Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 Memorandum of Understanding
For
Santa Ana Workforce Development Board
and the
County of Orange Social Services Agency
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
MEMORANDUM OF UNDERSTANDING
1. LEGAL AUTHORITY
The Workforce Innovation and Opportunity Act ("WIOA'') sec. 121(c)(l) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 Code of Federal Regulations (CPR) 678.500, 34 CPR 361.500, and 34 CPR 463.500, and in Federal guidance.
Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Ptinciples contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CPR part 200.
2. PARTIES
The parties to this MOU are the City of Santa Ana, the Santa Ana Workforce Development Board ("SA WDB"), and the County of Orange Social Services Agency ("SSA"), a collocated one-stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701.
3. PURPOSE
The purpose of the MOU is consistent with the provisions ofWIOA sec. 121(c)(l), to establish a cooperative working relationship between the SA WDB and SSA, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing ofresources and costs.
4. DURATION
The tenn of this MOU shall commence on July 1, 2025, and end on June 30, 2028, unless earlier terminated pursuant to the provisions of Paragraph 31 of this MOU; however, the Parties shall be obligated to perform such duties as would nonnally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality.
This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU.
This MOU will remain in effect until the tetmination date, unless one of the conditions in Paragraph 31 occurs.
MA-063-25011196 2
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804
5. MODIFICATIONS AND REVISIONS
This MOU and its Attachments 1, 2, 3, 3-1, 4, 5 and 6 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU.
6. SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES
Santa Ana's vision rests on integrating current and future resources through its 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 SA WDB'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
MA-063-25011196 3
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 The AJCC is currently located at the Santa Ana WORK Center ("SA WC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SA WC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. The SA WC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SA WC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SA WC by AJCC Partners may include, but are not limited to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including:
i. Job vacancy listings in labor market areas;
11. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in-demand occupations, including earnings and opportunities for advancement;
e. Provision of performance and program cost information on the Eligible Training Provider List eligible programs by program and type of provider; f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures; g. Provision of information related to support services; h. Provision of information and assistance in filing Unemployment Insurance claims; and
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 to identify goals, objectives, and services;
d. Group counseling;
e. Individual counseling;
f Career planning;
g. Short-term pre-vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training;
MA-063-25011196 4
EXHIBIT 2
Docusign Envelope ID: 72A91B3B-BEA1-46FE-ACDD-146571887804 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. Incmnbent 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 concun-ently 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 workplace with staff that ensure quality of service. The AJCC Partner has indicated they shall MA-063-25011196 5
EXHIBIT 2
Docusign Envelope ID: 72A91B3B-BEA1-46FE-ACDD-146571B87804 provide an array of applicable career services to clients as set forth in Attachment 2. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following:
i. Continuous partnership building;
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.
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);
ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor;
vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188;
vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended;
MA-063-25011196 6
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 ix. The Age Discrimination Act of 1975, as amended;
x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 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 police intervention.
8. SSA RESPONSIBILITIES AS COLLOCATED AJCC PARTNER
SSA commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. SSA will further promote system integration to the maximum extent feasible and as authorized by applicable state and federal law through:
a. Effective communication, information sharing as authorized by law, and collaboration with the AJCC operator;
b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes;
e. As authorized by law, the use of common and/or liuked data management systems and data sharing methods, as appropriate;
f. Leveraging of resources, including other public agency and non-profit organization services;
g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and
MA-063-25011196 7
EXHIBIT 2
Docusign Envelope ID: 72A91B3B-BEA1-46FE-ACDD-146571 B87804 h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration.
SSA shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services.
9, REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of services to customers. In order to facilitate such a system, Partners will ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for Partners and customers;
c. Provide referrals when appropriate to customers who are eligible for supplemental and complementary services and benefits under Partner programs; d. Regularly evaluate referral process;
e. Commit to share the results of referrals when requested; f. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; g. Ensure that referrals will be made via email, or other electronic means; h. Ensure that referrals will include access to other AJCC Partner staff, when appropriate, that can provide meaningful information or service to customers; and
1. Ensure that the referral will include referring agency staff name, the activity required, desired outcome and a method for communicating back to the refe1ring agency that the service need was addressed.
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). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and SSA management.
MA-063-25011196 8
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804 b. Santa Ana WORK Center Hours of Operation
The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. SSA Staff Office Hours
The office hours for SSA staff at the AJCC will be established by SSA. All SSA staff will comply with the County of Orange holiday schedule and will provide a copy of their holiday schedule to the 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 replaced by the SAWDB at the expense of the individual agency staff.
e. Benefits
Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee( s ), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters.
11. AJCC OPERATING BUDGET
The purpose of Paragraph 11 is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that:
a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the shating of services, resources, and technologies among Partners (thereby improving each program's effectiveness);
c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining conttibutions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and,
MA-063-25011196 9
EXHIBIT 2
Docusign Envelope ID: 72A9183B-BEA 1-46FE-ACDD-146571 B87804 e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain the SA WDB's high-standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations:
a Infrastructure costs ( also separately outlined below m the Infrastructure Funding Agreement);
b. Career services; and
c. Shared services.
All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incun·ed, and adjusted accordingly . The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. SSA may be allocated additional space, with mutual consent of both parties, at which time the Office Lease may be amended.
12. INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement ("IF A") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 12l(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 and maintenance;
c. Equipment, including assessment-related products and assistive technology for individuals with disabilities; and,
MA-063-25011196 10
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 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(! 0) calendar days of each month.
14. INFRASTRUCTURE COST ALLOCATION METHODOLOGY
a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by each AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Prutner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of 3% over the ten (10)-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This Paragraph includes only telephone services, which includes voicemail on AJCC Prutners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation.
c. Telephones:. Telephone costs are based on the actual cost for telephones in assigned spaces.
Common area telephones are allocated based on percentage of space allocation. d. Technology and Internet Access Costs: Maintenance of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Prutner 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 infrastrncture costs. In-kind contributions cannot be used to fond non infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC MA-063-25011196 11
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 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 propottionate 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 fonds made available under their authorizing federal statute ( or fairly evaluated in-kind contributions) to share the additional costs relating to the operation of the One-Stop delivery system. These costs may be shared through cash, non-cash, or third-party in-kind contributions.
As required by Workforce Services Directive (WSD) 16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions.
a. Career Services Applicable to the AJCC Partner: The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Pa1tner Services.
b. Required Consolidated Budget for the Delivery of "Applicable Career Services": The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions.
AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non-cash (in-kind) contributions MA-063-25011196 12
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 as set forth herein.
17. DATA SHARING
Parties shall abide by the requirements in Attachments 6.
18. PRESS RELEASES AND COMMUNICATIONS
All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by 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.
19. ACCESSIBILITY
Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law.
20. NON-DISCRIMINATION AND EQUAL OPPORTUNITY
All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability.
21. GRIEVANCES AND COMPLAINTS PROCEDURE
The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities.
22. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and MA-063-25011196 13
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 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.
23. HOLD HARMLESS/INDEMNIFICATION/LIABILITY
In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU.
24. SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force.
25. DRUG AND ALCOHOL-FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug-Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug-free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94.
26. CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti-Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations.
27. DEBARMENT AND SUSPENSION
All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485.
MA-063-25011196 14
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804
28. PRIORITY OF SERVICE
All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recrnitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners.
29. BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the Wagner Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CPR 683.200(1).
30. SALARY COMPENSATION AND BONUS LIMITATIONS
Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II.
31. TERMINATION
This MOU will remain in effect until the end date specified in Paragraph 4 above, unless:
a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate flmds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU;
b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and,
d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non-breaching party( s) shall have the right MA-063-25011196 15
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1·46FE·ACDD·146571 B87804 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 1hirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed.
This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner.
32. NOTICES
All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows:
City of Santa Ana: City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
COUNTY: County of Orange Social Services Agency
Contracts Services 500 N. State
College Blvd, Suite #100
Orange, CA 92868
33. INSURANCE
The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opp01tunity 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.
34. AUTHORITY AND SIGNATURES
The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing.
MA-063-25011196 16
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
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
Attachment 6: State Privacy and Security Provisions
MA-063-25011196 17
EXHIBIT 2
DocusIgn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD- I 4657·I B87804 WHEREFORE, the parties hereto have executed this Agreement 111 the County of Orange, California.
FOR THE CITY OF SANTA ANA
Attest:
City Clerk
Dated: ____________ _
Recommended for Approval:
Executive Director
Community De
i
ment Agency
Dated: V f P, � 5?
