is the most responsive and meets the City’s needs.

Moreover, the City has had an effective working relationship with Holland & Knight since 2013. Their successful track record for the City includes securing over $5 million for public safety, $2.5 million for downtown business improvements, assisting with the Centennial Park land conversion, and helping to secure direct COVID-19 relief funding through the American Rescue Plan Act. Given their extensive work with and knowledge of the City, staff expects to quickly deploy the next iteration of legislative affairs with Holland & Knight as a partner.

FISCAL IMPACT
Funds in the amount of $117,600 are available for expenditure in FY 2023-24 in the Non-Departmental Contract Services-Professional account (No. 01105015- 62300).

Additional funds will be made available during FY 2024-25 and FY 2025-26, contingent upon annual City Council budget approval, as follows:

Fiscal
Year
Accounting
Unit
Fund
Name
Accounting
Unit
Description
Amount
FY
2023-
24 01105015-
62300
General
Fund
Contract
Services -
Professional
$117,600
FY
2024-
25 01105015-
62300
General
Fund
Contract
Services -
Professional
$117,600
FY
2025-
26 01105015-
62300
General
Fund
Contract
Services -
Professional
$117,600
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Federal Legislative Advocacy Services
June 6, 2023

Page 3 ends

EXHIBIT(S)

1. Request for Proposals

2. Agreement
Submitted By: Kristine Ridge, City Manager
Approved By: Kristine Ridge, City Manager
City Council 41 – 3 6/6/2023
REQUEST FOR PROPOSALS NO. 23-052
FOR

FEDERAL LEGISLATIVE ADVOCACY SERVICES

CITY OF SANTA ANA
KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers.

Issue Date: Friday, March 24, 2023
Deadline for Questions: Tuesday, April 4, 2023, 4:00 P.M.

Proposal Due Date: Tuesday, April 18, 2023, 4:00 P.M.

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CITY OF SANTA ANA

TABLE OF CONTENTS
I. BACKGROUND........................................................................................................................... 3 II. OVERVIEW OF PROJECT.......................................................................................................... 3 III. SCOPE OF SERVICES............................................................................................................... 3 IV. TERM OF AGREEMENT............................................................................................................. 3 V. MINIMUM QUALIFICATIONS...................................................................................................... 4 VI. RESPONSE TO RFP .................................................................................................................. 4 VII. CERTIFICATIONS (ATTACHMENTS)......................................................................................... 8 VIII. REFERENCES............................................................................................................................ 8 IX. MINIMUM SCOPE AND LIMIT OF INSURANCE......................................................................... 8 X. SELECTION PROCEDURES & CRITERIA ............................................................................... 11 XI. WITHDRAWALS........................................................................................................................ 12 XII. GENERAL TERMS AND CONDITIONS .................................................................................... 12 XIII. AWARD OF AGREEMENT........................................................................................................ 17 XIV. IMPLEMENTATION................................................................................................................... 17

ATTACHMENTS
A PROPOSER’S CERTIFICATION, PROPOSAL ITEM PRICING

B REFERENCES
C PROPOSER’S STATEMENT

D NON-COLLUSION AFFIDAVIT

E NON-LOBBYING CERTIFICATION

F NON-DISCRIMINATION CERTIFICATION
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CITY OF SANTA ANA
I. BACKGROUND
Incorporated in 1886, Santa Ana, a Charter City, established a Council-Manager form of government in 1952. The City Council is composed of seven members: the Mayor elected at large and six Council members elected by ward, who appoint the City Manager, City Attorney and City Clerk. The City of Santa Ana (City) is a full-service city with a diverse population of approximately 335,000.

The City’s eleven agencies provide all the traditional municipal services, as well as water utility, library system, 20-acre zoo, City Jail, Police Department, and contracts with the Orange County Fire Authority for provision of fire services. The City employs 1,178 authorized full-time positions and has an annual citywide budget is $646 million, including the General Fund budget of $316 million.

The City of Santa Ana is located 10 miles inland from the Pacific Ocean, 33 miles southeast of Los Angeles and 90 miles north of San Diego. The City, which is the county seat of Orange County, encompasses an area of approximately 27 square miles and is the 11th largest by population in California.

II. OVERVIEW OF PROJECT
The City of Santa Ana (City) is seeking proposals from qualified firms and organizations (Proposers) to provide federal legislative advocacy services to augment the City’s existing relationship with key federal legislators and policy administrators. The awarded firm will under the policy direction of the Mayor and City Council, and is administratively responsible to the City Manager.

