17. Apprv Grant Agmt w-YMCA re CA State Library Grant for New Downey YMCA

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: VANIAH DE ROJAS, ASSISTANT CITY MANAGER
7_A 11 2114 Ly, 13 4 a
SUBJECT: GRANT AGREEMENT WITH THE YMCA REGARDING THE

CALIFORNIA STATE LIBRARY GRANT FOR THE NEW DOWNEY YMCA

EXECUTIVE SUMMARY
The City Council will consider approving a grant agreement between the City of Downey and YMCA of Metropolitan Los Angeles regarding the California State Library grant for the new Downey YMCA. Since 1963, the Downey YMCA serves as a major hub in the Downey community, currently serving over 10,000 community members annually, many of whom live in underserved communities. Plans for a new Downey YMCA is currently underway.

RECOMMENDATION
That the City Council:

Approve a grant agreement between the City of Downey and YMCA of Metropolitan Los Angeles regarding the California State Library grant for the new Downey YMCA.

BACKGROUND
As part of the State of California 2022-2023 budget, the California State Library appropriated a one-time local assistance grant for the new Downey Family YMCA in the amount of $3,000,000.

Local assistance grants must be managed by a local government agency, and as such, the California State Budget named the City of Downey as the awardee of the grant funds, because the YMCA is located within the City's jurisdictional boundaries. City staff met with the California State Library and discussed the possibility of City transferring the funds directly to the Downey YMCA. It was determined that since the City is designated the recipient of the funds, the City is ultimately must also be responsible for the expenditures, as well as the grant deadlines, reporting, and future audits.

GRANT AGREEMENT WITH THE YMCA REGARDING THE CALIFORNIA STATE LIBRARY GRANT

FOR THE NEW DOWNEY YMCA
SEPTEMBER 12, 2023
PAGE 2
Based on this information, both City and YMCA staff thought it prudent to establish a grant agreement between the two entities to provide clarity regarding the roles and responsibilities of each party while also offering a high-level overview of the expectations in relation to the project.

ANALYSIS
Included as Attachment A, is a grant agreement between the City of Downey and YMCA of Metropolitan Los Angeles regarding the California State Library grant for the new Downey YMCA. The agreement outlines the roles of responsibilities of the City and the YMCA.

The roles and responsibilities were derived from the terms and conditions of the Award Agreement dated March 16, 2023, as signed by the California State Library and the City of Downey in order to receive the grant funds.

As part of the agreement, the YMCA is agreeing to assume all applicable reporting responsibilities and act pursuant to the terms of both the Award and Grant Agreements.

However, all reports prepared by the YMCA will be submitted to the City, which the City will in turn submit them to the California State Library.

The following are key grant points and milestones:

Grant Amount
$3,000,000
Grant Project
The current YMCA site consists of a 20,000 sq. ft. building that will be demolished to prepare for construction of a 20,400 sq. ft. new building. The $3,000,000 State grant will go towards: parking site and construction, demolition and site prep, site utilities, and conception and construction design drawings.

Grant Period
Grant Start Date
March 16, 2023
Grant End Date
January 31, 2025
Distribution of the Funds
Amount
Date
$1,500,000 (50%)
After execution of the grant agreement and completion of the claim form
$1,200,000 40%
After approval of second narrative and financial report $300,000 10%
After approval of Final Reports
N

GRANT AGREEMENT WITH THE YMCA REGARDING THE CALIFORNIA STATE LIBRARY GRANT

FOR THE NEW DOWNEY YMCA
SEPTEMBER 12, 2023
PAGE 3
Grant Reporting Deadlines
Reporting Period
Report
Due Date
Project Start Date (March
Financial Report and
July 31, 2023
16,2023) - June 2023
Narrative Report Due
July 2023 - December 2023
Financial Report, and
January 31, 2024
Narrative Report Due
January 2024 - June 2024
Financial Report, and
July 31, 2024
Narrative Report Due
July 2024 — January 2025
Final Financial Report, and
February 28, 2025
Final Narrative Report Due
The City has received the first payment of $1,500,000. Additionally, with assistance from YMCA staff, City staff has submitted the first Financial Report and Narrative Report for the period of March 16, 2023 - June 2023, which has been approved by the California State Library.