City of Santa Ana:
City Manager
Dated: ____________ _
Approved as to Form:
Assistant City Attorney
Dated: ____________ _
FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD
Chair
****************************************************************************** MA-063-25011196 18
EXHIBIT 2
DocusIgn Envelope ID: 72A91 83B-BEA 1-46FE-ACDD-146571 B87804 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
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
Dated: 3/21/2025 I 4:02:55 PM PDT
-------------
MA-063-25011196 19
EXHIBIT 2
DocusIgn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 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 Yes Programs 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 authorized under chapter 41 of title 38, U.S.C. Yes Department (EDD)
Employment Trade Adjustment Assistance (TAA),
Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 {19 U.S.C. 2271et seq.) Unemployment Employment 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 I C, Jobs Corps No Native American United American Indian Indian and Native American Programs (Section Programs Involvement, Inc. 166) No
Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) 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 2
Docus1gn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 AJCC Partners Location and Map
\
LJ
t;;
/'l
I I /;
l I 1/ WASHIOOTOtU'£ " /i I �,7 O'IX: CEfflIR DR
/I
// ,'//
STH ST.
SANTA li!:A EL
I= -r c::
1 ALTCf� J.V.
----'r-'H--�-....--·-.,____ 1HUR BL
�(i) ) a-j
•
z' � SIJNfLO!.liER AV.
---·�---��9
.,_
��
Santi �•,1,0ra!: CalWll
itlm ria's JoiJ Ca,w Gf O!lifom�
eo, W. CivicC.intQl'lx.
Santi /I.JR, 0\ '9270�
P.irtnl!rs:
!;mpto:,rnm, �aprmn! IJGp:i,tm11nt
Sbto 0G JN!ltnum f of lkh.ltilit.1.1:ioo
O.C Soci.'.!J ScfYicGSAg1mcy
Good-Kill lnd<Js-lTm
SEW'Scinior Aid Prog,;11TI
1.A."!m4li fa
-
G;m �ni ail Adull !;d LJC:;?tioo
(i) 2900\V. bdingcr Aw.
5-'.!.nta Ana, CA 9
2 704
Sn:a Ana Col�
3 15D Y. 17th St
Sa.'11a Ana, CA 9l70C.
Collag11 & Worlittrai
"" Pr11p;:m11ian Ginu:r
� 1S7.l: N. Main St
Ornngg, CA 92867
....
V,
M f,;
t;;
�
; ... --
Slllt-11 �rtlMr.J: of
� R �habtllt:Jtion
\31 709 Tua Gty �. Suit11110
Or argg, CA. 921!1!8
,rc\ Sod:ll �mCQS.Ag.,r,cy
W 1:QB S. Cirard ltwi.
�ll Ana, CA 92706
�V� High School
(i) 1001 S_G..'"ll�lh1
�nbA.,a,CA.9270-I
Attachment 1
Attachment 1
I F.'URI 'EN /IN_ r
;1
:i
ffi
Loog lkact, .lob Corp.s
@ 1903 5.'lnb F11 Ava.
Lor,g Bo.adi. CA 9<E10
Asi:in Amw-ic,n
© SGnio,G;mw,
a.sot lmhSl
S.1."lt:I Ana, CA 92701
R.im� Education Canta
0 1325 E.. 41h St
� 5.mmAn a, CA92701
EXHIBIT 2
Docusign Envelope ID: 72A91B3B-BEA1-46FE-ACDD-146571B87804 [SANTAANA 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, 1,2,3,416,7, FT,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 TANF Social Service Agency- 1,2,3,4,7,8,10,11,12,13, 1,3, 4,7,8 FT,T,A,B,P Family Self-Sufficiency Carl Perkins Career Technical Rancho Santiago 2, 3, 12, 14-15, 17 1, 8 B, P, 0 Education Community College District Senior Aid Program
Regions 11 & 111 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 2
Docusign Envelope ID: 72A9183B-BEA 1-46FE-ACDD-146571887804 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, a.rid deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency.
Basic Career Services
1. Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation.
2. Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available arid directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies.
3. Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources.
4. Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding ski!ls, 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 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 [ SANTA ANA AJCC Partner Services
C. Eligible adult education providers ( described in WIOA Title II).
Attachment 2
D. Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301).
E. Eligible vocational rehabilitation program activities ( described in Title I of the Rehabilitation Act of 1973).
7. Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes.
8. Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs-related payments that are necessary to enable an individual to participate in employment and training activities.
9. Unemployment Compensation: Ce!leet aaa 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 �ea.
11. Follow-Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the frrst day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment.
Individualized Career Services
12. Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include:
A. Diagnostic Testing and use of other assessment tools; and B. In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals.
13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals.
14. Group Connseling
3 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 [ SANTA ANA AJCC Partner Services Attachment 2
15. Individnal 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 their skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include:
I. Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels.
2. On-the-Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses ihe employer for the costs associated with training ihe OJT trainee often calculated based on a percentage of ihe trainee's wages.
3. Workplace and cooperative education: Programs that combine workplace training wiih 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 ihat lead to potential career growih and increased wages. This includes courses ihat develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated ihat 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 2
Docusign Envelope ID: 72A91B3B-BEA1-46FE-ACDD-146571 B87804 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 and lack basic educational skills to enable the bdividuals 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 b 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 fiHing of job openings; searching resumes; providing access to a diverse labor pool.
3. Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements.
4. Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and hosting job fairs and mass recruitment.
5. Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees transition into new positions.
6. Labor Market Information: Access to information on labor market trends, statistics, and other data related to the economy, wages, industries, etc.
7. Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local trainbg providers, federal laws and requirements, tax information, apprenticeship
8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc.
9. Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labor management committees, peer counseling, etc.
5 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-145571B87804 [ SANTA ANA AJCC Partner Services Attachment 2
Service Delivery Codes: How will your agency provide the services indicated? Code Method Description
FT On-Site Staff Full Time
PT On-Site Staff Part Time
T Access Via Telephone
A Access Via Automated System
B Brochure/Handout
p Postin!! at One-Stop Center
0 Other
NA Not Annlicable
6 EXHIBIT 2
DocusIgn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 Attachment 3
Santa Ana Workforce Development Board
AJCC Comprehensive Infrastructure and Other Costs Budget 2025-2026 SSA
868.97 SqR
4.50% Percentage
Total
Monthly
Monthly Rent and
Cost Category/ Monthly Property Equipment
Line Item Cost Details Cost Rent Cost
Rent
Base Rent Incl. Janitorial, Maint and Utilities - 2,166.44 2,166.44 CAM Charges - - -
Operational Cost 2% of Rent - - -
Management Fee 1. 76% of Rent - - -
Parking Parking Overages - - -
Total Rent $2,166.44 $2,166.44
Utilities/Maint/Service
Telephone Services Dial Tone and Voice Mail - - -
Shared Phones by usage percentage - -
Security Guard 1040 hrs x $30.18 1040 x $31.69 199.29 - 199.29 Total Utilities/Maintenance $199.29 $199.29
Equipment
Public Computers - - -
Resource Room Computers (21) - - -
Computer Lab Computers (21) - - -
Total Equipment $0.00
**Tech & Access Costs
Access System/Card Key Card System - - -
Data & Phone Cabling Cabling - -
Information Technology Cost Wireless Network Bridge Maintenanc, - - *•"Copiers {Annual) Resource Room used by clients - -
Copy room Copier for staff only - - -
Total Technology and Access $0.00 $0.00
lease & Infrastructure Total $199.29 $2,166.44 $2,365.73 *- Technology ond Access Costs are all based on percentage ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged EXHIBIT 2
DocusIgn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
APPLICABLE CAREER SERVICES
Sharing Other One-Stop Delivery System Costs
Attachment 3-1
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
Career Services:
• Eligibility Determination ( 1)
• OutJ:each, Intake and Orientation (2)
• Initial Assessment (3)
• Job Search, Placement Assistance, and Career Counseling (4) • Employment Statistics-Labor Market Info1mation (5)
• Eligible Provider perf01mance and program Cost Inf01mation (6) • Local Perfo1mance Information (7)
• Supportive Services' Inf01mation (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-Te1m Prevocational Services (17)
Training
• 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 retrnining (5)
• Entrepreneurial training (6)
• Job-readiness training (7)
• Adult Education and Literacy programs (8)
• Customized training (9)
SAWC
$541,376.00
$484,982.00
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804 Attachment 3-1
APPLICABLE CAREER SERVICES
Employer Services $209,549.20
• Employer needs assessment (1)
• Job posting (2)
• Applicant pre-screening (3)
• Recruitment assistance (4)
• Training assistance ( 5)
• Labor Market Information (6)
• Employer information and referral (7)
• Rapid Response and Layoff A version (8)
Total Career Service Cost $1,235,907.20
EXHIBIT 2
Docus1gn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571B87804 Attachmen1
Comprehensive Cost Allocation and Partner Contributions -. I . � -"''. "�:�.t-i·:,;z-=�1-f:'::'!;·,S:_.'/§c.:/h,'.,:··"!\':;.,· .. ·--.� ·-;., � .r,ft ·n ·-:-- '""'._;-:;,:::r:> :,.;.��rii.��:::.{t�f�,�:-��;:;,. •t&>f�,i,':'.:'i�',.;,\7:�;-".'::�,::•fJ;:;;5;,�i!st;.· ��
•
;ff.:�(� ��-�;-•il't:. • •• ,;, • ",-,-..,'>. • " .- .. ·' ' �•hilJH§)fli1'l§� · • · · •,• • • • '·'•:Vr ·c.,'A�- ' 5 /\ :,f.;..-,.;,�
�
7 SJj .:,'l;,'(;,_'\"..,. .. �c<i-- '' "��-"'�·"'•�,,:!; .
·'·••;. '~· ' ., • �� .:�::.�,:Jlr'll" • ..-.-� ;, ·•...,;. ·!"· i;�:" .. �,�-�:_., :.4 -,(°�� ... ___ ;.•��:;.�:1_ ·< •. �-\-:.·_. :.,·t:- •• :• �� .. : .. -•• _ •• ... -- ••.· -· ..... - . • - �- _ -_ �- • :·:; __ >•: ._ ._ �-:..t,-�-·-���-;�itsr:•_; :_...;;.,r,�:-�:����-- _.,.,.--:-;- ... � ... . :: --i�-:!t�:���-:,�;c.: �t;.:�-�-:� Square Footage % of Total Operational Cost Partner
Paid for Based on Monthly Property Monthly Rent + Amount; In- Contributions Partner Program Office Sharing/ Square Rent• CAM Charges and Management Monthly Charges and Charges Kind Yearly Career Footage Fees Payment Ratio Services•• EDD 9345.17 48.37% $ 23,298.59 $ 876.03 $ 5,296.20 $ 29,470.82 $ 1,493,317.04 Santa Ana WORK Center (City of Santa Ana) 5895.52 30.51% $ 14,698.20 $ 1,361.66 $ - $ 4,224.43 $ 20,284.29 $ - $ 1,235,907.20 Department of Rehabilitation 161.93 0.84% $ 403.71 $ 13.69 $ 98.62 $ 516.02 $ - $ 2,945,349.48 Social Services Agency-Family Self-Sufficiency 868.97 4.50% $ 2,166.44 $ 199.29 $ 2,36S.73 $ 800,000.00 Santa Ana Housing Authority 485.93 2.52% $ 1,211.48 $ 41.07 $ 171.03 $ 1,423.59 $ 82,290.00 SER Jobs for Progress 324.00 1.68% $ 807.77 $ 27.39 $ 197.2S $ 1,032.41 $ 2,945,349.48 Rent Stabilization Division 1915.48 9.91% $ 4,775.51 $ 161.91 $ 523.76 $ 5,461.18 $ 225,000.00 Santa Ana Public Library 324.00 1.68% $ 807.77 $ 27.39 $ 131.68 $ 966.84 $ 1,511,191.70 Total Rcntable Space 19321.00 100.00% $ 48,169.47 $ 1,633.11 $ 876.03 $ 10,842.26 $ 61,520.88 $ - $ 6,556,863.72 Revised 2/27/25 11:54:46 AM
EXHIBIT 2
DocusIgn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 ll'l�UK/il'll,t. ,�v I l"IC.'-'11.JmLv
A-2017-264-02AWORK MAY PROCE.:D
CITY CLmK
DATE:
·.e,DA('Z')l�v)
De..½oc�V"I� l
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 in Lo as of Jv0 c.
C,, , 2013 (the ·'Effective Date'') by and between SANTA ANA CA I SGF, LLC, a Delaware limited liability company ( .. Landlorcl"), and TI-IE CITY OF SANTA ANA. a charter city and municipal corporation ('·Tenant").
WlTNESSETH:
WHEREAS. Landlord, as successor-111-1ntcrest Lo CF SANTANA. LLC. a Delaware limited liability company, and Tenant entered into that certain Oflice Lease No.A-2017-264 dated October 7. 2017. Tenant Estoppel Certificate No. A-2017-264-0 I dated February 8, 2018, ant.I Exhibit B Notice of Lease Term Dates No. A-20 I 7-?.64-0?. dated February 16. 2018 (hereinafter collectively relerrecl to as the '·Lease''), pursuant lo which Landlord leased to Tenant and Tenant leased from Landlord that certain premises identified as Suite 200 containing approximately 19,321 rentable square l"'eet or office space (the '·Premises") in the building located al 80 I Civic Center Drive. Santa Ana, CA 92701 (the "Buildi,ur'');
\VHEREAS, 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 ol·which is hereby acknowledged. the parties do hereby agree as follows:
I. Incorporation of Recitals. The above recitals are hereby incorporated into this First Amendment as if fully set forth herein. As used herein the term --Lease•· shall mean the Lease as amended by this First Amendment.
2. Ddinitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein.
3. Tenn. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Lease is hereby for a period ot'One Hundred Twenty ( 120) l"i.ill 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 J.2.2, Standard Lease Provisions. of the Lease. -1-. Base Rent. Commencing on July I. 2023, Tenant shall pay Base Rent in the follo\ving amounts:
Monthly lnslallment Annual Rental Rate
Dates Annual Base Rent of Base Rent ger RSF
7/1/2023 - 6/30/202-1- $544,852.20 $45,404.35 $2.35
5910216.11
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-AGDD-146571 B87804 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] 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/l/2030-6/30/2031 $670.099.48 $55,841.62 $2.89
7/1/2031 -- 6/30/2032 $690.202.47 $57.516.87 $2.98
7/1/2032-6/30/2033 $7 I0,908.54 $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 grnss negligence of
Landlot'd or its agents, contractors
or employees, Tenant het·eby waives all claims and causes of action against Landlord and all crfthe other Lancllo1·d Pm1ies for any dan1age to persons or property (including, without limitation, loss of profits and intangible, propeity) in any way re.lating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, foiling plaster, steam, gas, air contaminants or emiss.ions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, app.liances, equipment 01· plumbing works 01· from the roof, street or sub-surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shaU indemnify, defend, prntect and hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out ot; are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harm less to the extent that any such Claims arise out of the gross negligence or willfol 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 lmprovements"), subject to the terms and conditions
of Exhi.ru.L/\, attached hereto and made a part hereof.
8. As-LL Con£lition. 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 constmct, remodel, improve, repair, decorate or paint the Premises or any improvement on ot' 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 t:o 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 folly satisfied with the condition of the Premises. 2 5910216.11
EXHIBIT 2
Docuslgn Envelo pe ID: 72A91 B3B-BEA1 -46FE-ACDD-146571 B87804
9. following:
Parking. Section 2.3.2 (c}(ii) is hereby deleted in its entirety and replaced with the "Notwi thstandin g the foregoing, each calen dar month during the Term, Land lord shal l provide to Tenant, without charge: (A) a number of Short Term Project Parking Vali dations (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 Prnject Parking VaLidations (define d bel ow) equal to the product of one hundred eighty (1 80) and the number of days in such calendar month (duri11g 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 shal l not, at any time during the Term, be requir ed under this Section
2.3 .2(c)(ii) to provide a number of Project Parking Validations in any calendar month in excess ofa number equal to the product of two hundred ten (210} and the num ber of days in such calendar month (during the Tenn) and (y) any Project Pal'king 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 Landl ord's obl igations to provide Project Parking Valid ations under th is Section 2.3 .2(c)(ii ) for subsequent calenda r months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3 .2(c)(E) shal l be used to accommodate parking, without charge, by any particular Tenant's Business Customet·(s), for a period in excess of three (3) hours on any day without Lancllot·d's prior appmval (and Tenant shall not provide any particular Tenant's Busi ness Customer more than one Project Parking Valida tion on any particular day). "Short Term Project Parking Valida tions" means Pmject Parking Val idations permitting Persm1s 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 Parkin g Validations perm itting Persons using such Project Parking Validation s to park in the Parking Faci liti es for up to one (I) .hour without charge."
10 . l:'./.QJ)efault. Each of Landlord and Tenant hereby affirm to each other that as of the Effective Date no breach, default, event of default, or othe1· act, error, or omission which, with the giving of notice or passage of time or both would conslittite a breach, default, or event of default by such party has occurred and is continu ing under the Lease beyond any applicable notice or cure period.
11 . At1irmation of Lease Tenn.§. Except as rnodifled by this First Amendment, Landlord and Tenant hereby ratify the Lease and agree that the Lease shal l remain unchanged and shall continue in foll force and effect. In the event there is any conflict between the terms of the Lease and the terms set forth in th is First Amendment, the terms specifically set out in this First Amendment shal.l contl'
O
I. From and after the Effoctive Date, any and all references to "the Lease" or "this Lease" in the Lease shall mean the Lease as modified by this First Amendment. [2. Mutual Authorization ReRrnse11tation. Each of Landlo rd and Tenant hereby represer1t and
warrant to each other that: (a) thi s First Amendment (and each term and provision hereat) has been duly and approp riately authorized and executed by such party through proper written corporate or lim ited li abilit y company action and approval; and (b) no additional consent, agreement, or approval is required wit h respect hereto. 3 59 10216 . 11
EXHIBIT 2
Docusign Envelope ID: 72A918 3B-BEA 1- 46FE-ACDD-1 46571 887804 I 3. ,Brokerage. Landlor d and Tenant eacl1 represent that they had no deal ings 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 Land lord ("Landlo rd's Broker" and collec tively with Tenant's Broker, the "Bt·okers"). Landl ord shal l pay Brokers a leasing commis sion 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 reasonabl e attorney's fees) for any compensation, commission m· 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 hol d Tenm1t harmless from any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any compensation, commis sion or fees claim ed by any real estate bmker or agent in connection with this First Amendment or its negotiation by reason of the act of Landlord.
