Memorandum of Understanding
For
Santa Ana Workforce Development Board
and the
Santa Ana Housing Authority
Exhibit 3
2 MEMORANDUM OF UNDERSTANDI
NG
1) LEGAL AUTHORITY
The Workforce Innovation and Opportunity Act (“WIOA”) sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( “MOU”) with each America’s Job Center of California (“AJCC”) Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further de scribed in the WIOA; Join t Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance.
Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requi rements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200.
2) AJCC Partner
The parties to this MOU are the City of Santa Ana, the Santa Ana Workforce Development Board (“SAWDB”), and the Santa Ana Housing Authority, 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 pr ovisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and Santa Ana H ousing Authority, the collocated AJCC Partner, and to de fine 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 establis h a framework to support the established service delivery through the sharing of resources and costs.
4) DURATION
The term of this MOU shall commence July 1, 2025 and terminate June 30, 2028, unless earlier terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the Parties shall be obligated to perform such duties as would nor mally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality.
This MOU will remain in effect until the term ination date, unless one of the conditions in Paragraph 32 occurs.
.
Exhibit 3
3 5) MODIFICATIONS AND REVIS
IONS
This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modifi ed, 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 pr ior written notice and pr eapproval 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 SAWDB Partners.
Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana’s vision is sensitive to the needs of its unique demographics. The SAWDB’s overall strategies include:
a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana’s workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base;
c) Educating Santa Ana’s current and future wo rkforce through classr oom 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 se rvices through the SAWDB’s network of partnerships, volunt eer organizations, and establis hed 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
Exhibit 3
4 The AJCC i
s currently located at the Santa Ana WORK Center (“SAWC”) 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. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA se rvices to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those need s are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included he rein as Attachment 2 and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, incl uding: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including:
i. Job vacancy listings in labor market areas;
ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in-demand occupations, including earnings and opportunities for advancement;
e. Provision of performance and program co st information on the Eligible Training Provider List (“ETPL”) eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and,
i. Assistance in establishing eligibility fo r programs of financial aid assistance for training and education programs not funded through WIOA.
2. Individualized Career Services:
a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services;
d. Group counseling;
e. Individual counseling;
f. Career planning;
g. Short-term pre-vocational services, includ ing: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training;
Exhibit 3
5 h. Workforce preparation activ
ities, including: basic academic; and, obtaining other
skills necessary for successful transition into postsecondary education, training or employment;
i. Financial literacy services; and,
j. Out-of-area job search assistance and relocation assistance.
3. Training Services:
a. Occupational skills training;
b. On-the-Job training;
c. Incumbent worker training;
d. Programs that combine workplace traini ng 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 combin ation with any of the aforementioned training Services;
j. Adult education and literacy activities, including: acti vities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training;
l. 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 SAWDB will procure the AJCC Operator thr ough a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget’s (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All docum entation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re-competed at least every three years and no later than every four years.
2. ROLES AND RESPONSIBILITIES OF PARTIES
a. Provision of Applicable Career Services and Participation in Planning and Development:
The parties to this MOU will work closely together to ensure that the AJCC is a high-performing work place with staff that ensure quality of se rvice. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner Exhibit 3
6 Services. Th
e AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following:
i. Continuous partnership building;
ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs.
Parties agree to the co-enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one-stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that woul d require them to be banned from the center or behavior that requires police intervention.
Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU.
Parties agree that the pr ovisions contained herein are made s ubject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers.
Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with:
i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016);
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: Discrimi nation Based on Gender Identity, Gender Expression and Sex Stereotypi ng are Prohibited Forms of Sex Discrimination in the Workforce Development System and other gui dance 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;
Exhibit 3
7 ix. The Age Discrim
ination Act of 1975, as amended;
x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99);
xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38);
xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and,
xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts.
The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES
Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that prom
ote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through:
a. Effective communication, infor mation sharing, 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, a ssessment, referral, and case management processes;
e. The use of common and/or linked data management systems and data sharing methods, as appropriate;
f. Leveraging of resources, in cluding other public agency and non-profit organization services;
g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and
h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration.
Exhibit 3
8 Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services.
9) REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners’ programs represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for Partners and customers;
c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate;
d. Provide substantive referrals to customer s who are eligible for supplemental and complementary services and benefits under Partner programs;
e. Regularly evaluate ways to improve the refe rral process, including the use of customer satisfaction surveys;
f. Commit to robust and ongoing communication required for an effective referral process;
g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level;
h. Ensure that intake and referral processes are customer-centered with the intent to provide high quality customer service;
i. Ensure that general information regardin g AJCC programs, services, activities, and resources shall be made available to all customers as appropriate;
j. Ensure that referrals will be made via email or other electronic means;
k. Ensure that referrals will in clude a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co-location, or real-time technology (two-way communicatio n and interaction with AJCC Partners that results in services needed by the customer); and,
l. Ensure that the referral process will includ e specific staff name, the activity required, desired outcome and a method fo r communicating back to the referring agency that the service need was addressed.
Exhibit 3
9 10) SUPERVISION/DAY TO DAY OPERATIONS
a. Day-to-Day Supervision
The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Changes in work assignments or concerns regarding the responsib ilities of the partie s are to be handled between the site supervisor and Partner management.
b. Santa Ana WORK Center Hours of Operation
The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm.
c. Partner Staff Office Hours
The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year.
d. Building Accessibility
All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and ex it the parking lot. It is all individual staff’s responsibility to keep them secure. Should they damage or lose them they can be replace 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 rela ting to payment of each party's employee(s), including compliance with soci al security withholding, workers' compensation, and all other regulations governing such matters.
11) AJCC OPERATING BUDGET
The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated se rvice delivery system. Th e goal of the operating budget is to develop a funding mechanism that:
a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area;
b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Pa rtners (thereby improving each program’s effectiveness);
Exhibit 3
10 c. Reduces overhead costs for any one Partne r by streamlining and sharing financial, procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC cent ers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and,
e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB’s high-standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations:
a. Infrastructure costs (also se parately outlined below in the Infrastructure Funding Agreement);
b. Career services; and
c. Shared services.
All costs must be included in the MOU, allocat ed according to the AJCC Partner’s proportionate use and relative benefits receive d, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure co sts are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonabl e and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference.
12) INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement (“IFA”) contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. Th e overall AJCC operating budget includes the Comprehensive Cost Allocation a nd Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference.
AJCC infrastructure costs are defined as non-per sonnel costs that are necessary for the general operation of the AJCC, including, but not limited to:
a. Rental of the facilities;
b. Utilities, maintenance and services;
Exhibit 3
11 c. Equipment, including assessment-related products and assistive technology for individuals with disabilities; and,
d. Technology to facilitate access to the AJCC, including technology used for the center’s planning and outreach activities.
Any changes to 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 infrastructu re cost sharing methodology is to summarize, in writing, the methods and procedures that th e SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month.
14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY
a. Rent Costs: Rent costs shall be based on the base rent and common area maintenance (CAM) charges. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that pe rcentage to the common area square footage.
Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budge t, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual incr ease of no more than 3% over the ten-year life of the Office Lease do cument (Attachment 5 attached herewith and incorporated herein by reference).
b. Utilities, Maintenance and Services: This section includes telephone services, which includes voice-mail on AJCC Partners’ phones. Cost s for staff phones are charged based on the AJCC Partner’s assigned space. Common area phones will be charged according to space allocation. Security guard services are also included in this section and are allocated based on the percentage of space usage. Security guard services will increase by approximately 5% annually.
c. Equipment: Public computer are shared and available to all clients. These are allocated on the AJCC partner’s assigned space percentage.
d. Technology and Internet Access Costs: Cost of printers and copiers for common use that are connected to the internet, and other technology that may become necessary for shared use are allocated based on the AJCC partners percentage of space usage.
15) INFRASTRUCTURE CONTRIBUTIONS
The AJCC Partner may provide cash, non-cash (in- kind), and third-party in-kind contributions to cover its share of infrastructure costs. In-k ind contributions cannot be used to fund non- infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Exhibit 3
12 Partner’s proportionate share.
If third-party in-kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner’s proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners.
a. Cash
Cash funds provided to the SAWDB, or its design ee, 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 cost s associated with AJCC operati ons, by a non-AJCC Partner to:
Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760].
16) OTHER AJCC DELIVERY SYSTEM COSTS
In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners wi ll use a portion of funds made available under thei r 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 WSD18-12, 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 se rvice indicated in the Santa Ana AJCC Partner Services.
b. Required Consolidated Budget for the Delivery of “Applicable Career Services” The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Part ner’s costs for the service delivery of each applicable career service and a consolidated system budget for career services appli cable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions.
Exhibit 3
13 AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in ot her System costs through non-cash (in-kind) contributions as set forth herein.
17) DATA SHARING
City/SAWDB is required to maintain policies and procedures for safeguarding PII. The provision also requires training for the vendor/partner. Parties agree that the use of high-quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers.
Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers’ interaction with the integrated system and allows information collected from customers at intake to be captured once.
Parties further agree that the coll ection, use, and disclosure of customers’ personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws.
Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements.
All data, including customer PII, collected, used, and disclosed by Pa rtners will be subject to the following:
a. Customer PII will be properly secured in accordance with the SAWDB’s policies and procedures regarding the safeguarding of PII;
b. The collection, use, and disclosure of custom er education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws;
c. All confidential data contained in Unempl oyment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603;
d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38;
e. Customer data may be shared with other pr ograms, for those programs’ purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required;
f. Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and,
g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)).
All AJCC and Partner staff will be trained in th e protection, use, and disclosure requirements governing PII and any other confidential data fo r all applicable programs, including FERPA- Exhibit 3
14 protected education records, confidential informa tion in UI records, and personal information in VR records.
18) CONFIDENTIALITY
There are strict confidentiality requirements unde r State and Federal laws. All parties expressly agree to abide by all applicable Federal, Stat e, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations.
Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law.
Each party will ensure that access to software sy stems and files under its c ontrol that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals.
To the extent that confidential, private, or ot herwise protected information needs to be shared amongst the parties for the parties’ performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With resp ect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures.
With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agre ement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99.
With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38.
19) PRESS RELEASES AND COMMUNICATIONS
All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media rega rding its duties or performance unde r 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 deve loped by the State of California and the SAWDB on buildings identified for AJCC usage.
Exhibit 3
15 20) ACCESSIBILITY
Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran’s status, or on the basis of any other classification protected under state or federal law.
21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY
All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is deni ed 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 constitu tes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability.
22) GRIEVANCES AND COMPLAINTS PROCEDURE
City is required to maintain a procedure for grievance and complaints per the WIOA. 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 ot her immediately when a customer violates an established policy that would re quire them to be banned from the center or involves police authorities.
23) AMERICAN’S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE
The AJCC Partner agrees to ensure that the po licies and procedures as well as the programs and services provided at the AJCC are in complia nce with the Americans with Disabilities Act (“ADA”) and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA.
24) HOLD HARMLESS/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 fr om the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except fo r Departments of the State of California which cannot provide for indemnificati on 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 Exhibit 3
16 out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU.
25) SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force.
26) DRUG AND ALCOHOL-FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug- Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug-free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for su spension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94.
27) CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd An ti-Lobbying Amendment (31 U.S.C. Section1352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations.
28) DEBARMENT AND SUSPENSION
All parties shall comply with the debarm ent and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485.
29) PRIORITY OF SERVICE
All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guid ance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with di sabilities, low-income individuals, basic skills deficient youth, and English language learners.
30) BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the “Buy American Act.”) and as referenced in WIOA Section 502 and 20 CFR 683.200(f).
Exhibit 3
17 31) SALARY COMPENSATION AND BONUS LIMITATIONS
Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Servi ce (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 ei ther direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II.
32) TERMINATION
This MOU will remain in effect until the end date specified in section 4 above, unless:
a. Federal oversight agencies charged with the administra tion of WIOA are unable to appropriate funds or if funds are not otherw ise 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 fundi ng shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the conti nuation 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, th e non-breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately.
In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed.
This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or hi s/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 withdr aw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner.
33) NOTICES
All notices, requests, claims, correspondence, reports , statements authorized or required by this Agreement, and/or other communications shall be addressed as follows:
Exhibit 3
18 City of Santa Ana: City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
Partner: Santa Ana Housing Authority
Attn: Housing Manager
20 Civic Center Plaza M-25
Santa Ana, CA 92701
34) INSURANCE
The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liabil ity, business personal property, workers’ compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such in surance by endorsement, to the co mmercial general liability and employee dishonesty/crime insurance policies and the coverage shall be primary and non- contributory with regard to the City.
35) AUTHORITY AND SIGNATURES
The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing.
ATTACHMENTS
Attachment 1: AJCC Partners Location and Map
Attachment 2: Santa Ana AJCC Partner Services
Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services
Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease
Exhibit 3
Exhibit 1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST:
Jennifer L. Hall
City Clerk
CITY OF SANTA ANA
Alvaro Nuñez
City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
d -lla
Andrea Garcia-Miller
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
ichaelL.Sarет
Michael L. Garcia
Executive Director
Community Development Agency
FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD
Workforce Development Board Chair
FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER
Santa Ana Housing Authority
AJCC Partner
iche Haria
Michael L. Garcia
Executive Director
Community Development Agency
7/1/2025
Date
20 Civic Center Plaza M-25, Santa Ana, CA 92701
Address
19 Exhibit 3
Attachment 1
AJCC Partners Location and Map
Partner Program Partner
Organization
Authorization/Category Physically
Co-Located
Title I Adult, Dislocated
Workers and Youth
programs
City of Santa Ana WIOA Title I Adult, Dislocated Workers, Youth Programs Yes
Adult Education/
Literacy and Carl Perkins
Career Technical
Education
Rancho Santiago
Community College
District
WIOA title II Adult Education and Family
Literacy Act (AEFLA) program
No
Career and technical education (CTE)
programs at the postsecondary level,
authorized under the Carl D. Perkins Career
and Technical Education Act of 2006 (20 U.S.C.
2301 et seq.)
Wagner-Peyser
Employment
Development
Department (EDD)
WIOA title III Wagner-Peyser Employment
Services, authorized under the Wagner-Peyser
Act (29 U.S.C. 49 et seq.), also providing the
state’s public labor exchange.