Further, the Public Works Department and City Manager's Office are working with the YMCA to begin the RFP process for demolition work that is related to the grant award.

Lastly, Community Development staff is working closely with the YMCA on their construction designs to ensure timeliness of the project.

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Quality of Life, Safety & Infrastructure

FISCAL IMPACT
There is no fiscal impact.
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Attachment A - Grant Agreement between the City of Downey and the YMCA of Metropolitan Los Angeles
Exhibit A - California State Library Application
Exhibit B - Award Agreement between the City of Downey and the California State Library
9 GRANT AGREEMENT BETWEEN THE CITY OF DOWNEY AND YMCA OF METROPOLITAN

LOS ANGELES REGARDING CALIFORNIA STATE LIBRARY GRANT FOR NEW DOWNEY

FAMILY YMCA
This Grant Agreement ("Agreement") is entered into as of 12th day of September, 2023 by and between the City of Downey ("City"), with its principal place of business at 11111 Brookshire Avenue, Downey, CA 90241, and the YMCA of Metropolitan Los Angeles ("YMCA"), acting on the behalf of the New Downey Family YMCA, with its principal place of business located at 4301 W. 3rd Street, Los Angeles, CA, 90020. The City and YMCA shall be collectively referred to as the "Parties."

RECITALS
WHEREAS, on March 16, 2023, the California State Library ("State") awarded the City a grant in the amount of $3,000,000 (the "Grant") for the purpose of funding the New Downey Family YMCA project ("Project") under the Targeted State Grants, FY 2022-2023, with the title TSG-22-21;
WHEREAS, the City, for the benefit of the YMCA and New Downey Family YMCA, executed an award agreement with the State pertaining to the Project ("Award Agreement"), which is attached hereto and incorporated by reference into this Agreement; WHEREAS, the objective of this Agreement is to memorialize the respective roles, responsibilities, and obligations of the City and YMCA in relation to the Grant; WHEREAS, the City will provide $1,500,000 of the Grant upon execution and approval of this Agreement with the remaining funds being disbursed according to the payment schedule outlined in this Agreement; and
WHEREAS, the YMCA desires and agrees to accept and assist the City in completing all duties and obligations that are stated and imposed on the City in the Award Agreement subject to the terms and conditions of said Agreement and this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties hereto agree as follows:

TERMS

1. Recitals
The foregoing Recitals are hereby incorporated by this reference as though fully set forth at length herein.

2. Project Scope
The Parties hereby mutually agree and acknowledge that the Grant is specifically designated in favor of the City, aiming to support and advance the Project. It is further recognized that the City's ongoing eligibility to receive funding from the State under the Grant is contingent upon the City's strict adherence to all terms and conditions outlined in the Award Agreement. To this end, the YMCA agrees to cooperate with the City's requests for information necessary to fulfill the City's obligations under the Award Agreement to ensure the uninterrupted flow of funds for the Project.

The YMCA shall use the Grant funds disbursed by the City solely for the purpose of the Project, as described in the Grant proposal described in Exhibit A ("Grant Proposal"). YMCA's use of Grant funds shall be approved by the City and consistent with the terms and conditions in the Award Agreement described in Exhibit B. Any material changes to the scope of the Project must be approved in advance and in writing by the City.

All provisions of the Grant Proposal and Award Agreement are hereby incorporated by reference into this Agreement and shall govern the actions of the City and YMCA under this Agreement. Nothing contained herein shall change, alter or otherwise amend the terms of the Grant Proposal or Award Agreement, which shall remain in full force and effect.

The Parties expressly agree and acknowledge that the YMCA operates independently and is not under the control or direction of the City in connection with the Project or the performance of this Agreement. YMCA agrees to work closely with City staff in the performance of this Agreement and the Project and shall be available to City's staff, contractors, and other staff at all reasonable times.

3. Knowledge of Agreement and Policies
The YMCA represents and warrants that it has personal knowledge of all the terms and conditions of the Grant Proposal and Award Agreement. The YMCA acknowledges that its failure to actively support the City in fulfilling the obligations set forth in the Grant Proposal and Award Agreement may serve as grounds for the State to cease funding of the Project and may constitute grounds for the City to terminate this Agreement.

The YMCA hereby acknowledges that it has reviewed and familiarized itself with the City's internal purchasing policies. In connection with the Project, the YMCA agrees to procure services and materials in accordance with the City's purchasing policies.