14. .Miscellaneous. The submis si on of an unsi gned copy of this First Amendment to Tenant shall not constitute an offer. This First Amendment (a) shal l 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 counterparl�, all of which together shal l constitute but one and the same agreement, ( c) shall be governed by and constrned 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 proceediug that may be brought or arise out ot; in connection with or by reason of this Agreement, (d) shall constitute the entire agreement between the parties relating to the subject matter hereof; all prior negotiations, agreements, and understandings (not including the Lease, as amended), whether oral or written, being hereby superseded and terminated, and (e) shall become effoctive and binding only upon execution and delivery by both Landl ord and Tenant.
The execution of facsim iles, including the use of electronic signatures, of this First Amendm ent shall be binding on the parties hereto.
17 . E-SIGN and Counterparts. Landlord and Tenant agree: (a) that a party's el ectronic 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 otber electronic means shall be valid delivery for all purposes; (c) this Lease and any additional information incidental hereto may be maintaine d as electronic 1·ecords; (d) photocopie s, facsimile transm issio ns, electronic ima ges and other copies of this Lease and/or its signature pages, shall be valid , bind ing, effective and enforceable the same as originals for all purposes, and may be so admitted in any judic ial pt'oceeding, regulatory proceeding or arbitration, and in making proof of this Lease it shall be unnecessary to produce the ori ginal hereof or any or all original signat ure pages; and (e) each party agrees to take any and all reasonable actions, ifimy, as may be necess ary 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 th is Lease and to ensut'e compliance with the provisions of the Electrnnic Signatll!'es in Global and National Commerce Act, 15 U.S. C. §§ 700 1., et seq .. the Uniform Electronic Transactions Act as incorpor ated into applic able law, and any other appl icable law pertaining to electronic signatures.
JRemai11der of Page Intentionally Blank: Signature Page Follow,�]. 4 59 10216 .11
EXHIBIT 2
DocusIgn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 IN WITNESS WHEREOF. l.andlorcl and Tenant have executed this First Amendment to be effective as of the date first set forth above.
ATTEST:
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
RECOMMENDED FOR APPROVAL:
Mike Garcia
Executive Director
Community Development Agency
CITY OF SANTA ANA (TENANT):
��LW
Kristine Ridge
City Manager
LANDLORD:
SANTA ANA CA I SGF. LLC.
a Delaware limited liability company
By � u (d- ltc,;114,,///A
Nam • J )(?ilt-l. {,c,1<"1,'4u: ,_
Title: /Ji,-..((,, ... :1 _ .1 �,;.,, 11a/4 vv, ;/n" � } , Mike Garcia - E.xeculive Director Community Development Agency [SIGNATURE PAGE TO FIRST A1\IIENDMENT TO OFFICE LEASE]
591021 r,. I I
EXHIBIT 2
Docusign Envelope ID: 72A91B3B-BEA 1-46FE-ACDD-146571 B87804
EXHIBITA
WORK LJITTER
THIS WORK LJn'TER (this ".Work Letter") is attached to and incorporated into the First Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises.
1. Purposjl. 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 01· inapplicable to this Work Letter, are incorpot'ated into th.is Work Letter.
2. Definitions. The following defined terms used in this Work Letter shall have the meanings set forth below. Unless provided to the contrary herein, any other capitalized term that is not defined in this Work Letter shall have the meaning given to that term in the Lease. (a) "Approved Working Drawings" is defined in Section 3(c). hereof. (b) ''Building Systems" means the structurnl portions of the Building, the common area restrooms, elevators, the Build·ing's I-N AC, mechanical, electrical, plumbing, and fire and life safety systems and equipment (including, but not limited to, the fire alarm and fire sprinklet's).
(c) "Contractor" means the general contractor engaged by Landlord for performance of the Landlord Work pursuant to �J.'ction 4 hereof. (d) "Cost Proposal" is defined in Section 5(a) hereof.
(e) "Days" 1m1ans, 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 Imprnvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. (g) ''Landlo1·d's Representative" means Dana Duarte as the only person authorized to act for Landlord pursuant to this Work Lelter. 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 Lancllord's Representative at any time upon not less than five (5) days' advance written notice to Tenant.
(h) "Landlord Work" means all work necessat-y and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. (j
5910216.11
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD·146571 B87804 (i) ·'Over-Allowance Amount" is defined in Section l0(d) hereof. (j) "Permits" is defined in Sei;tion 6(a) hereof
(k) "Puncll List Work" means those minor corrections of construction or decoration details, and minor mechanical adjustments, that are requi!'ed to cause any applicable portion of the Tenant Improvements as constrncted to conform to the Approved Plans in all
material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises.
(I) "Space Plan" is defined in Sectio1J.lill hereof.
(rn) "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 squai-e foet of the Premises, and shall be included in the Tenant Allowance and cleducted therefrom.
(n) ''Snbsta.ntial Completion" of the Tenant Improvements shall be deemed to have occurred on the dale that: (i) all Landlord Work has been performed in accordance with the terms of this Work Letter, other than any Punch List Work; and (ii) if required, Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy ("COO") with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant (such as, but not limited to, the installation and making operational of Tenant's systems and telecommunications equipment), in which case Landlord shall obtain the same within a reasonable time after the same can be obtained. (o) "Tenant Allowance" shall be Twenty-Eight and 00/100 Dolliu·s ($28.00) per rentable square !bot 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 Contracto1-s" 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. 59!0216.11
(q) "Tenant Delay" means a delay caused by any of the following:
(i) Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval;
(ii) a breach by Tenant of the terms of this Work Letter or the Lease; (iii) Tenant's request for changes in any of the Working Drawings, but only if such a request actually causes a delay to Substantial Completion of the Premises;
7 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804 (iv) Tenant's requirement for: (A) materials, components, finishes, or improvements which are difforent 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 othel' 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.
(l') "Tenant l?F&E Allowance: means a portion of the Tenant Allowance in the amount of up to Ten and 00/100 DoUarn ($10.00) per rentable square foot of the Premises (i.e., up lo $193,210.00), which Tenant may use for Tenant's furniture, fixl1.1res and equipment to be purchased and installed in the Premises and any costs of data cabling and TT infrastrncture 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 pursmmt to this Work Letter. Landlo1·d shall not be obligated to respond to or act upon any request, approval, inquiry, 01· 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 Lancllord.
(t) ·'Working Drawings" is defined in SectiQ!Ll.021 hereof.
3. Plan Approval.
(a) Prior to commencement of the Landlord Work, Landlord and Tenant shall approve detaHed space plans (collectively, the "Space Plan") for the construction of the Tenant Improvements, which
space plans shall be prepared by Landlord's arch.itect and subject to Tenant's reasonable approval within ten (10) days after receipt thereof. (b) Promptly following Tenant's approval of the Space Plan, Landlord shall cause its architect and engineers to prepare and deliver to Tenant detailed specifications and engineered working drawings for the Tenant Lrnprovements 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 I>rawiugs").
(c) Tenant shall approve or disapprove the Working Drawings in writing within fourteen (14) business days after receipt. Tenant may only disapprove the Working Drawings to the
extent such Working Drawings are inconsistent with the Space Plan and only if Tenant delivers to Landlord, within snch fourteen (14) business day period, specific changes proposed by Tenant which are consistent with the Space Plan. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 8 5910216.11
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 engineers to revise the Working Drawings to incorporate such revisions and submit the same f-or Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings untLI the same are tinally approved by Landlord and Tenant. Upon Landlord's and Tenant's written apprnval 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. Co11strnctio11 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 (otherthan 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 etforts 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 ofnonnal business hours.
5. Cost Estimate.
(a) Landlord shall provide Tenant with a cost proposal in acconlance with the Approved Working Drawings, which cost pi-oposal 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 constrnction agreement with the Contractor (including, without limitation, the cost of labor and materials, contrnctot· fees and permit fees), as well as all bids received by Landlord for the Landlord Work, and reasonable documentation suppOl'ting Landlord's estimate of plan preparation costs and all other costs of the Landlord Work).