Yes
Veterans
Employment
Development
Department (EDD)
Jobs for Veterans State Grants (JVSG),
authorized under chapter 41 of title 38, U.S.C. Yes
Trade Act
Employment
Development
Department (EDD)
Trade Adjustment Assistance (TAA),
authorized under chapter 2 of title II of the
Trade Act of 1974 (19 U.S.C. 2271et seq.)
Yes
Unemployment
Insurance (UI)
Employment
Development
Department (EDD)
Unemployment Insurance (UI) programs under
state unemployment compensation laws. No
Vocational
Rehabilitation Services
State Department of
Rehabilitation
WIOA title IV State Vocational Rehabilitation
program authorized under title I of the
Rehabilitation Act of 1973 (29 U.S.C. 720 et
seq.)
Yes
Temporary Assistance
for Needy Families
(TANF)
Social Service
Agency-Family Self-
Sufficiency
Temporary Assistance for Needy Families
(TANF), authorized under part A of title IV of
the Social Security Act (42 U.S.C. 601 et seq.)
Yes
Senior Aid Program
Senior Aid Program
Regions II & III
SER-Jobs for
Progress, Inc.
Senior Community Service Employment
Program (SCSEP), authorized under title V of
the Older Americans Act of 1965 (42 U.S.C.
3056 et seq.)
Yes
Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American
Programs
United American Indian
Involvement, Inc.
Indian and Native American Programs (Section
166) No
Housing & Urban
Development
Santa Ana Housing
Authority
Housing & Urban Development (HUD) Yes
Adult Demonstration Orange County
Sheriff’s Department
Reentry Employment Opportunities (EO)
programs authorized under sec. 212 of the
Second Chance Act of 2007 (42 U.S.C. 17532)
and WIOA sec. 169
No
Exhibit 3
Attachment 1
AJCC Partners Location and Map
Exhibit 3
SANTA ANA AJCC Partner Services Attachment 2
1 Partner Name Entity/Program
SANTA ANA AJCC Partner Services
Service
Delivery
Method Career Training Employer
Title I Adult, DW, Youth City of Santa Ana 1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17 1, 2, 5, 7, 9 1,2,3,4,5,6,7,8 FT, T, B, P, O Adult Education/ Literacy
Rancho Santiago
Community College
District
2, 3, 12, 14‐15, 17 1, 8 B, P, O
Wagner‐Peyser Employment Development
Department (EDD) 1,2,3,4,5,6,8,9 ,10,17, 1,2,3,416,7,8 FT,PT,T,A,B,P,V Veterans (Jobs for Veterans
State Grant)
Employment Development
Department (EDD)
1,2,3,4,5,6,8,9,10,11,
12,13,14,15,16,17 1,2,3,4,6,7 FT,T,A,B,P,V
Trade Act (Trade Adjustment
Assistance)
Employment Development
Department (EDD) Current program is expired
Unemployment Compensation Employment Development
Department (EDD) 1,9 8 T,A,B
Vocational Rehabilitation State Department of
Rehabilitation
1, 2, 3, 4, 5, 6, 7, 8 , 11, 12, 13, 14, 15,
16, 17
DOR Eligible: 1,
2, 3, 4, 5, 6, 7,
8, 9,
1, 2, 4 DOR
Eligible: 3, 5,
8 PT, FT
TANF Social Service Agency‐
Family Self‐Sufficiency
Carl Perkins Career Technical
Education
Rancho Santiago
Community College
District
Title V Older Americans Act
Senior Aid Program
Regions II & III SER‐Jobs for
Progress, Inc.
1, 2, 3, 4, 8, 10, 11, 12, 13, 15, 16 1, 2, 5, 7 PT, T, B Job Corps Long Beach Job Corps
Native American Programs
(Section 166)
United American Indian
Involvement, Inc.
Exhibit 3
SANTA ANA AJCC Partner Services Attachment 2
2 Housing & Urban
Development Housing Authority 1,2, 3, 4, 8, 10,13, 15,16,17 FT, B, P, O
CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency.
Basic Career Services
1. Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation.
2. Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies.
3. Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources.
4. Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, orientation to the labor market, resume preparation assistance, referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre-layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information.
5. Employment Statistics-Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI)
6. Eligible Provider performance and program Cost Information: Collect and provide information on:
A. Eligible training service providers (described in WIOA Section 122) Exhibit 3
SANTA ANA AJCC Partner Services Attachment 2
3 B. Eligible youth activity providers (described in WIOA Section 123)
C. Eligible adult education providers (described in WIOA Title II).
D. Eligible postsecondary vocational educational activities a nd vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301).
E. Eligible vocational rehabilitati on 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: Provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center.
10. Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area.
1l. Follow-Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment.
Individualized Career Services
12. Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include:
A. Diagnostic Testing and use of other assessment tools; and
B. In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals.
13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals.
Exhibit 3
SANTA ANA AJCC Partner Services Attachment 2
4 14. Group Counseling
15. Individual Counseling 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 of learning 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:
1. Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels.
2. On-the-Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages.
3. Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs
4. Training programs operated by the private sector
5. Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry-recognized certification or credential.
6. Entrepreneurial training
7. Job-readiness training
Exhibit 3
SANTA ANA AJCC Partner Services Attachment 2
5 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 individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to read, write, and speak in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job,
9. Customized training: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted with a commitment by the employer to employ an individual upon successful completion of the training and for which the employer pays for a portion of the cost of training.
Employer Services: Santa Ana Work Center services offered to employers include:
1. Employer needs assessment: Evaluation of employer needs, particularly future hiring and talent needs.
2. Job posting: Receiving and filling of job openings; searching resumes; providing access to a diverse labor pool.
3. Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements.
4. Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and 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 training providers, federal laws and requirements, tax information, apprenticeship
8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc.
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.
Exhibit 3
SANTA ANA AJCC Partner Services Attachment 2
6 Service Delivery Codes: How will your agency provide the services indicated?
Code Method Description
FT On-Site Staff Full Time
PT On-Site Staff Part Time
T Access Via Telephone
A Access Via Automated System
B Brochure/Handout
P Posting at One-Stop Center
O Other
NA Not Applicable
Exhibit 3
Attachment 3
Santa Ana
491.33 Sq Ft
2.54% Percentage
Cost Category/
Line Item Cost Details
Monthly
Cost
Monthly
Property
Rent
Total
Monthly
Rent and
Equipment
Cost
Rent
Base Rent Incl. Janitorial, Maint and Utilities ‐ 1,224.95 1,224.95 CAM Charges ‐ 41.53 41.53 Operational Cost 2% of Rent ‐ ‐ ‐
Management Fee 1.76% of Rent ‐ ‐ ‐
Parking Parking Overages 38.15 ‐ 38.15
Total Rent $38.15 $1,266.48 $1,304.63
Utilities/Maint/Service
Telephone Services Dial Tone and Voice Mail ‐ ‐ ‐ Shared Phones by usage percentage ‐ ‐ ‐
Security Guard 1040 hrs x $30.18 1040 x $31.69 129.70 ‐ 129.70 Total Utilities/Maintenance $129.70 $129.70
Equipment
Public Computers ‐ ‐ ‐
Resource Room Computers (21) ‐ ‐ ‐
Computer Lab Computers (21) ‐ ‐ ‐
Total Equipment $0.00 $0.00
**Tech & Access Costs
Access System/Card Key Card System ‐ ‐ ‐ Data & Phone Cabling Cabling ‐ ‐ ‐ Information Technology Cost Wireless Network Bridge Maintenance ‐ ‐ ‐ ***Copiers (Annual) Resource Room used by clients 2.76 ‐ 2.76 Copy room Copier for staff only 1.78 ‐ 1.78 Total Technology and Access $4.54 $4.54
Lease & Infrastructure Total $172.39 $1,266.48 $1,438.87 ** Technology and Access Costs are all based on percentage Revised 5/28/2025 9:18 AM ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged AJCC Comprehensive Infrastructure and Other Costs Budget 2025‐2026 SAHA
Exhibit 3
Attachment 3‐1
Applicable Career Services
Sharing Other One-Stop Delivery System Costs
The budget must include “applicable career services” as well as any other shared costs agreed upon by the AJCC partners. While only co-located partners share infrastructure costs, all One-Stop partners must share in other system costs, including applicable career services.