4. Project Period
The Project shall commence on the date of execution of this Agreement and shall be completed by the end date specified in the Grant Proposal, unless otherwise agreed upon in writing by the Parties.

5. Payment Schedule
The City shall disburse the Grant funds according to the payment schedule described in Section 11 of this Agreement. The YMCA shall submit claims for payment in the manner and form specified by the City.

6. Reporting Requirements
The YMCA shall assist the City in submitting progress reports to the State in accordance with the reporting requirements and timelines specified in the Award Agreement. The YMCA shall cooperate with the City's grant monitor, Wendy Amireh ("Grant Monitor"), and or her designee, and provide any additional information requested by the City to monitor the progress of the Project.

The YMCA shall maintain complete and accurate records with respect to costs incurred in connection with the Project. All such records shall be prepared in accordance with generally

accepted accounting procedures. The YMCA shall make such records available to the City available to the City for inspection, auditing, and copying during the Term of this Agreement and for a period of five years from January 31, 2025.

7. Compliance with Laws
The YMCA shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with the performance of this Agreement. YMCA shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project and this Agreement, including all Cal/OSHA requirements, and shall give all notices required by law. YMCA shall be liable for all violations of such laws and regulations in connection with the Project and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

8. Indemnification
To the fullest extent permitted by law, YMCA shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of YMCA, its officials, officers, employees, subcontractors, or agents in connection with the performance of this Agreement or the Project, including without limitation the payment of all expert witness fees, attorney's fees, and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. YMCA's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by YMCA, the City, its officials, officers, employees, agents, or volunteers.

9. Termination
Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement that remains uncured after thirty (30) days' written notice of such breach in accordance with the notice provisions of this Agreement.

10. Term of the Award Agreement
This Agreement, together with the Grant Proposal and Award Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

The Award Agreement between the State and City begins on the date of execution of the Award Agreement and will end on January 31, 2025 ("Grant Period"). If completion of the Project occurs prior to the end of the Grant Period, this will be the end date of the term of the Award Agreement and this Agreement. The Parties agree that all grant project costs must be incurred by January 31, 2025.

11. Budget Detail
The allocated budget for the Project shall be $3,000,000, as outlined below:

Salary/Wages
$0
Consultant Fees
$0
Travel
$0
Supplies/Materials
$0
Equipment
$0
Services
$3,000,000
Project Total
$3,000,000
Indirect Cost
$0
Grant Total
$3,000,000

12. Payments
The Parties acknowledge that Grant payments to City will be made based on the payment schedule outlined in the Award Agreement. The Parties further acknowledge that ten percent (10%) of the full grant award will be withheld until the end of the January 31, 2025, project period. It is payable only if the City, with the assistance and cooperation of the YMCA, fulfills all reporting requirements and expends all funds, or returns all unspent grant funds, by the time specified in the Grant terms and conditions set forth in the Award Agreement.

In accordance with the Award Agreement, the following terms and conditions shall apply to this Agreement:
a) The final 10% of the grant award (if applicable) is payable only upon the State's approval of all reports addressed in the Award Agreement and Section 12 of this Agreement. The Parties acknowledge that failure to provide timely reports is a serious breach of an award recipient's administrative duty under the award.
b) Payment will be provided to cover the expenditures incurred for the Project in the following manner:

1. $1,500,000 upon the receipt and approval, by the State, of the submission of all required documents.

2. The second payment in the amount of $1,200,000 after the submission and approval of the first narrative and financial reports, by the State, form unless:
i. The City, following deliberations with the YMCA, needs the funding prior to the July date in order for the Project to progress. To obtain funding prior to July 31, 2023, the City, with the assistance of the YMCA, must provide documentation to the Grant Monitor demonstrating effectively either (a) that the first award payment has been spent, or (b) why the second installment is needed in advance of the scheduled payment. ii. The City's July 31, 2023, financial report demonstrates that it has not spent any of their initial payment. The second payment will be held until the City, with the assistance of the YMCA, demonstrates effectively that the Project is moving forward and additional funding is needed.

3. A final payment in the amount of $300,000 will be made upon submission and State approval of the final financial and narrative reports.