The term “Vendor”, “Proposer”, “Firm”, “Consultant”, and “Contractor” shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP).

III. SCOPE OF SERVICES
SEE EXHIBIT I – SCOPE OF SERVICES
Usage is not guaranteed. Execution of an agreement between the City and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period.

Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required.

IV. TERM OF AGREEMENT
The anticipated term of the agreement is for an initial period of three (3) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for two (2) additional one (1) year periods, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years.

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V. MINIMUM QUALIFICATIONS
To be deemed responsive, the firm / organization must meet the following minimum requirements:

A. Have at least three (3) years of direct experience providing federal representation on issues and objectives relative to local governments
B. Have an established office in Washington, D.C.

VI. RESPONSE TO RFP
A. SUBMITTAL INSTRUCTIONS
It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City’s Bid Management System, PlanetBids. No other form of submittal will be accepted.

PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The City will only receive and consider those proposals that were transmitted successfully. Submit proposal online at:
http://www.planetbids.com/portal/portal.cfm?CompanyID=20137.

Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer’s sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City’s assigned Buyer.

Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline.

Proposals shall NOT be sent via telegraphic, electronic, or facsimile means.

All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal.

B. COMMUNICATION / CONTACT WITH CITY STAFF
Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Project Coordinator(s), and no other City staff about this RFP from the date this RFP is issued until a contract is awarded. The City will provide all official communication concerning this RFP in writing via the City’s Bid Management System, PlanetBids.

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The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager(s).

C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP.

Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or Contract terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications.

Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the “Addenda/Emails” tab.

General process questions may be directed to the following:

Karla Lopez
Purchasing Supervisor
Email: [email protected]
D. ADDENDA
Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City’s PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanyID=20137.

Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation.

E. UNDERSTANDING PROPOSAL
It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein.

F. PROPOSAL CONTENTS
Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, RFP 23-052
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promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged.

All proposal submissions shall be on 8-1/2” x 11” white paper.

1. Statement of Qualifications (SOQ)
SOQ must include a Table of Contents and be limited to a maximum of 20 pages (excluding section dividers and exhibits). The page limitation includes all appendices, attachments, and supplemental information. Additionally, SOQ must include the following:
a. Cover Letter
Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity.

Cover Letter shall not exceed one page.

Cover letter must be addressed to the following City Project Manager:

Daniel Soto, Project Manager
City of Santa Ana –City Manager’s Office
20 Civic Center Plaza
Santa Ana, CA 92701
b. Services Provided
A description of proposed services to be provided and how they meet the needs of the City as described in Section III – Scope of Services (Above). c. Agreement Statement
Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in EXHIBIT II – Sample Agreement of this RFP (if any).
d. Firm and Team Experience
Proposal shall include a profile of the firm’s experience including the following:
i. A general description of the firm, including size and number of employees working directly with the City on this agreement.
ii. Firm’s nearest address serving the City of Santa Ana and headquarters address.
iii. Address of firm’s office located in Washington, D.C. iv. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview. v. Resumes for Project Manager(s) and all key individuals including subconsultants who will comprise the team. vi. Disclosure of any and all proposed sub-consultant(s), including details regarding which tasks they would perform.

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vii. If applicable, a list of other municipal customers their firm currently serves and explain in what capacity. If firm is under contract, the contract duration and dollar amount awarded must be included.
viii. A list of successful projects with project descriptions and amounts firm has completed on behalf of municipal customers.
ix. Describe relationships firm has with members of U.S. Congress, federal agencies, and their staff. Desirable firms will have longstanding and positive relationships with these parties.
e. Proposed Work Plan
Proposal shall include a statement demonstrating the firm’s understanding of the Scope of Services.

Additionally, proposed work plan shall include Proposers’:
i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any);
iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. f. References: Attachment B – References shall be submitted for similar projects performed for state and/or similar government clients.

2. Cost Proposal
All Proposers are required to submit a fixed rate fee schedule with their Cost Proposal.

Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement.

Fee schedule/pricing information for services as set forth in EXHIBIT I, must include:
a. Hourly rates for each category of employee
b. Monthly retainer not-to-exceed amount
c. Annual not-to-exceed amount (monthly retainer not-to-exceed amount x 12) The City shall not provide reimbursement for travel-related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer’s cost proposal fee structure.

Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City.

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VII. CERTIFICATIONS (ATTACHMENTS)
In addition to the SOQ, Narrative/Technical Proposal, and Cost Proposal, the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package:
• Attachment A: Proposer’s Certification and Proposal Item Pricing • Attachment B: References
• Attachment C: Proposer’s Statement
• Attachment D: Non-Collusion Affidavit
• Attachment E: Non-Lobbying Certification
• Attachment F: Non-Discrimination Certification
The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise.

PLEASE NOTE: City will not be waive notarization requirement when applicable on any of the required attachments.

VIII. REFERENCES
A. Contractor shall provide references as described below from other similar public agencies for which services similar to those specified in this RFP have been performed, including contact names and telephone numbers. Use ATTACHMENT B – References. The respondent grants permission for the City to contact any individuals listed as references.

Firm References (3)
Provide a minimum of three (3) references for work similar to this scope of services that firm has provided.

Project Manager Reference (1)
In addition to firm’s references, provide a minimum of one (1) reference for a project with similar scope of services to the proposed services within the most recent five (5) years prior to date of proposal submittal.

B. City may disqualify a Proposer if:
• References fail to substantiate Proposer’s description of services and deliverables provided; or
• References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or
• City is unable to reach the point of contact with reasonable effort. It is the Proposer’s responsibility to inform the point of contact(s) of normal City working hours.

IX. MINIMUM SCOPE AND LIMIT OF INSURANCE
The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of Notice of Intent to Award.

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Contractor must maintain, for the duration of its contract, insurance coverages as required by the City.

Additionally, Contractor shall provide the following insurance coverage:

Coverage shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. • Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
• Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.

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Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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X. SELECTION PROCEDURES & CRITERIA
A. The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below.

B. Proposers will be ranked by the review committee based on the following criteria:

C. A final score will be calculated for each submitted proposal and used to rank Proposers.

Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City reserves the right to award the contract to any proposer(s) with a score above 70. The review committee will evaluate proposers based on their response to the RFP and the City evaluation criteria set forth above.

D. The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion.

If proposal fails to satisfy any requirements outlined in this RFP, it may be considered nonresponsive and may be rejected.

The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated.

The review committee will recommend the qualified Proposers to the City Council or City Manager for award of contract, as appropriate.

E. The review committee may invite the proposers to interview. The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions.

CATEGORY POINTS
Responsiveness to RFP
• Proposal’s compliance with the requirements of this RFP. • Scope of Services offered including ability to provide optional services. • The value to any new and/or innovative product or service suggestions or other new ideas and enhancements.
15 Experience of Firm and Personnel
• The experience, resources, and qualifications of the firm and individuals assigned to this account, including manager, supervisor and assigned staff.
50 Cost Proposal 25
References
• References that are similar in size and project scope to the City. 10 TOTAL POSSIBLE SCORE 100
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XI. WITHDRAWALS
Proposers are responsible for verifying all prices and information before submitting a proposal.

Prior to the proposal due date, the Proposer or Proposer’s representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible.

XII. GENERAL TERMS AND CONDITIONS
A. AMERICANS WITH DISABILITIES ACT
The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 (“ADA”), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph.

B. CITY BUSINESS LICENSE
The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana.

C. CITY RIGHT TO REJECT
The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal.

D. CONFLICT OF INTEREST
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City.

Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest.

No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract.

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E. CONTRACTOR’S EXPENSE
Pre-Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Precontractual expenses are not to be included in the cost proposal. Pre-contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre-proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract.

Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract.

F. CONTRACTOR’S PROJECT MANAGER/KEY PERSONNEL
Except as formally approved by the City, the key personnel identified in Contractor’s proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor’s personnel. Said approval shall not be unreasonably withheld.

Standards of Conduct: Contractor’s personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City.

G. COST PROPOSAL
The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal.

H. DATA RETENTION
Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City.

All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract.

All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.

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I. DRUG-FREE WORKPLACE
The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts.

J. EXAMINATION
Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated.

Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager’s attention as soon as possible so that corrective addenda may be furnished to prospective Proposers.

Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected.

K. EXECUTION OF AGREEMENT
Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II – Sample Agreement of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to disqualify them without any further obligation
L. FISCAL NONFUNDING CLAUSE
In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City.