Required Consolidated System Budget for “Applicable Career Services” Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner’s costs for the service delivery of each applicable career service.
Unlike infrastructure cost sharing, other system costs, including “Applicable Career Services” are not limited to the non-personnel costs and should include all costs related to the administration and delivery of those services.
AJCC Applicable Career Services DOR
Career Services:
Eligibility Determination (1)
Outreach, Intake and Orientation (2)
Initial Assessment (3)
Job Search, Placement Assistance, and Career Counseling (4) Employment statistics-Labor Market Information (5)
Eligible Provider performance and program Cost Information (6) Local Performance Information (7)
Supportive Services' Information (8)
Unemployment Compensation(9)
Eligibility Assistance(10)
Follow-Up Services(11)
Comprehensive and Specialized Assessments(12)
Individual Employment Plan Development (13)
Group Counseling (14)
Individual Counseling and Career Planning (15)
Case Management (16)
Short-Term Prevocational Services (17)
$589,069.89
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 retraining (5)
Entrepreneurial training (6)
Job-readiness training (7)
Adult Education and Literacy programs (8)
Customized training (9)
$2,356,279.58
Exhibit 3
Attachment 3‐1
Applicable Career Services
Employer Services
Employer needs assessment (1)
Job posting (2)
Applicant pre-screening (3)
Recruitment assistance (4)
Training assistance (5)
Labor Market Information (6)
Employer information and referral (7)
Rapid Response and Layoff Aversion (8)
$0
Total Career Service Cost
$2,945,349.48
Exhibit 3
Attachment 4
EDD 9448.78 48.90% 23,556.90$ 885.74$ 6,371.95$ 30,814.59$ 2,542,122.41$ Santa Ana WORK Center (City of Santa Ana) 5955.50 30.82% 14,847.73 $ 1,375.51$ ‐$ 5,147.23$ 21,370.47$ ‐$ 1,947,477.00$ Department of Rehabilitation 163.78 0.85% 408.32$ 13.84$ 118.42$ 540.58$ ‐$ 2,945,349.48$ Social Services Agency‐Family Self‐Sufficiency 868.97 4.50% 2,166.45$ 199.29$ 2,365.74$ 1,235,907.20$ Santa Ana Housing Authority 491.33 2.54% 1,224.95$ 41.53$ 172.39$ 1,438.87$ 202,860.00$ SER Jobs for Progress 236.56 1.70% 816.64$ 27.68$ 236.87$ 1,081.19$ 12,397.50$ Rent Stabilization Division 1737.52 8.99% 4,331.84$ 146.86$ 475.14$ 4,953.84$ ‐$ Santa Ana Public Library 327.56 1.70% 816.64$ 27.68$ 132.74$ 977.06$ ‐$ Community Action Partnership of OC
Rancho Santiago Community College District
Job Corps
United American Indian Involvement, Inc.
Total Rentable Space 19230.00 100.00%
48,169.47$ 1,633.10$ 885.74$ 12,854.03$ 63,542.34$ ‐$ 8,873,716.09$ Revised 6/10/25 6:23:46 AM
Comprehensive Cost Allocation and Partner Contributions AJCC (Comprehensive)
Partner Program
Square Footage
Paid for Based on
Office Sharing /
Payment Ratio
% of Total
Square
Footage
Monthly ChargesMonthly Property
Rent*
Monthly Rent +
and Charges
Partner
Contributions
Yearly Career
Services**
Amount : In‐
Kind
Operational Cost
and Management
Fees
CAM Charges
Exhibit 3
INSURANCENOT REQUIRED
WORKMAYPROCEED
CITYCLERK
DATE:
FIRST AMENDMENT TO OFFICE LEASE BETWEEN
LDt(2i( hV SANTA ANA CA I SGF, LLC AND THE CITY OF SANTA ANA M600011l
A-2017-264-02A
THIS FIRST AMENDMENT TO OFFICE LEASE ( this " First Amendment") is entered intoasof -Sun& tv 1 2023 (the "EffectiveDate") byandbetweenSANTA ANACA I SGF, LLC, a Delaware limited liability company ("Landlord"), and THE CITY OF SANTA ANA, a charter city and municipal corporation (" Tenant").
cv
WITNESSETH:
0.!7
z WHEREAS, Landlord, as successor -in -interest to CF SANTANA, LLC, a Delaware limited liability company, and Tenant entered into that certain Office LeaseNo. A-2017-264 dated October 7, 2017, Tenant Estoppel Certificate No. A-2017-264-01 dated February 8, 2018, and Exhibit B Notice of LeaseTerm DatesNo. A-2017- 264-02 datedFebruary 16, 2018 (hereinafter collectively referred to as the " Lease"), pursuant to which Landlord leased to Tenant and Tenant leasedfrom Landlordthat certainpremisesidentifiedas Suite200 containingapproximately 19,321 rentablesquarefeet of office space (the "Premises") in the building locatedat 801 Civic Center Drive, Santa Ana, CA 92701 ( the ` Building');
WHEREAS, Landlord and Tenant desire to amend the Lease to set a new Term of the Lease, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the aforesaid premises and the other agreementsand covenantshereafterset forth and for other good and valuable consideration, the receiptof which is herebyacknowledged, the partiesdo herebyagreeasfollows:
1. Incorporation of Recitals. The aboverecitals are hereby incorporated intothis First Amendment as if fully set forth herein. As usedherein the term " Lease" shall mean the Lease as amendedby this First Amendment.
2. Definitions. All capitalized terms used in this First Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein.
3. Term. The Initial Term as defined by Section 3, Basic Lease Provisions, of the Leaseisherebyfor aperiodof OneHundredTwenty (120) full calendarmonths, commencingon July I, 2023 and expiring on June 30, 2033 (the "Term").
Tenantshallhavethe right to extendtheTermfor two (2) sixty (60) monthperiods, in accordance with Section 3. 2. 2, Standard Lease Provisions, of the Lease.