13. Reporting Requirements
The YMCA shall be responsible for assisting the City in fulfilling all applicable reporting requirements set forth in the Award Agreement and this Agreement. The Parties' reporting responsibilities shall include, but are not limited to:
a) The YMCA shall be responsible for the submission of information necessary for the City to complete the interim and final narrative and financial reports regarding the progress and activities of the Project for submission and final approval by the State using the sample report documents provided by the City. Visual documentation (e.g. still or video photography) will be required as part of each Narrative Report. b) All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of the Award Agreement, which may result in the termination of this Agreement and the Award Agreement or rejection of the payment request and/or forfeiture by the Parties of claims for costs incurred that might otherwise have been eligible for Grant funding.
c) Any problems or delays must be reported immediately to the City. d) The financial reports shall accurately reflect the expenditures made by the YMCA under the Award Agreement and may be incorporated into the same reporting structure as the narrative reports.
e) The reports shall be submitted to the State by the following dates. The City agrees to collaborate with the YMCA in establishing a mutually agreed reporting period, during which the YMCA shall provide all necessary information and data required for the completion of reports. The City shall make reasonable efforts to ensure the reporting period aligns with the following dates:

Project Start Date
- June 2023
July 2023 -
December 2023
January 2024 -
June 2024
Financial Report and Narrative Report
Due
Financial Report, and Narrative Report
Due
Financial Report, and Narrative Report
Due
July 31, 2023
January 31,
2024
July 31, 2024

f) Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the YMCA of claims for costs incurred that might otherwise have been eligible for grant funding.

14. Contact Information
The YMCA may contact the following individualsfor assistance in implementing the Project and satisfying the terms and conditions of this Agreement:
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15. Notices
Any and all notices submitted by one party to another party pursuant to or as required by this Agreement shall be proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized overnight (one Business Day) delivery service (i.e., United Parcel Service, Federal Express, etc.) or by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the recipient` Party, as designated below.

Notice shall be deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that the notice is sent by messenger for immediate personal delivery, one business day after delivery to a nationally recognized overnight delivery service or three (3) calendar days after the notice is placed in the United States mail in accordance with this section.

Any attorney representing a party may give any notice on behalf of such party. The notice addresses for the Parties are as follows:

To City: City of Downey
11111 Brookshire Avenue
Downey, CA 90241
Attn: City Manager
To YMCA: YMCA of Metropolitan Los Angeles
4301 W. 3rd Street
Los Angeles, CA, 90020
Attn: Celina Santiago, Chief Mission
Advancement Officer

16. Insurance
a) Time for Compliance. YMCA shall not commence work under this Agreement or the Project until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, YMCA shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
b) Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the YMCA, in partial performance of its obligations under such Agreement and in connection with the Project, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, YMCA agrees to amend, supplement or endorse the policies to do so.

1. Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross - liability); (3) prod uctslcompleted operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.

2. Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

c) Insurance Endorsements. Required insurance policies shall contain the following provisions, or YMCA shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

1. Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement and the Project. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of YMCA; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, YMCA shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

2. Workers' Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers. d) Primary and Non -Contributing Insurance. All policies of Commercial General Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
e) Waiver of Subrogation. All required insurance coverages shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow YMCA or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

YMCA hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. f) Deductibles and Self -Insured Retentions. Any deductible or self -insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self - insured retention.
g) Evidence of Insurance. The YMCA, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall

not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, YMCA shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
h) Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i) Enforcement of Agreement Provisions (non estoppel). YMCA acknowledges and agrees that actual or alleged failure on the part of the City to inform YMCA of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
j) Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. k) Additional Insurance Provisions.

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by YMCA, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the YMCA pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.

2. If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by YMCA or City will withhold amounts sufficient to pay premium from YMCA payments. In the alternative, City may cancel this Agreement.

3. The City may require the YMCA to provide complete copies of all insurance policies in effect for the duration of the Project.

4. Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

5. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the YMCA from

liability in excess of such coverage, nor shall it limit the YMCA's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

6. YMCA shall report to the City, in addition to YMCA's insurer, any and all insurance claims submitted by YMCA in connection with the Services under this Agreement.
1) Insurance for Subcontractors. YMCA shall include all subcontractors engaged in any work for YMCA relating to this Agreement or the Project as additional insureds under the YMCA's policies, or the YMCA shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subcontractor's policies. All policies of Commercial General Liability insurance provided by YMCA's subcontractors performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. YMCA shall not allow any subcontractor to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subcontractor's compliance with all insurance requirements under this Agreement, to the extent applicable. The YMCA shall provide satisfactory evidence of compliance with this section upon request of the City.