M. JOINT OFFERS/SUBCONSULTANTS
Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub-consultant basis. The City intends to contract with a single firm, also known as the prime, and not with multiple firms doing business as a joint venture.

Should the use of sub-consultants be offered, the Proposer shall provide the same assurances of competence for the sub-consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub-consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub-contractor.

The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors.

N. INDEPENDENT CONTRACTOR
Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City.

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Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers’ compensation or other fringe benefits of any kind through City.

O. JOINT OFFERS/SUBCONSULTANTS
Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub-consultant basis. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Should the use of subconsultants be offered, the Proposer shall provide the same assurances of competence for the sub-consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub-consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer.

P. LITIGATION STATUS
Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer’s prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures.

Q. NEGOTIATIONS
The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor’s proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor’s proposal, and the awarded Contractor’s proposal. Specific exceptions to this general rule may be noted in the final executed contract.

Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP.

R. NON-PAYMENTS
Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach.

S. OWNERSHIP OF DOCUMENTS
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work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City.

T. PARKING
The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City.

U. PROFESSIONAL STANDARDS
Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City’s Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee.

Contractor acknowledges that City locations consist of public-use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel.

V. PROJECT MANAGER
The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.

W. PROPOSAL VALIDITY
Services, pricing, and warranties indicated in a Proposer’s Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal.

X. PUBLIC AGENCIES
Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor’s acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency.

Y. PUBLIC RECORDS
Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.

Z. SUBCONTRACTORS
Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read RFP 23-052
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and will agree to abide by the awarded Contractor’s obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work.

The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors.

XIII. AWARD OF AGREEMENT
Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms.

A. EXECUTION OF AGREEMENT
A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. “Proposer” will hereinafter be referred to as “Consultant” or “Contractor” in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved.

XIV. IMPLEMENTATION
A. KICK-OFF MEETINGS
The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling.

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Consultant shall perform the services as set forth below.

I. SCOPE OF SERVICES
A. HELP SET LEGISLATIVE PRIORITIES

1. Work with the City Council, the City Manager, and other designated City staff to discuss goals, objectives, opportunities, and priorities.

2. Provide strategic advice regarding the development of legislative positions and priorities.

3. Raise, discuss and assess any affirmative legislative action that may benefit the City, as needed. In consultation with City staff, determine appropriate positions on relevant legislation and recommend proactive legislative action, as appropriate.

B. ADVOCATE ON THE CITY’S BEHALF

1. Advocate the City’s position to the President of the United States, members of the U.S.

House of Representatives, U.S. Senate, federal agencies, regulatory committees, and other interested parties.

2. Identify opportunities for City officials to participate in the legislative process and make recommendations. Those opportunities include, but are not limited to, communication to members of the U.S. Congress, providing testimony at legislative hearings, and communication with federal agencies.

C. LEGISLATIVE RESEARCH AND ANALYSIS

1. At the request of the City, research, provide information, and prepare written reports on a variety of topics, including, but not limited to, the following:
i. Federal laws/regulations and proposed legislation
ii. Legislative hearings, reports, and testimony
iii. Federal funding opportunities
iv. Reporting and data that may impact City operations

2. Monitor federal agency rulemaking and notify City of potential impacts.

3. Coordinate with City staff and departments to develop a proactive and comprehensive strategy to seek federal funding that serves the City’s priorities. The plan shall identify City projects, outline and prioritize multiple funding options and opportunities for each project, and evaluate the cost/benefit ratio for each opportunity.

4. Monitor and report on the federal budget, and work to secure funding when appropriate on projects beneficial to City’s interests.

EXHIBIT I

SCOPE OF SERVICES
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D. MEETINGS WITH CITY STAFF REGARDING GRANT OPPORTUNITIES At the request of the City, provide meeting opportunities for City staff to discuss potential grant/funding opportunities and guide them through the application process.

1. Work with the City to identify and evaluate potential funding categories with annual budget or appropriation bills, and specific funding on grant opportunities.

E. KEEP THE CITY UPDATED ON PERTINENT LEGISLATION

1. Provide updates on proposed, introduced, and amended federal legislation, and proposed and adopted federal administrative rules and regulations, to identify and report on matters that potentially affect the City’s legislative priorities.

2. Identify potential future legislative issues or opportunities that may interest the City, and help position the City to benefit from new laws, regulations, policies, programs, and/or funding opportunities.