4. Base Rent. Commencing on July 1, 2023, Tenantshall pay Base Rent in the following amounts:
Dates Annual Base Rent
Monthly Installment
of Base Rent
Annual Rental Rate
per RSF
7/ I/ 2023- 6/ 30/ 2024 544, 852. 20 45, 404. 35 2. 35
5910216. 11
Exhibit 3
7/ l/ 2024 6/ 30/ 2025 561, 197. 77 46, 766. 48 2. 42
7/ l/ 2025 6/ 30/ 2026 578, 033. 70 48, t69. 47 2. 49
7/ l/ 2026 6/ 30/ 2027 595374. 71 49, 614. 56 2. 57
7/ l/ 2027 6/ 30/ 2028 613, 235. 95 51, 103. 00 2. 64
7/ l/ 2028 6/ 30/ 2029 631, 633. 03 52, 636. 09 2. 72
7/ l/ 2029 6/ 30/ 2030 650, 582. 02 54, 215. 17 2. 81
7/ l/ 2030 6/ 30/ 2031 670 099. 48 55, 841. 62 2. 89
7/ l/ 2031 6/ 30/ 2032 690, 202. 47 57, 516. 87 2. 98
7/ l /2032 6/ 30/ 2033 710, 908. 54 59, 242. 38 3. 07
BaseYear. The "BaseYear" is herebyamendedto reflect calendaryear2023.
6. Subsection1.4.1, Waiverof Liability andIndemnification, of the StandardLease Provisions, is hereby amendedasfollows:
Except to the extent causedby the grossnegligenceof Landlord or its agents, contractors or employees, Tenantherebywaives all claims andcausesof action againstLandlord and all of theotherLandlordPartiesfor anydamageto personsor property (including, without limitation, lossof profits and intangible, property) in any way relating toTenant' s useand occupancyof the Premisesfrom any causewhatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminantsor emissions, electricity, electrical or electronic emanationsor disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipmentor plumbing works or from the roof, streetor sub -surfaceor from any other placeor causedby dampness, vandalism, malicious mischief. Tenantshall indemnify, defend, protectandhold harmlessLandlord and eachof the Landlord Parties from and against any and all Claims that ariseout of are occasioned by or arein anyway attributableto: (a) theuseor occupancyof thePremisesor anyportion of the Projectby Tenant, (b) the actsor omissionsof Tenantor anyTenantParty, (c) any defaultof this Leaseby Tenant, or (d) any litigation or otherproceedingsbetweenTenant andanythirdparty; providedthatTenantshall notberequiredto soindemnify, defendor hold Landlord or any of the other Landlord Partiesharmlessto the extentthat any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees.
7. Tenant Improvements. Landlord consents to ( but does not require) Tenant' s completion of certain improvementsto the Premises (collectively, the "TenantImprovements"), subjectto thetermsandconditionsof Exhibit A attachedheretoandmadea parthereof.
8. As -Is Condition. Tenant accepts the Premises in its " AS -IS, WHERE - IS" conditionasof theEffectiveDate, andLandlordmakesnorepresentationorwarrantyconcerning the condition of the Leased Premises and has no obligation to construct, remodel, improve, repair, decorateor paintthePremisesor anyimprovementon or apart of thePremises, exceptasmaybe otherwisesetforth in the Lease. Tenantrepresentsthat (a) it hasbeenin possessionof thePremises pursuant tothe Lease, (b) it hasinspectedthePremisesprior to executionof this First Amendment, c) it is not relying on any statement, representationor warranty of Landlord, its employeesor agents, and (d) is fully satisfied with the condition of the Premises. 5910216. 11
Exhibit 3
9. Parking. Section2.3.2(c)(ii) is hereby deletedin its entirety andreplacedwith the following:
Notwithstanding the foregoing, eachcalendarmonth during the Term, Landlord shall provideto Tenant, withoutcharge: (A) a numberof ShortTermProjectParking Validations (definedbelow) equalto the product of thirty (30) andthe numberof daysin suchcalendar month (duringtheTerm) and (B) anumberof LongTerm ProjectParking Validations (definedbelow) equalto the productof onehundredeighty (180) and the numberofdaysinsuchcalendar month (duringtheTerm), in eachcasetobeusedonlyby Tenant'sBusinessCustomersfor parkingin theParkingFacilitieswithoutcharge; provided that (x) Landlord shall not, at any time duringthe Term, be requiredunderthis Section
2.3.2(c)(ii) to providea numberof ProjectParkingValidationsin anycalendarmonthin excessof anumberequal to the productof two hundredten (210) andthe numberof days in suchcalendarmonth (duringtheTerm) and (y) anyProjectParkingValidationsprovided byLandlordwith respectto anyparticularcalendar monththatarenotusedduringsuch calendar month shall, at the election of Landlord, either: ( 1) become null and void ( and be returnedto Landlord) or (2) becreditedagainstLandlord's obligationsto provideProject Parking Validations under this Section 2.3. 2(c)( ii) for subsequentcalendar months. No Project Parking Validations provided by Landlord to Tenantunder this Section2.3.2(c)(E) shallbe usedtoaccommodateparking, withoutcharge, byanyparticularTenant'sBusiness Customer(s), for aperiodin excessof three (3) hoursonanydaywithoutLandlord'sprior approval (and Tenantshall not provide any particular Tenant's BusinessCustomer more than oneProject Parking Validation on any particular day). "Short Term ProjectParking Validations" meansProject ParkingValidations permittingPersonsusingsuchProject Parking Validationsto parkin theParkingFacilitiesfor upto twenty (20) minuteswithout charge. "Long Term Project Parking Validations" means Project Parking Validations permittingPersonsusingsuchProjectParkingValidationsto parkin theParkingFacilities for up to one (1) hour without charge."
10. No Default. Eachof Landlord andTenant herebyaffirm to eachotherthat asof the Effective Date no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passageof time or both would constitute a breach, default, or event of defaultbysuchpartyhasoccurredandis continuingundertheLeasebeyondanyapplicable notice or cure period.
it. Affuination of Lease Terms. Except as modified by this First Amendment, Landlord andTenantherebyratify theLeaseandagreethat theLeaseshall remainunchangedand shall continue in full force and effect. In the eventthere is any conflict betweenthe termsof the Leaseandthetermssetforth in this FirstAmendment, thetermsspecificallysetoutin this First Amendmentshallcontrol. FromandaftertheEffectiveDate, anyandall referencesto " theLease" or "thisLease" in theLeaseshallmeantheLeaseasmodifiedbythis FirstAmendment.
12. MutualAuthorizationRepresentation. Eachof 'LandlordandTenanthereby representandwarrantto eachotherthat: (a) thisFirstAmendment (andeachtermandprovision hereof) hasbeendulyandappropriatelyauthorizedandexecutedby suchpartythroughproper written corporateor limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 5910216. 11
Exhibit 3
13. Brokeraae. Landlord and Tenanteachrepresent that theyhad no dealingswith anyrealestatebroker, finder, or otherpersonwithrespectto thisFirstAmendmentin anymanner, other than Lee & AssociatesNewport Beach, Inc. representingTenant ("Tenant's Broker") and NewmarkrepresentingLandlord (" Landlord'sBroker" andcollectivelywith Tenant's Broker, the Brokers"). Landlord shall pay Brokers a leasing commission in connection with this First Amendmentpursuantto separateagreement. TenantshallindemnifyandholdLandlordharmless fromanycost, expenseor liability (includingcostsof suitandreasonableattorney'sfees) for any compensation, commissionor feesclaimed by any otherreal estatebrokeror agentin connection with this First Amendmentor its negotiationby reasonof the act of Tenant. Landlord shall indemnifyTenantandholdTenantharmlessfrom anycost, expenseor liability (includingcostsof suitandreasonableattorney'sfees) foranycompensation, commissionorfeesclaimedby anyreal estatebrokeror agentin connectionwith thisFirstAmendmentor itsnegotiation byreasonof the act of Landlord.