17. Further Assurances
Each of the Parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent and agreements of the Parties hereto.

18. Assignment
The YMCA may not assign this Agreement nor any rights or obligations hereunder, without the prior written consent of the City. Any assignment made without the City's prior written consent shall be void.

19. Amendments
Any modifications, additions, or alterations to this Agreement shall be valid only if made in writing and duly executed by the Parties.

20. Counterparts
This Agreement may be signed in counterparts, each of which shall constitute an original.

21. Authority
Each of the Parties hereto represents that (a) it has the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions; (c) it has

duly and validly executed and delivered this Agreement; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms.

22. Survival
All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

23. Governing Law/Venue
This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. Any litigation or arbitration regarding this Agreement shall be brought in Los Angeles County Superior Court or conducted in Los Angeles County.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

CITY OF DOWNEY
Date:
t
Vaniah De Rojas, Authorized
Representative
Attest:

City Clerk
Appr• - e as to For
Best Best & Krieger LLP
General Counsel

YMCA OF METROPOLITAN LOS

ANGELES
Date: � aZ - �a -Z 3
By:

Mark Dengler, Chief Operating Officer

EXHIBIT "A"

GRANT PROPOSAL
r**Insert Grant Proposal and related docu entation"I

7/10/23, 9:14 AM
esl—targeted grant
"JaiCALIFORNIA

STATE LIBRARY
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Part 1. Project Information
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Project Information
Date
02/28/2023
Official Name for the Project
Please enter a clear and descriptive title for your project.

New Downey Family YMCA
Total Funding Requested
This should reflect the amount of State funding you are requesting.' $a 000,000
hips://webportalapp. com/sp/task_item_i)ri mary_view/csl_targeted_grant?path=44356647 1 /4

7110123, 9:14 AM
es] —targeted —grant
Project Description
Limit of 500 words. The description should include information on what you will do, how you will do it, the need that the project is intended to address, and what you aim to achieve. Please limit your use of industry specific jargon and acronyms.

The Downey Family YMCA (Downey Y) opened in 1963 to strengthen the local community through comprehensive health and physical education programs for the entire family. In a typical operating year, the Downey Family YMCA had nearly 15,000 members, served more than 2,400 family units and offered dozens of programs for all ages with a city-wide childcare program, youth sports teams, summer camps, and physical education classes. The Downey YMCA demonstrates just how vital community organizations can be. The Downey Y serves the community of Downey and surrounding neighborhoods of South Gate, Paramount, Bell Gardens, Bell, Cudahy, Lynwood, Norwalk, Pico Rivera, Bellflower, Huntington Park, Walnut Park, Vernon, Florence -Graham, and more. In these communities, 50% of families contend with no access to licensed child care, the unemployment rate is over 10%, and nearly 40% of residents live 100-200% below the federal poverty level.

Reaching 15,000 youth and families annually, the Y has provided a diverse community with values - based programs that foster positive life choices and interpersonal bridges. Nearly all of our members require financial aid: 50% of individuals served are low-income. Like many facilities, the Downey Y was closed during the onset of the pandemic. The impact of the years of wear and tear on the branch, outdated and dilapidated facilities were quite visible and it soon proved unsafe to reopen the existing Y without significant investment. With various maintenance issues - including plumbing and electrical issues, leaky roof and broken pool - and substantial repairs are necessary for the Y to reopen. The outdated facility operates at a less than optimal rate of energy efficiency and based on estimates, repair of the existing facility would be at a higher total cost and less efficient than a new facility. The Y has made the commitment to embark on a capital campaign to bring the community an entirely new building. The New Downey Y will bring a state of the art, highly efficient facility to a community that deserves it. Modeled after existing successful branches, the new Y is destined to be an oasis in the heart of Downey bringing together what the Downey community has expressed as top priority with proven highest impact, flexible usable space. The new Downey Y will also be more welcoming and inclusive of our senior and special needs community, finally becoming ADA compliant and truly accessible for community partners and members.