(b) Within ten (I 0) days of the receipt of the same, Tenant shall i:ither: (i) approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exception of the City's one-time right to modify as provided in this section, any proposed changes to the Working Drawings (other than changes that make the Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. lf Landlord approves the proposed revisions: (A) Landlord shall have the Working Drawings revised in accordance with the approved 1·evisions; and (B) Landlord shall submit a revised Cost Prnposal to Tenant. Tenant shall notify Landlord in writing within ten (10) days whether it desires to proceed with such revisions. If Tenant fails to approve such revisions and revised Cost Pt·oposal within such ten (lO) day period; such failure shaJI 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 59!02Hi.ll
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 set forth in the Cost Proposal and to promptly commence the constmction of the Tenant lmpmvements in accordance with the Approved Working Drawings.
6. Performance of the Landlord Work.
(a) Landlord shall cause the Contractor to obtain al.I applicable building permits fo1· 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) rf 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 Prnposal resulting therefrom. Tfany 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) increi�se the cost of constructing the Tenant Jmprovements; or (iii) will materially delay the construction of the Tenant Improvements, Landlord and Tenant shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions.
7. Change Requests. No changes to the Approved Working Drawings or the agreed Cost Proposal may be made without the prior written consent ofLandlord, which consent may be withheld in Landlord's sole discretion. TfTe11a11t 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. lfTenant 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 LO.
8. Substantial Completion. When Landlord's architect certifies that the Landlord Work is Substantially Complete, Landlord shall notify Tenant thet·eof 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 M!\jeure, Tenant Delays and other causes beyond Landlord's reasonable control, Landlord shall complete the Punch List Work items within thirty (30) days fffter such joint walk-through. In the event of any dispute as to whether Landlord !ms Substantially Completed the Tenant Improvements, the City will be affimled an opport1mity to provide input before the Landlord's architect renders a !foal 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. 5910216.11
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
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 potiions of the Premises at least ten (10) days prior to the Substantial Completion of the LandloJ'd 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 Contracto1·, for their approval, which schedule shall detail the Tenant Contractors accessing the Premises and the timing and purpose of such entry. Tn connection with any such entry, Tenant acknowledges and agrees that all Tenant Contractors shall fully cooperate, work in harmony with and not, in any manner, materially interfere with Land.lord or Landlord's contractors (including the Contractor), agents, 01· 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 sha11 not be cooperative or shall otherwise cause or threaten to cause any such disharmony OJ' interforence, including, without limitation, labor disharmony, and Tenant fails to irnmediaJely institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's enti·y rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate).
Tenant acknowledges and agrees that any sm;h entry into and occupancy of the P1·emises 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 occtu't'ence of the Lease Commencement Date).
10. Cost Allocntion.
(a) Provided this Lease is in full Jbrce and eftect, 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) Tn no event shall Landlord be obligated to pay for the costs of any of Tenant's forniture, 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 Amo1111t") shall be paid by Tenant to Landlord within thirty (30) days fo11owing delivery of an invoice by Landlord.
Tenant shall not be responsible for the Over-Allowance Amount if caused by Landlord or Landlord Contractor's own negligence, willful misconduct, or delay. 11 59!0216.11
EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804 (cl) 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. Miscelhmcous.
(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, On.ishes, 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 o:f comparable kind and quality. Landlord, at its sole option, may also change mechanical plans and specifications where necessary for the installation or modification ofthe Building Systems to accommodate the Tenant Improvements, provided that any such changes shall not materially and adversely affect Tenant's use and occupancy of tbe 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. 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 constrnetion of the Tenant Improvements and the completion of the permitting pmcess and, in connection therewith, Tenant shall respond to LandlO!'d's requests for Information and/or approvals, except as specifically set fo11h herein to the contrary, within two (2) days following request by Landlord. Landlord and Tenant, and such other parties as may be L1seful or appropriate, shall meet on a scheduled basis to be determined by Landlord's Representative and Tenant's Representative, to discuss progress in connection with the same.
(c) If at any time on or before the Substantial Completion of the Landlord Work, Tenant is in default under this Work Letter or under the Lease, which default remains uncured alter 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 sueh 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-exclnsive 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 ofthe Tenant Allowance not used within thirty-six (36) 111rn1ths of the Effective Date of this First Amendment shall be forfeited with no further obligation by Landlord with respect thereto. In no
event shall Tenant be entitled to apply any unused
portion of the Tenant Allowance towards future payments of Base Rent and/or, except as expressly set forth herein, purchase of Tenant's farnitme, fixtures and equipment. 12 5910216. l I
EXHIBIT 2
Docusign Envelope ID: 72A91838-BEA 1-46FE-ACDD-146571887804 ATTACHMENT 6
STATE PRIVACY AND SECURITY PROVISIONS
1. DEFINITIONS
For the purpose of this Agreement, the following terms mean:
a. "Assist in the Administration of the Program" means performing administrative functions on behalf of programs, such as determining eligibility for, or enrollment in, and collecting PII for such purposes, to the extent such activities are authorized by law. b. "Breach" refers to actual loss, loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar term referring to situations where persons other than authorized users and for other than authorized purposes have access or potential access to PII, whether electronic, paper, verbal, or recorded.
c. "Contractor Staff" means those employees of the contractor/subcontractor, vendors and agents performing any functions for the county that require access to and/or use of PII and that are authorized by the county to access and use PII. d. "PII" is personally identifiable information that is obtained through the MEDS or IEVS on behalf of the programs and can be used alone, or in conjunction with any other reasonably available information, to identify a specific individual. The PII includes, but is not limited to, an individual's name, social security number, driver's license number, identification number, biometric records, date of birth, place of birth, or mother's maiden name. The PII may be electronic, paper, verbal, or recorded. e. "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PII, or interference with system operations in an information system which processes PII that is under the control of the county or county's Statewide Automated Welfare System (SAWS) Consortium, or CalWIN (California Welfare Information Network), or under the control of a contractor, subcontractor or vendor of the county, on behalf of the county. f. "Secure Areas" means any area where:
i. Contractor Staff assist in the administration of their program; ii. Contractor Staff use or disclose PII; or
iii. PII is stored in paper or electronic format.
1 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
2. PRIVACY AND CONFIDENTIALITY
a. The County staff, contractors, subcontractors and vendors, covered by this Agreement may use or disclose PII only as permitted in this Agreement and only to assist in the administration of programs in accordance with 45 CFR § 205.50 et. seq and Welfare and Institutions Code section 10850, and Section 14100.2 ofthe Welfare and Institutions Code, Section 431.300 et. Seq. of Title 42 Code of Federal Regulations, or as authorized or required by law. Disclosures, which are authorized or required by law, such as a court order, or are made with the explicit written authorization of the individual, who is the subject of the PII, are allowable. Any other use or disclosure of PII requires the express approval in writing by County of Orange. No Contractor Staff shall duplicate, disseminate or disclose PII except as allowed in this Agreement. b. Pursuant to this Agreement, Contractor Staff may only use PII to perform administrative functions related to administering their respective programs. c. Access to PII shall be restricted to Contractor Staff who need to perform their official duties to assist in the administration of their respective programs. d. Contractor Staff who access, disclose or use PII in a manner or for a purpose not authorized by this Agreement may be subject to civil and criminal sanctions contained in applicable federal and state statutes.
3. PERSONNEL CONTROLS
The County agrees to advise Contractor Staff, who have access to PII, of the confidentiality of the information, the safeguards required to protect the information, and the civil and criminal sanctions for non-compliance contained in applicable federal and state laws. For that purpose, the Contractor shall implement the following personnel controls:
a. Employee Training. Train and use reasonable measures to ensure compliance with the requirements of this Agreement by Contractor Staff, including, but not limited to:
i. Provide initial privacy and security awareness training to each new Contractor Staff within thirty (30) days of employment and;
ii. Thereafter, provide annual refresher training or reminders of the privacy and 2 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804
4. security safeguards in this Agreement to all Contractor Staff. Three (3) or more security reminders per year are recommended;
iii. Maintain records indicating each Contractor Staff's name and the date on which the privacy and security awareness training was completed; iv. Retain training records for a period of three (3) years after completion of the training.
b. Employee Discipline.
i. Provide documented sanction policies and procedures for Contractor Staff who fail to comply with privacy policies and procedures or any provisions of these requirements.
ii. Sanction policies and procedures shall include termination of employment when appropriate.
c. Confidentiality Statement. Ensure that all Contractor Staff, accessing, using or disclosing PII, sign a confidentiality statement (provided by the County). The statement shall be signed by Contractor staff prior to accessing PII and annually thereafter. Signatures may be physical or electronic. The signed statement shall be retained for a period of three (3) years.
The statement shall include at a minimum:
i. General Use;
ii. Security and Privacy Safeguards;
iii. Unacceptable Use; and
iv. Enforcement Policies.
d. Background Screening.
i. Conduct a background screening of a Contractor Staff before they may access PII. ii. The background screening should be commensurate with the risk and magnitude of harm the employee could cause. More thorough screening shall be done for those employees who are authorized to bypass significant technical and operational security controls.
iii. The Contractor shall retain each Contractor Staffs background screening documentation for a period of three (3) years following conclusion of employment relationship.