14. Miscellaneous. The submissionof an unsignedcopy of this First Amendmentto Tenantshallnotconstituteanoffer. This FirstAmendment (a) shallbebindinguponaninureto the benefit of the partieshereto and their respectivesuccessors, heirs, legal representativesand assigns, (b) may beexecutedin two or morecounterparts, all of which togethershall constitutebut one and thesameagreement, (c) shallbegovernedbyandconstruedin accordancewith thelaws of the Stateof California andboth partiesfurther agreethat OrangeCounty, California, shall be the venuefor anyactionor proceeding thatmay be brought orariseout of, in connectionwith or byreasonofthisAgreement, (d) shallconstitutetheentireagreementbetweenthepartiesrelating tothesubjectmatterhereof, all priornegotiations, agreements, andunderstandings (notincluding the Lease, asamended), whetheroral or written, being herebysuperseded andterminated, and (e) shallbecomeeffectiveandbinding onlyuponexecutionanddeliverybybothLandlordandTenant.
The execution of facsimiles, including the use of electronicsignatures, of this First Amendment shall be binding on thepartieshereto.
17. E- SIGN and Counterparts. Landlord and Tenant agree: ( a) that a party' s electronicsignaturewith respectto thisLeasehasbeenexecutedor adoptedbythesignatorywith theintenttosign, andbeboundby, thisLease; (b) deliveryofthis Leasevia electronictransmission or otherelectronicmeansshallbevaliddeliveryfor all purposes; (c) this Leaseandanyadditional informationincidentalheretomaybemaintainedaselectronicrecords; (d) photocopies, facsimile transmissions, electronicimagesandothercopiesof thisLeaseand/or itssignaturepages, shallbe valid, binding, effectiveandenforceablethesameasoriginalsfor all purposes, andmaybeso admittedin anyjudicial proceeding, regulatoryproceedingor arbitration, andin makingproofof this Leaseit shall beunnecessaryto produce the original hereof or any or all original signature pages; and (e) eachpartyagreestotakeany andalI reasonableactions, if any, asmaybenecessary or asmaybereasonablyrequestedbyanyotherpartyto thisLeasetofurtherevidencesuchparty's intentto beboundbytheprovisionso'fthis Leaseandto ensurecompliancewiththeprovisionsof the Electronic Signatures in Global and National Commerce Act, 15 U. S.C. §§ 7001, et seq., the UniformElectronicTransactionsAct asincorporated intoapplicablelaw, andanyotherapplicable law pertaining to electronic signatures.
Remainder of Page Intentionally Blank Signature Page Follows] 4 5910216. 11
Exhibit 3
IN WITNESS WHEREOF, Landlord 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
By: PoseMontoya, As istantCityAttorney
RECOMMENDED FOR APPROVAL
Mike Garcia
Executive Director
Community Development Agency
CITY OF SANTA ANA ( TENANT):
f"
Kristine Ridge
City Manager
LANDLORD:
SANTA ANA CA I SGF, LLC,
a Delawarelimited liability company
Mike Garcia - ExecutiveDirectorCommunityDevelopment Agency SIGNATURE PAGE TO FIRSTAMENDMENT TO OFFICE LEASE]
5910216. 11
Exhibit 3
EXHIBIT A
WORK LETTER
THIS WORK LETTER ( this " Work Letter') is attached to and incorporated into the First Amendment. Supplementingthe provisions of the Lease (as amendedby the First Amendment), but without limiting those provisions, Landlord and Tenant agree as follows with respect to the Tenant Improvements to be installed in the Premises.
1. Purpose. This Work Letter establishes responsibilities for the design and construction of the Tenant Improvements as well as the allocation of the costs of the Tenant Improvements. The terms, conditions, and requirementsof the Lease, except where clearly inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter.
2. Definitions. The following defined terms used in this Work Letter shall have the meaningssetforth below. Unlessprovided to the contrary herein, any other capitalizedterm that is not defined in this Work Letter shall havethe meaning given to that term in the Lease. a) " Approved Working Drawings" is defined in Section 3(c) hereof. b) " Building Systems" means the structural portions of the Building, the common area restrooms, elevators, the Building' s I VAC, mechanical, electrical, plumbing, andfire andlife safetysystemsandequipment (including, but not limited to, the fire alarm and fire sprinklers).
c) " Contractor" means the general contractor engaged by Landlord for performanceof the Landlord Work pursuantto Section4 hereof. d) " Cost Proposal" is defined in Section 5( a) hereof. e) ", Days" means, unless otherwise indicated, calendar days. t) " Landlord Coordination Fee" meansa fee equalto five percent (5%) of the hard andsoft. costs of the Landlord Work chargedby Landlord for its services in managing the design and construction of the Tenant Improvements, and such fee will be included in the cost of the Landlord Work and deducted from the Tenant Allowance. g) " Landlord' s Representative" meansDana Duarte as the only person authorizedto act for Landlord pursuantto this Work Letter. Tenantshall not be obligated to respondto or act upon any request, approval, inquiry or other communication from or on behalf of Landlord in connection with this Work Letter unless such communication is in writing from Landlord's Representative. Landlord may change the Landlord's Representative at any time upon not less than five ( 5) days' advance written notice to Tenant.
h) " Landlord Work" means all work necessary and appropriate to complete the Tenant Improvements in accordance with this Work Letter and the Lease. 6 5910216. 11
Exhibit 3
i) " Over - Allowance Amount" is defined in Section 10(d) hereof. 6) " Permits" is defined in Section 6( a) hereof.
k) " Punch List Work" means those minor corrections of construction or decorationdetails, and minor mechanical adjustments, that are requiredto causeany applicable portion of the Tenant Improvements as constructed to conform to the Approved Plans in all material respects andthat do not materially interferewith Tenant's use or occupancy of the Building and the Premises.
1) " Space Plan" is defined in Section 3( a) hereof.
m) " Space Plan Allowance" shall be Zero and 15/ 100 Dollars ($ 0.15) per rentablesquarefoot of the Premises (i.e., up to $2,898.15), basedon 19,321rentable square feet of the Premises, and shall be included in the Tenant Allowance and deducted therefrom.
n) " Substantial Completion" of the Tenant Improvements shall be deemed to haveoccurredon the datethat: (i) all Landlord Work hasbeenperformedin accordance with the terms of this Work Letter, otherthan any PunchList Work; and (ii) if required, Landlordhasobtainedanddeliveredto Tenanta permanentor temporarycertificateof 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 responsibilityof Tenant (suchas, butnot limited to, theinstallationandmakingoperational 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 00/100Dollars ($28. 00) perrentablesquarefoot of the Premises (i.e., up to $540, 988.00), basedon 19,321rentable square feet of the Premises.
p) " Tenant Contractor" or " Tenant Contractors" meansany employees, agents, contractors, consultants, subcontractors, mechanics, suppliers and invitees of Tenant, whether ornot directlyemployedby Tenant, eachof whomshallbereasonably approvedby Landlordbeforetheymay work in theBuilding.