F. RELATIONSHIP-BUILDING WITH FEDERAL LAW MAKERS
Support a positive relationship with the President of the United States, members of the U.S. Congress, and federal agencies.

1. Assist in establishing relations between councilmembers and City staff and legislative persons, including chairs and consultants of key committees and other important policymakers.

2. Coordinate meetings with members of the U.S. Congress and federal agencies to provide the City the opportunity to meet with key policymakers on pertinent City issues.

G. PREPARE POSITION LETTERS AND DRAFT LEGISLATVE LANGUAGE At the request of the City, assist with drafting position letters, legislative language, and talking points on legislation or language for City policy resolutions.

H. MONTHLY REPORTS
Provide regular updates on the political landscape in Washington, D.C. to help provide context, and identify opportunities and potential issues. At a minimum, provide monthly reports of activities pursued or accomplished on behalf of the City.

I. FPPC FILINGS
Prepare and file all applicable Fair Political Practices Commission lobbying documents and reports within all applicable deadlines, per the provisions of the Political Reform Act of 1974 as amended. Provide the City notification of any changes or modifications that may be pertinent.

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THIS AGREEMENT is made and entered into on this day of , 2022 by and between ___________________________________________________________, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of:

B. Consultant represents that Consultant is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit I, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit II. The total amount to be expended during the term of this Agreement shall not exceed $xxxxxx.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on the date first written above for a written number (3) year term with the option for the City to grant up to two, one (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employeremployee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social

EXHIBIT II

SAMPLE AGREEMENT
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security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”).

Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. MINIMUM SCOPE AND LIMIT OF INSURANCE
The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of Notice of Intent to Award. Contractor must maintain, for the duration of its contract, insurance coverages as required by the City.

Coverage shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
• Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
• Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
• Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the RFP 23-052
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Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.

Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement.

Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

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NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

TERMINATION
This Contract may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

I. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. 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.

II. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and RFP 23-052
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regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies.

Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

III. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this contract shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

To Contractor:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

IV. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement.
c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

First & Last Name
Title
Consultant Firm Name
Address
City, State, Zip
Fax:

RFP 23-052
City Council
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CITY OF SANTA ANA
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer Hall Kristine Ridge
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONSULTANT:

City Attorney
By:

Assistant City Attorney
Tax ID#
RECOMMENDED FOR APPROVAL:

SAMPLE ONLY
(name)
(title)
RFP 23-052
City Council
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CITY OF SANTA ANA
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.

PROPOSER’S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions.
__________________________________________________________________________________

LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
__________________________________________________________________________________

BUSINESS ADDRESS
__________________________________________________________________________________

PRINTED NAME OF AUTHORIZED AGENT TITLE
__________________________________________________________________________________

SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS
__________________________________________________________________________________

FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE)
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT A
PROPOSER’S CERTIFICATION, PROPOSAL PRICING
RFP 23-052
City Council
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CITY OF SANTA ANA
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.

REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT B

REFERENCES
RFP 23-052
City Council
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CITY OF SANTA ANA
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto.

Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted in lieu thereof shall be returned to the undersigned.

Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.

All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP.

Firm________________________________________________________________________________ Signed and Printed Name: ______________________________________________________________ Title ________________________________________________________________________________ Date
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT C
PROPOSER’S STATEMENT
RFP 23-052
City Council
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CITY OF SANTA ANA
(Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

Note: The above non-collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.

Signed____________________________________________________________________________ State of ________, County of __________________________________________________________ Subscribed and sworn to (or affirmed) before me on this________ day of_____________, 20____, by ________________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
________________________
Notary Public Signature Notary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT D

NON-COLLUSION AFFIDAVIT
RFP 23-052
City Council
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CITY OF SANTA ANA
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

Signed:

Title:

Firm:

Date:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

ATTACHMENT E

NON-LOBBYING CERTIFICATION
RFP 23-052
City Council
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CITY OF SANTA ANA
The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows:

1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.

1. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.

2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract

ATTACHMENT F

NON-DISCRIMINATION CERTIFICATION
RFP 23-052
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CITY OF SANTA ANA
or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.

8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.

Signed:

Title:

Firm:

Date:

THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.

PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.

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Santa Ana City CouncilJune 6, 2023

Santa Ana City Council
June 6, 2023