MANAGEMENT OVERSIGHT AND MONITORING
To ensure compliance with the privacy and security safeguards in this Agreement the County shall perform the following:
3 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
5. a. Conduct periodic privacy and security reviews of work activity by Contractor Staff, including random sampling of work product. Examples include, but are not limited to, access to case files or other activities related to the handling of PII. b. The periodic privacy and security reviews must be performed or overseen by management level personnel who are knowledgeable and experienced in the areas of privacy and information security in the administration of their program, and the use or disclosure of PII.
INFORMATION SECURITY AND PRIVACY STAFFING
The Contractor agrees to:
a. Designate information security and privacy officials who are accountable for compliance with these and all other applicable requirements stated in this Agreement. b. Provide County with applicable contact information for these designated individuals. Any changes to this information should be reported to County within ten (10) days. c. Assign staff to be responsible for administration and monitoring of all security related controls stated in this Agreement.
6. PHYSICAL SECURITY
The Contractor shall ensure PII is used and stored in an area that is physically safe from access by unauthorized persons at all times. The Contractor agrees to safeguard PII from loss, theft, or inadvertent disclosure and, therefore, agrees to:
a. Secure all areas of the Contractor's facilities where Contractor Staff assist in the administration of their program and use, disclose, or store PII. b. These areas shall be restricted to only allow access to authorized individuals by using one or more of the following:
i. Properly coded key cards
ii. Authorized door keys
iii. Official identification
4 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804 c. Issue identification badges to Contractor Staff.
d. Require Contractor Staff to wear these badges where PII is used, disclosed, or stored. e. Ensure each physical location, where PII is used, disclosed, or stored, has procedures and controls that ensure an individual who is terminated from access to the facility is promptly escorted from the facility by an authorized employee and access is revoked. f. Ensure there are security guards or a monitored alarm system at all times at the Contractor facilities and leased facilities where five hundred (500) or more individually identifiable records of PII is used, disclosed or stored. Video surveillance are recommended.
g. Ensure data centers with servers, data storage devices, and/or critical network infrastructure involved in the use, storage, and/or processing of PII have perimeter security and physical access controls that limit access to only authorized Contractor Staff.
Visitors to the data center area must be escorted at all times by authorized Contractor Staff.
h. Store paper records with PII in locked spaces, such as locked file cabinets, locked file rooms, locked desks, or locked offices in facilities which have multi-use functions in one building in work areas that are not securely segregated from each other. It is recommended that all PII be locked up when unattended at any time, not just within multi-use facilities.
i. The Contractor shall have policies that include, based on applicable risk factors, a description of the circumstances under which the Contractor Staff can transport PII, as well as the physical security requirements during transport. A Contractor that chooses to permit its staff to leave records unattended in vehicles must include provisions in its policies to ensure the PII is stored in a non-visible area such as a trunk, that the vehicle is locked, and under no circumstances permit PII be left unattended in a vehicle overnight or for other extended periods of time.
j. The Contractor shall have policies that indicate Contractor Staff are not to leave records with PII unattended at any time in airplanes, buses, trains, etc., including baggage areas.
This should be included in training due to the nature of the risk. k. Use all reasonable measures to prevent non-authorized personnel and visitors from having access to, control of, or viewing PII.
5 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804
7. TECHNICAL SECURITY CONTROLS
a. Workstation/Laptop Encryption. All workstations and laptops, which use, store and/or process PII, must be encrypted using a FIPS 140-2 certified algorithm 128 bit or higher, such as Advanced Encryption Standard (AES). The encryption solution must be full disk. It is encouraged, when available and when feasible, that the encryption be 256 bit. b. Server Security. Servers containing unencrypted PII must have sufficient administrative, physical, and technical controls in place to protect that data, based upon a risk assessment/system security review. It is recommended to follow the guidelines documented in the latest revision of the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53, Security and Privacy Controls for Federal Information Systems and Organizations.
c. Minimum Necessary. Only the minimum necessary amount of PII required to perform required business functions may be accessed, copied, downloaded, or exported. d. Mobile Device and Removable Media. All electronic files, which contain PII data, must be encrypted when stored on any mobile device or removable media (i.e. USB drives, CD/DVD, smartphones, tablets, backup tapes etc.). Encryption must be a FIPS 140-2 certified algorithm 128 bit or higher, such as AES. It is encouraged, when available and when feasible, that the encryption be 256 bit.
e. Antivirus Software. All workstations, laptops and other systems, which process and/or store PII, must install and actively use an antivirus software solution. Antivirus software should have automatic updates for definitions scheduled at least daily. f. Patch Management.
i. All workstations, laptops and other systems, which process and/or store PII, must have critical security patches applied, with system reboot if necessary. ii. There must be a documented patch management process that determines installation timeframe based on risk assessment and vendor recommendations. iii. At a maximum, all applicable patches deemed as critical must be installed within thirty (30) days of vendor release. It is recommended that critical patches which are high risk be installed within seven (7) days.
iv. Applications and systems that cannot be patched within this time frame, due to significant operational reasons, must have compensatory controls implemented to minimize risk.
6 EXHIBIT 2
Oocusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571887804 g. User IDs and Password Controls.
i. All users must be issued a unique username for accessing PII. ii. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee within twenty-four (24) hours. Note:
Twenty-four (24) hours is defined as one (1) working day. iii. Passwords are not to be shared.
iv. Passwords must be at least eight (8) characters.
v. Passwords must be a non-dictionary word.
vi. Passwords must not be stored in readable format on the computer or server. vii. Passwords must be changed every ninety (90) days or less. viii. Passwords must be changed if revealed or compromised. ix. Passwords must be composed of characters from at least three (3) of the following four (4) groups from the standard keyboard:
A. Upper case letters (A-Z)
B. Lower case letters (a-z)
C. Arabic numerals (0-9)
D. Special characters(!,@,#, etc.)
h. Data Destruction. When no longer needed, all PII must be cleared, purged, or destroyed consistent with NIST SP 800-88, Guidelines for Media Sanitization, such that the PII cannot be retrieved.
i. System Timeout. The systems providing access to PII must provide an automatic timeout, requiring re-authentication of the user session after no more than twenty (20) minutes of inactivity.
j. Warning Banners. The systems providing access to PII must display a warning banner stating, at a minimum:
i. Data is confidential;
ii. Systems are logged;
iii. System use is for business purposes only, by authorized users; and iv. Users shall log off the system immediately if they do not agree with these requirements.
k. System Logging.
i. The systems which provide access to PII must maintain an automated audit trail that can identify the user or system process which initiates a request for PII or alters PII.
ii. The audit trail shall:
A. Be date and time stamped;
7 EXHIBIT 2
Docusign Envelope ID: 72A9163B-BEA 1-46FE-ACDD-146571 B87804 B. Log both successful and failed accesses;
C. Be read-access only; and
D. Be restricted to authorized users.
iii. If PII is stored in a database, database logging functionality shall be enabled. iv. Audit trail data shall be archived for at least three (3) years from the occurrence.
I. Access Controls. The system providing access to PII shall use role-based access controls for all user authentications, enforcing the principle of least privilege. m. Transmission Encryption.
i. All data transmissions of PII outside of a secure internal network must be encrypted using a Federal Information Processing Standard (FIPS) 140-2 certified algorithm that is 128 bit or higher, such as Advanced Encryption Standard (AES) or Transport Layer Security (TLS). It is encouraged, when available and when feasible, that 256 bit encryption be used.
ii. Encryption can be end to end at the network level, or the data files containing PII can be encrypted.
iii. This requirement pertains to any type of PII in motion such as website access, file transfer, and email.
n. Intrusion Prevention. All systems involved in accessing, storing, transporting, and protecting PII, which are accessible through the Internet, must be protected by an intrusion detection and prevention solution.
8. AUDIT CONTROLS
a. System Security Review.
i. The Contractor must ensure audit control mechanisms are in place. ii. All systems processing and/or storing PII must have at least an annual system risk assessment/security review that ensures administrative, physical, and technical controls are functioning effectively and provide an adequate level of protection. iii. Reviews should include vulnerability scanning tools. b. Log Reviews. All systems processing and/or storing PII must have a process or automated procedure in place to review system logs for unauthorized access. c. Change Control. All systems processing and/or storing PII must have a documented 8 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804
9. change control process that ensures separation of duties and protects the confidentiality, integrity and availability of data.
d. Anomalies. When the County or DHCS suspects MEDS usage anomalies, the County will work with Contractor to investigate the anomalies and report conclusions of such investigations and remediation to California Department of Social Services (CDSS).
BUSINESS CONTINUITY/ DISASTER RECOVERY CONTROLS
a. Emergency Mode Operation Plan. The Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of PII kept in an electronic format in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this Agreement for more than twenty-four (24) hours.
b. Data Centers. Data centers with servers, data storage devices, and critical network infrastructure involved in the use, storage and/or processing of PII, must include environmental protection such as cooling, power, and fire prevention, detection, and suppression.
c. Data Backup and Recovery Plan.
i. The Contractor shall have established documented procedures to backup PII to maintain retrievable exact copies of PII.
ii. The documented backup procedures shall contain a schedule which includes incremental and full backups.
iii. The procedures shall include storing backups offsite. iv. The procedures shall ensure an inventory of backup media. v. The Contractor shall have established documented procedures to recover PII data.
vi. The documented recovery procedures shall include an estimate of the amount of time needed to restore the PII data.
vii. It is recommended that the Contractor periodically test the data recovery process.