q) " Tenant Delay" meansadelaycausedby anyof thefollowing:
i) Tenant's failure to timely approvethe Working Drawings or any other matter requiring Tenant's approval;
ii) a breachby Tenantof the termsof this Work Letter or theLease; iii) Tenant's requestfor changesin anyof the WorkingDrawings, but only if sucha requestactually causesa delayto SubstantialCompletionof the Premises;
5910216. 11
Exhibit 3
iv) Tenant' s requirement for: ( A) materials, components, finishes, or improvements which are different from, or not included in, Landlord' s standard tenantimprovementitemsfor the Building (which havebeenprovidedto Tenant and of which Tenant acknowledges receipt); or (B) materials that are not available in a commercially reasonable time given the estimated date of Substantial Completionof thePremises, butonlyto theextent thatsucharequirementactually causesa delayto SubstantialCompletion of the Premises; or v) any other acts or omissions of Tenant, or of any of the Tenant Contractors, their agents, or employeesthatcontinuemorethanone (1) dayafter written notice thereofby Landlord.
r) " Tenant FF& E Allowance: meansa portion of the Tenant Allowance in the amount of up to Ten and 00/t00 Dollars ($ 10.00) per rentable squarefoot of the Premises (i.e., up to $ 193,210.00), which Tenant may usefor Tenant' s furniture, fixtures andequipmentto bepurchased andinstalled inthe Premisesandatrycostsof datacabling and IT infrastructure in connection with Tenant' s furniture, fixtures and equipment. s) " Tenant's Representative" means theExecutiveDirector, Community Development, or the Economic Development Manager or their designee ( either such individualactingalone) astheonly person[s] authorizedto actfor Tenant pursuant tothis Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry, or other communication from or on behalf o'PTenantin connection with this Work Letter unless suchcommunicationis in writing from Tenant's Representative.
Tenant may changethe Tenant's Representative[s] at any time upon not lessthan five ( 5) days' advance written notice to Landlord.
t) " Working Drawings" is definedin Section3(bb) hereof.
Plan Approval.
a) Prior to commencement of the Landlord Work, Landlord and Tenant shall approvedetailedspaceplans (collectively, the "SpacePlan") for the constructionof the Tenant Improvements, which spaceplansshall be preparedby Landlord's architect and subject to Tenant' s reasonable approval within ten ( 10) days after receipt thereof. b) Promptly following Tenant's approval of the SpacePlan, Landlord shall cause its architect and engineersto prepare and deliver to Tenant detailed specifications and engineeredworking drawings for the' renant Improvements shown on the SpacePlan, with such modifications to the SpacePlan as shall be necessaryto comply with the requirementsof the Building Systemsofthe Building (the "Working Drawings"). c) Tenant shall approveordisapprovetheWorkingDrawingsinwriting within fourteen (14) businessdaysafter receipt. Tenantmay only disapprovethe Working Drawings to the extent such Working Drawings are inconsistentwith the SpacePlan and only if Tenantdeliversto Landlord, within suchfourteen (14) businessdayperiod, specific changesproposedbyTenantwhichareconsistentwith theSpacePlan. If anysuchrevisions are timely and properly proposed by Tenant, Landlord shall cause its architect and 5910216. 11
Exhibit 3
engineers to revise the Working Drawings to incorporate such revisions and submit the samefor Tenant's approvalin accordancewith the foregoing provisions, andthe parties shallfollow theforegoingproceduresfor approvingtheWorkingDrawingsuntil thesame are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written approvalof the Working Drawings, includingany agreedchangespursuantto Sections5 and6, the sameshall beknown asthe "Approved Working Drawings".
4. Construction Contracts. Landlord shall enter into a construction contract for the performanceof the Landlord Work with the Contractor. Landlord shall use commercially reasonable efforts to obtain at least three ( 3) bids from each trade ( other than mechanical, electrical, plumbing, andlire/ lifesafety, for eachof which Landlordshallrequireall workto beperformed by Landlord's approvedsubcontractorfor suchtrade) andshall select thelowestqualifiedbidder unlessotherwiseapprovedby Tenant in writing. Landlord shall requireits Contractorto exercise reasonableefforts to avoid disruptionof Tenant's businessandto protectthe health & safety of Tenant, its employeesandits guests. This shall include, ata minimum, usingall feasible methods to minimizedanger, noise, vibration, fumes, dust andotherpollution, andto theextentpracticable, perform work outside of normal businesshours.
Cost Estimate.
a) Landlord shall provideTenantwith a costproposalin accordancewith the ApprovedWorking Drawings, which costproposalshallinclude, asnearlyaspossible, 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 theeconomic termsof theconstructionagreementwith theContractor (including, without limitation, the cost of labor and materials, contractor feesandpermit fees), aswell asall bids received by Landlord for the Landlord Work, and reasonable documentation supportingLandlord'sestimateo'fplan preparationcosts andall othercostsof the Landlord Work).
b) Within ten ( 10) days of the receipt of the same, Tenant shall either: ( i) approve theCost Proposal; or (ii) havea one-time right to proposemodificationsto the Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant Allowance. With the exceptionof the City' s one-time right to modify asprovided in this section, any proposedchangesto the Working Drawings (otherthan changesthat make the Working Drawings conform to the Space Plan) shall be subject to Landlord' s approval, which approval shall not beunreasonablywithheld, conditioned, or delayed. if Landlord approvesthe proposedrevisions: (A) Landlord shall havethe Working Drawings revised in accordance with the approved revisions; and ( B) Landlord shall submit a revised Cost Proposalto Tenant. Tenantshallnotify Landlord in writing within ten (10) dayswhetherit desiresto proceedwith suchrevisions. If Tenantfails to approvesuchrevisionsandrevised CostProposalwithin suchten (10) dayperiod; such failure shallbe deemedto bea Tenant Delay. Any delaysarisingfrom furtherchangesto theWorkingDrawingsrequestedby Tenant shall be deemed to be Tenant Delays.
c) Tenant' s final written approval of the Cost Proposal and the Approved Working DrawingsshallbeauthorizationbyTenantfor Landlordto purchaseall materials 5910216. 11
Exhibit 3
set forth in the Cost Proposal and to promptly commence the construction of the Tenant Improvementsin accordancewith the Approved Working Drawings.
6. Performance of the Landlord Work.
a) LandlordshallcausetheContractortoobtainall applicablebuildingpermits for construction of the Landlord Work ( collectively, the " Permits"), and to perform the Landlord Work in a good and workmanlike manner and in compliance with the Permits and all applicable Laws in effect at the time of construction. All costs associated with obtaining Permits will be deductedfrom the Tenant Allowance. b) If any local governmental agency requires revisions to the Approved Working Drawings, Tenant shall be deemedto have approvedany adjustmentsto the ApprovedWorkingDrawingsandtheCostProposalresultingtherefrom. If anyAuthority 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) increasethe costof constructingthe TenantImprovements; or iii) will materially delay the construction of the Tenant Improvements, Landlord and Tenantshall reasonablyandin goodfaith seekmeansby which to mitigate or eliminate any such adverse terms and conditions.