10. PAPER DOCUMENT CONTROLS
9 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 a. Supervision of Data. The PII in pa per form shall not be left unattended at any time, unless it is locked in a file cabinet, file room, desk or office. Unattended means that information may be observed by an individual not authorized to access the information. b. Data in Vehicles. The Contractor shall have policies that include, based on applicable risk factors, a description of the circumstances under which the Contractor Staff can transport PII, as well as the physical security requirements during transport. A Contractor that chooses to permit its staff to leave records unattended in vehicles must include provisions in its policies to ensure the PII is stored in a non-visible area such as a trunk, that the vehicle is locked, and under no circumstances permit PII be left unattended in a vehicle overnight or for other extended periods of time. c. Public Modes of Transportation. The PII in paper form shall not be left unattended at any time in airplanes, buses, trains, etc., including baggage areas. This should be included in training due to the nature of the risk.
d. Escorting Visitors. Visitors to areas where PII is contained shall be escorted, and PII shall be kept out of sight while visitors are in the area.
e. Confidential Destruction. PII must be disposed of through confidential means, such as cross-cut shredding or pulverizing.
f. Removal of Data. The PII must not be removed from the premises of Contractor except for identified routine business purposes or with express written permission of HHS. g. Faxing.
i. Faxes containing PII shall not be left unattended and fax machines shall be in secure areas.
ii. Faxes shall contain a confidentiality statement notifying persons receiving faxes in error to destroy them and notify the sender.
iii. Fax numbers shall be verified with the intended recipient before sending the fax h. Mailing.
i. Mailings containing PII shall be sealed and secured from damage or inappropriate viewing of PII to the extent possible.
ii. Mailings that include five hundred (500) or more individually identifiable records containing PII in a single package shall be sent using a tracked mailing method 10 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804 that includes verification of delivery and receipt, unless the Contractor obtains prior written permission from HHS to use another method.
11. NOTIFICATION AND INVESTIGATION OF BREACHES AND SECURITY INCIDENTS During the term of this Agreement, the County agrees to implement reasonable systems for the discovery and prompt reporting of any Breach or Security Incident, and to take the following steps:
a. Initial Notice to HHS:
i. The Contractor will provide initial notice to the County. The Contractor agrees to perform the following incident reporting to County.
ii. Immediately upon discovery of a suspected security incident that involves data provided to Contractor by County, the Contractor will notify the County by email or telephone.
iii. Within one working day of discovery, the Contractor will notify the County by email or telephone of unsecured PII, if that PII was, or is, reasonably believed to have been accessed or acquired by an unauthorized person, any suspected security incident, intrusion, or unauthorized access, use, or disclosure of PII in violation of this Agreement, or potential loss of confidential data affecting this Agreement. Notice shall be made by contacting the County as provided in this agreement, including all information known at the time. iv. A breach shall be treated as discovered by the Contractor as of the first day on which the breach is known, or by exercising reasonable diligence would have been known, to any person (other than the person committing the breach), who is an employee, officer or other agent of the Contractor. v. Upon discovery of a breach, security incident, intrusion, or unauthorized access, use, or disclosure of PII, the Contractor shall take:
A. Prompt corrective action to mitigate any risks or damages involved with the breach and to protect the operating environment; and B. Any action pertaining to such unauthorized disclosure required by applicable Federal and State laws and regulations.
b. Investigation and Investigative Report. The Contractor shall immediately investigate breaches and security incidents involving PII. The Contractor will cooperate with the County during this investigation. Within seventy-two {72) hours of discovery, the Contractor shall provide new or updated information if available to County. The updated report shall include any other applicable information related to the breach or security 11 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 incident known at that time. The Contractor shall provide status update to County on a regular basis as agreed upon.
The Contractor shall provide to County all specific and pertinent information about the Breach, including copies of any reports conducted by the Contractor or on behalf of the Contractor. The Contractor shall waive any assertion of privilege in relation to such reports. Such information and/or reports shall be provided to County without unreasonable delay and in no event later than fifteen (15) calendar days the Contractor have such information and/or report.
c. Complete Report. The complete report of the investigation shall include an assessment of all known factors relevant to the determination of whether a breach occurred under applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the Information Protection Act, or other applicable law. The report shall include a Corrective Action Plan (CAP) which includes, at a minimum, detailed information regarding the mitigation measures taken to halt and/or contain the improper use or disclosure.
If County requests additional information related to the incident, the Contractor shall make reasonable efforts to provide County with such information. County will review report and determine whether a breach occurred and whether individual notification is required. County will maintain the final decision making over a breach determination. d. Notifications of Individuals. When applicable state or federal law requires notification to individuals of a breach or unauthorized disclosure of their PII, the County will make the decision to either notify clients or have the Contractor give notice. If the Contractor shall give the notice, it would be subject to the following provisions:
i. If the cause of the breach is attributable to the Contractor or its subcontractors, agents or vendors, the Contractor shall pay any costs of such notifications, as well as any and all costs associated with the breach. If there are any questions as to whether the County or the Contractor is responsible for the breach, the County and the Contractor shall jointly determine responsibility for purposes of allocating the costs;
ii. All notifications (regardless of breach status) regarding the beneficiaries' PII shall comply with the requirements set forth in Section 1798.29 of the California Civil Code and Section 17932 of Title 42 of the United States Code, inclusive of its implementing regulations, including but not limited to the requirement that the notifications be made without reasonable delay and in no event, later than sixty (60) calendar days from discovery;
12 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804 iii. The County has contractual requirement with the California Department of Social Services and California Department of Health Care Services to approve the time, manner and content of any such notifications and their review and approval shall be obtained before notifications are made. Therefore, the Contractor must provide the notifications to County to obtain review and approval prior to notifications are made. If notifications are distributed without State review and approval, secondary follow-up notifications may be required; and iv. The County may elect to assume responsibility for such notification from the Contractor.
e. Responsibility for Reporting of Breaches when Required by State or Federal Law. If the cause of a breach is attributable to the Contractor or its agents, subcontractors or vendors, the Contractor is responsible for all required reporting of the breach. If the cause of the breach is attributable to the County, the County is responsible for all required reporting of the breach. When applicable law requires the breach be reported to a federal or state agency or that notice be given to media outlets, DHCS (Department of Health Care Services) and CDSS (California Department of Social Services) (if the breach involves MEDS or SSA data), then the Contractor shall coordinate with the County to ensure such reporting is in compliance with applicable law and to prevent duplicate reporting, and to jointly determine responsibility for purposes of allocating the costs of such reports, if any.
f. County Contact Information. The Contractor shall utilize the below contact information to direct all notifications of breach and security incidents to the County. The County reserves the right to make changes to the contact information by giving written notice to the Contractor. Said changes shall not require an amendment to this Agreement or any other agreement into which it is incorporated.
Social Services Agency
Contact
County Privacy Officer
13 EXHIBIT 2
Docus1gn Envelope ID: 72A91 B3B-BEA 1-46FE-ACDD-146571 B87804
12. 13.
County of Orange
Social Services Agency
Contracts Services
500 N. State College
Blvd, Suite 100
Orange, CA 92868
714-541-7785
[email protected]
Linda Le, CHC, CHPC, CHP
County of Orange
OCIT - Enterprise Privacy &
Cybersecurity
1055 N. Main St, 6th
Floor
Santa Ana, CA 92701
Email: [email protected]
[email protected]
linda. [email protected]
COMPLIANCE WITH SSA (SOCIAL SECURITY ADMINISTRATION) AGREEMENT The County has agreed to comply with applicable privacy and security requirements in the Computer Matching and Privacy Protection Act Agreement (CMPPA) between the SSA and the California Health and Human Services Agency (CHHS), in the Information Exchange Agreement (IEA) between SSA and COSS, and in the Electronic Information Exchange Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with SSA (TSSR). If Contractor have access to the PII data provided by SSA, then Contractor must agree to comply with the applicable privacy and security requirements, which is available upon request.
If there is any conflict between a privacy and security standard in the CMPPA, IEA or TSSR, and a standard in this Agreement, the most stringent standard shall apply. The most stringent standard means the standard which provides the greatest protection to PII.
COMPLIANCE WITH DEPARTMENT OF HOMELAND SECURITY AGREEMENT The County has agreed to comply with substantive privacy and security requirements in the Computer Matching Agreement (CMA) between the Department/Agency of Homeland Security, United States Citizenship and Immigration Services (DHS-USCIS) and COSS. If Contractor have access to the PII data provided by DHS-USCIS, then Contractor must agree 14 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571 B87804
14. to comply with the applicable privacy and security requirements, which is available upon request.
If there is any conflict between a privacy and security standard in the CMA and a standard in this Agreement, the most stringent standard shall apply. The most stringent standard means the standard which provides the greatest protection to PII.
CONTRACTOR AGENTS. SUBCONTRACTORS. AND VENDORS
The Contractor agrees to enter into written agreements with all agents, subcontractors, and vendors that have access to the Contractor's PII. These agreements will impose, at a minimum, the same restrictions and conditions that apply to the Contractor with respect to PII upon such agents, subcontractors, and vendors. These shall include, at a minimum, (1) restrictions on disclosure of PII, (2) conditions regarding the use of appropriate administrative, physical, and technical safeguards to protect PII, and, where relevant, (3) the requirement that any breach, security incident, intrusion, or unauthorized access, use, or disclosure of PII be reported to the Contractor. If the agents, subcontractors, and vendors of the Contractor access data provided to the County by SSA or DHS-USCIS, the Contractor shall also incorporate the Agreement's Exhibits into each subcontract or subaward with agents, subcontractors, and vendors.
lS. ASSESSMENTS AND REVIEWS
16. In order to enforce this Agreement and ensure compliance with its provisions, the Contractor agrees to assist the County (on behalf of CDSS and DHCS) in performing compliance assessments. These assessments may involve compliance review questionnaires, and/or review of the facilities, systems, books, and records of the Contractor, with reasonable notice from the County. Such reviews shall be scheduled at times that take into account the operational and staffing demands. The Contractor agrees to promptly remedy all violations of any provision of this Agreement and certify the same to the County in writing, or to enter into a written CAP (Corrective Action Plan) with the County containing deadlines for achieving compliance with specific provisions of this Agreement.
ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
In the event of litigation or administrative proceedings involving the County based upon claimed violations by the Contractor of the privacy or security of PII, or federal or state laws or agreements concerning privacy or security of PII, the Contractor shall make all reasonable 15 EXHIBIT 2
Docusign Envelope ID: 72A91 B3B-BEA1-46FE-ACDD-146571B87804 effort to make itself and Contract Workers assisting in the administration of their program and using or disclosing PII available to the County at no cost to the County to testify as witnesses. The County shall also make all reasonable efforts to make itself and any subcontractors, agents, and employees available to the Contractor at no cost to the Contractor to testify as witnesses, in the event of litigation or administrative proceedings involving the Contractor based upon claimed violations by the County of the privacy or security of PII, or state or federal laws or agreements concerning privacy or security of PII. 16 EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 1 of 19 Second Amendment to Sublease CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
SECOND AMENDMENT TO SUBLEASE
THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT ( “Second Amendment”) is made and entered into on July 1, 2025, (“Effective Date”), by and between CITY OF SANTA ANA a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California , (hereinafter referred to as “Sublessor”) and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter referred to as “ County”), without regard to number and gender. Sublessor and County may sometimes hereinafter be referred to individually as “Party” or jointly as “Parties.”
R E C I T A L S
I. Pursuant to a sublease dated May 7, 2019, (“Sublease”), County subleases from Sublessor approximately 1,260 rentable square feet of office space in the building located at 801 W. Civic Center, Suite 200, in the City of Santa Ana, State of California (“Premises”) in order to provide CalWORKS services (“Services”).
II. On July 1, 2023, the Parties agreed to extend the term of the Sublease for an additional two years, with a termination date of June 30, 2025 (“First Amendment”) III. The County and Sublessor intend to enter into a new Memorandum of Understanding (“MOU”) agreement which will commence on July 1, 20 25, and terminate on June 30, 2028, for County to continue to provide Services at the Premises.
IV. The Parties have agreed to also amend the Sublease consistent with the terms below, to extend the term through June 30, 2028, to be coterminous with the new MOU, to reduce rentable square footage and to adjust rent.
NOW, THEREFORE, in consideration of the Recitals, above, which are incorporated herein by this reference, the Parties do herby agree to amend the Sublease as of the Effective Date first written above as follows:
A. Clause 2 PREMISES (1.2 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“Sublessor subleases to County that certain property described in Revised Exhibit A and shown on Revised Exhibit B, which exhibits are attached hereto and by reference made a part hereof, of approximately eight hundred sixty nine (869 ) rentable square feet (“ RSF”) in the building located at 801 W. Civic Center Drive, Suite 200, Santa Ana , California (collectively, the “ Premises”), together with non -exclusive, in common use of elevators, stairways, washrooms, hallways, driveways for vehicle ingress and egress, pedestrian walkways, other facilities and common areas appurtenant to the Premises.” B. Clause 6 TERM (1.6 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“6. TERM (1.6 S)
EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 2 of 19 Second Amendment to Sublease The term of this Sublease commenced on May 7, 2019 (“Commencement Date”) and shall terminate on June 30, 202 8, unless otherwise terminated consistent with Clause 8 (OPTION TO TERMINATE SUBLEASE) of this Sublease.”
C. Clause 10 RENT ADJUSTMENT (2.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“10. RENT ADJUSTMENT (2.0 S)
The monthly Rent payable by County for the Premises (“Rent”) shall be automatically adjusted as follows:
Period Monthly Rent Per Square Foot
7/1/25-6/30/26 $2,365.73 $2.72
7/1/26-6/30/27 $2,436.70 $2.80
7/1/27-6/30/28 $2,509.80 $2.89
The monthly Rent, above, is the amount to be paid by County. The “Per Square Foot” rate, above, is an estimate for statistical purposes only and for no other purpose.” D. Clause 62 NOTICES (7.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“62. NOTICES (7.0 S)
All written notices pursuant to this Sublease shall be addressed as set forth below or as either Party may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by facsimile machine, or seventy -two (72) hours after deposit in the United States Mail. Notwithstanding the above, notices may also be provided by personal delivery, by regular mail, or by electronic mail and any such notice so given shall be deemed to have been given upon receipt.
TO: Sublessor
City of Santa Ana
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
Attention: Deborah Sanchez
With a copy to:
City Attorney’s Office
City of Santa Ana
20 Civic Center Plaza, M-29
Santa Ana, CA 92701
TO: County
County of Orange
Social Services Agency
500 N. State College Boulevard, 6th Floor
Orange, CA 92868
Attention: Director, Administrative Services
With a copy to:
County Executive Office
400 W. Civic Center Drive, 5th Floor
Santa Ana, CA 92701
Attention: Chief Real Estate Officer”
EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 3 of 19 Second Amendment to Sublease E. Clause 63 ATTACHMENTS (7.0 S) is hereby deleted from the Sublease in its entirety and the following clause is substituted:
“63. ATTACHMENTS (7.0 S)
This Sublease includes the following, which are attached hereto and made a part hereof:
I. EXHIBITS
Revised Exhibit A - Description of the Premises
Revised Exhibit B – Depiction of the Premises
Revised Exhibit C - First Amendment to Office Lease (Master Lease)” Clause 64 [COUNTERPARTS (N)] is hereby added to the Sublease in its entirety:
“64. COUNTERPARTS (N)
This Second Amendment may be executed in one or more electronic or original counterparts, each of which will be deemed an original signature but all of which together will constitute one and the same instrument.” F. Wherever a conflict in the terms or conditions of this Second Amendment, First Amendment, and/or the Sublease exists, the terms and conditions of this Second Amendment shall prevail. In all other respects, the terms and conditions of the Sublease and/or First Amendment not specifically changed by this Second Amendment shall remain in full force and effect.
//
//
//
//
//
EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 5 of 19 Second Amendment to Sublease
REVISED EXHIBIT A
PROJECT NO: CEO/SBL/SSA-017-060-1 DATE: 3/7/25
PROJECT: American Job Center WRITTEN BY: ES
Santa Ana WORK CENTER
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
All the Premises referred to and shown as crosshatched on a plot plan marked Revised Exhibit B, attached hereto and made a part hereof, being approximately Two Hundred Sixty-One (261) RSF of exclusive office space and approximately Six Hundred Eight (608) RSF of non -exclusive office space in a four (4) story building located at 801 West Civic Center Drive, Suite 200, in the City of Santa Ana, County of Orange, State of California, together with appurtenant right to use common areas located thereon, and in common with others the non-exclusive right to use any unreserved parking spaces in the parking structure located at the southwest corner of the property shown on Revised Exhibit B.
NOT TO BE RECORDED
EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 6 of 19 Second Amendment to Sublease
REVISED EXHIBIT B
Sublease Area:
Room 222 and Room 230
EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 7 of 19 Second Amendment to Sublease
REVISED EXHIBIT C
EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 8 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 9 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 10 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 11 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 12 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 13 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 14 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 15 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 16 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 17 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 18 of 19 Second Amendment to Sublease EXHIBIT 2
ES: 3/12/25 CEO/SBL/SSA-017-60-1
SSA/City of Santa Ana Page 19 of 19 Second Amendment to Sublease EXHIBIT 2