7. Change Requests. No changes tothe Approved Working Drawings or the agreed CostProposalmaybemadewithouttheprior writtenconsentof Landlord, which consentmaybe withheldin Landlord'ssolediscretion. If Tenantrequestsachangethatwoulddirectlyor indirectly delay the Substantial Completion of the Tenant Improvements, Landlord shall not be obligated to make such change unlessTenantagreesin writing that such delay (in the amount reasonably determinedbyLandlord) isaTenantDelay. If TenantrequestsachangetotheApprovedWorking Drawings that increases the agreed Cost Proposal, Landlord shall not be obligated to make such changeunless Tenant agrees inwriting to pay any suchincrease in costsin accordancewith Section to.
8. Substantial Completion. When Landlord' s architect certifies that the Landlord Work is SubstantiallyComplete, Landlord shall notify Tenant thereof in writing. Tenant's RepresentativeandLandlord's Representative shallat a mutually convenientdateandtime [but in noeventlaterthanten (10) daysafter suchnotice] conductajoint walk-throughof thePremisesin order to review the Tenant Improvements. Based upon said walk- through, Landlord' s RepresentativeandTenant's Representativeshall preparea list of PunchList Work and, subject to Force Majeure, Tenant Delays and other causes beyond Landlord' s reasonable control, Landlord shallcompletethePunchList Work itemswithin thirty (30) daysaftersuchjoint walk-through. In the event of any disputeas to whether Landlord has SubstantiallyCompletedthe Tenant Improvements, the City will be afforded an opportunity to provide input before the Landlord's architect renders a final decision on the dispute. The decision of Landlord' s architect shall be final and binding on the parties. Tenant agreesthat, at the requestof Landlord from time to time aftertheinitial inspection, Tenantshallinitial suchpunchlistor execute revisedlistsofPunchList Work to reflect completion or partial completion of prior Punch List Work. 10 5910216. 11
Exhibit 3
9. Accessby Tenant. Subject to the terms hereofand provided that Tenant and its agentsdo notinterferewith theContractor'swork in theBuilding andthe Premises, Landlordshall allow Tenantandany of theTenant Contractorsaccessto theapplicableportionsof the Premises at leastten (10) daysprior to the SubstantialCompletionof theLandlord Work for the purposeof installing equipment and/or fixtures ( including Tenant's data and telephone equipment) and Tenant's furniture in thePremises. Prior to Tenant's entry into the Premises, Tenantshall submit a schedule to Landlord and the Contractor, for their approval, which schedule shall detail the Tenant Contractorsaccessingthe Premisesandthe timing andpurposeof suchentry. In connectionwith anysuchentry, Tenantacknowledgesand agreesthat all TenantContractorsshallfully cooperate, work in harmony with and not, in any manner, materially interfere with Landlord or Landlord's contractors (including the Contractor), agents, or representativesin performing work in the BuildingandthePremises, orinperforminganyinspections, orinterferewiththegeneraloperation of the Building. If at any time any of the Tenant Contractors shall not be cooperative or shall otherwise causeor threaten to causeany such disharmony of, interference, including, without limitation, labor disharmony, and Tenant 'fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights (as to an individual Tenant Contractor, or as to all Tenant Contractors, as Landlord shall deem appropriate).
Tenantacknowledgesandagreesthat any suchentry into andoccupancyof thePremisesor any portion thereof by Tenant or any Tenant Contractor shall be deemedto be subjectto all the terms, covenants, conditions, andprovisionsof the Lease, excludingonlythe covenantto payRent (until the occurrence of the Lease Commencement Date).
10. Cost Allocation.
a) Provided this Lease is in full force and effect, and Tenant is not in default thereunderbeyondany applicablenotice and cureperiod, Landlord shall pay (i) the costs of SpacePlan in an amount up to, but not exceeding, the Space PlanAllowance, and (ii) the costsof theTenantWork in anamountup to, butnot exceeding, theTenantAllowance.
Landlord shall deduct the Landlord Coordination Fee of the Tenant Improvements from the Tenant Allowance.
b) In no eventshall Landlord be obligatedto pay for the costsof any of Tenant's furniture, computer systems, telephone systems, equipment, or other personal property (whether ornot suchitemsmay bedepictedon the Approved Working Drawings) that exceed the Tenant FF& E Allowance. Eligible costs that exceed the Tenant FF& E Allowance shall be borne by' renant.
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 amountof suchexcess (the "Over -Allowance Amount") shall be paidby Tenant toLandlordwithin thirty (30) daysfollowing delivery of an invoiceby Landlord.
Tenantshallnot beresponsiblefor the Over -AllowanceAmount if causedby Landlord or LandlordContractor'sown negligence, willful misconduct, or delay. 5910216. 11
Exhibit 3
d) Tenantshallnot beentitledto receive (in cashor asa creditagainstany rentalor otherwise) any portionof theTenantAllowancenot usedto payfor the costsof the design, permitting, andconstructionof the TenantImprovements.
11. Miscellaneous.
a) All Tenant Improvementsto be performedby Landlord (and any installationsin thePremisesassetforth in theApprovedWorkingDrawings, or otherwise) shall use Building -standard specifications, materials, finishes, and supplies, unless otherwise specified in the Approved Working Drawings. Landlord, in its sole discretion, may substitute items, materials, or finishes with other items, materials, or finishes of comparablekind and quality. Landlord, at its soleoption, may alsochangemechanical plansandspecificationswherenecessaryfortheinstallationormodificationoftheBuilding Systems toaccommodatetheTenant Improvements, providedthat anysuchchangesshall not materiallyandadverselyaffectTenant's useandoccupancyof theDemisedPremises for the Permitted Use.
b) Tenant acknowledges that the timely completion of the Tenant Improvementsis of theutmost importanceto LandlordandTenant. Accordingly, Tenant herebyagreestofully anddiligentlycooperatewithallreasonablerequestsbyLandlordin connection with or related to the design and construction of the Tenant Improvements and the completion of the permitting processand, in connectiontherewith, Tenant shall respond to Landlord's requestsfor informationand/or approvals, exceptasspecificallysetforth hereinto thecontrary, within two (2) daysfollowingrequestby Landlord. Landlordand Tenant, and suchother partiesasmay be usefulor appropriate, shall meeton a scheduled basis to be determined by Landlord's Representativeand 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 remainsuncuredafterthe expirationof applicable noticeandcure periods, then: (i) in addition to all other rights and remedies grantedto Landlord pursuantto the Lease, Landlord shall have the right to instruct the Contractor to ceasethe construction of the LandlordWork (inwhichcase, TenantshallberesponsiblefortheTenantDelaycausedby such work stoppage); and (ii) all other obligations of Landlord under the terms of this Work Lettershallbesuspendeduntilsuchtimeassuchdefaultis fully andfinally cured. d) LandlordherebyassignstoTenantall warrantiesby Contractor relatingto the Tenant Improvements, which assignment shall be on a non- exclusive basis such that the warrantiesmay be enforcedby Landlord and/or Tenant; suchwarrantiesshall be for a twelve ( 12) month period.
e) Any portionoftheTenantAllowancenotusedwithin thirty-six (36) months of the Effective Date of this First Amendment shall beforfeited with no further obligation byLandlordwith respectthereto. In noeventshallTenantbeentitledtoapplyanyunused portion of the TenantAllowance towards future paymentsof BaseRent and/or, exceptas expresslysetforth herein, purchaseof Tenant's furniture, fixtures and equipment. 12 5910216. 11
Exhibit 3