We are eager to reopen a facility for the Downey community and have embarked on a $5 Million capital campaign to raise the necessary funding to bring a new facility to the community. Leveraging existing resources and anticipated revenue from extra lot space of the current facility, the total project cost is $13 Million. With lead gifts now committed, support of this request will ensure timely completion of this project. The new Downey Y will be constructed to be truly representative of the community, addressing the needs, comfort and safety of patrons while providing an enhanced experience in a more efficient manner than the existing facility. https://webportalapp.com/sp/task_item_primary_view/csl_targeted_grant?path=44356647 2/4

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Brief Abstract
Limiting your response to two (2) sentences, please provide a brief statement which answers the questions: we will do what, for whom, for what expected benefit(s). This statement may be used for publicity or reporting purposes.

The YMCA of Metropolitan Los Angeles submits a request of $3Million toward building a New Downey Family YMCA and relaunching community empowerment services. This funding will support over 15,000 members of the Downey community through a menu of holistic programming that encourages economic stability and positive health outcomes.

Please enter the following information for the person who will act as the main contact/staff person for the project.

Project Coordinator Prefix
Ms.

Project Coordinator First Name
Vaniah
Project Coordinator Last Name
De Rojas
Project Coordinator Job Title
Interim Assistant City Manager
Project Coordinator Email
[email protected]
Project Coordinator Phone Number
Please use the format 123-456-7890.
5629047284
Alternative Project Contact Person
Celina Santiago
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Alternative Project Contact Person Email
[email protected]
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Project Outputs
Please detail your projected outputs. Quantitative outputs include: number of participants, number of items produced, number of trainings held, number of items given away, number of organizations impacted by your program, etc.

The Downey Family YMCA is a cause -driven organization that focuses on youth development, healthy living and social responsibility, serving nearly 15,000 members and more than 2,500 family units annually. The Downey branch is dedicated to serving the most vulnerable children, youth and families in our community, and with capital campaign support may be able to serve community through the highest -quality and safest spaces. The Downey YMCA provided emergency programming while preparing our physical return to the Downey community in an enhanced, safe, usable and state of the art facility. A refurbished Downey YMCA will be of service to the following demographic communities within the service area:
• Neighborhoods: Downey, Santa Fe Springs, Bell Gardens, Pico Rivera, Norwalk • Ethnicity/Race Breakdown:
o Latino/Hispanic: 83.2% average, Bell Gardens alone 95.7% o American Indian/Native: 0.28%
o Asian: 6.08%
o Pacific Islander: 0.34%
o African American/Black: 2.38%
o White: 8.37%
• Poverty Rates
o 100% below the Federal Poverty Line: 13.8% (Bell Gardens alone 28.3%) o 200% below the Federal Poverty Line: 37.5% (Bell Gardens alone 60.8%) • Median Income: $67,500/yr average, in Bell Gardens alone $42,500/yr • Less than high school education: 28.1 %
• Food Security
o Percentage of students that are eligible for free/reduced school meals: 77.4% • Internet access
o No computer: 7.2%
o No Internet Subscription: 17.5% average with some areas as high as 26.7% • Rent Burdened: 56.3% average, Bell Gardens alone 65%
• Immigrant population: 33.7%
A new 20,000 square foot Downey Family YMCA will include:
• Rooftop Basketball Court
• Shaded Pickleball Courts
• New Childcare Facilities/Center
• New Indoor Pool
• Dedicated Parking & Secured Entrance
• New Men's, Women's and Family Locker Rooms
• New Healthy Lifestyle Workout facilities dedicated, to holistic health — including space for mind, body and soul exercises and activities
• New Community Space
• New Welcome Center
• ADA Compliant and Inclusive
The LAY has a reputation for being one of the leading not -for -profit organizations from an operation level. A more robust list of specific programming opportunities can be determined once our capital https://webportalapp.com/sp/task_item_has_one_viewlcsl_targeted_grantl6?path=44356647 2/6

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project moves forward and the specific allotments for space within the facility have been confirmed.

In a typical operating year, the Downey Family YMCA had nearly 15,000 members, served more than 2,400 family units and offered dozens of programs for all ages with a city-wide childcare program, youth sports teams, summer camps, and physical education classes. The Downey YMCA demonstrates just how vital community organizations can be during the development of a city. https://webportalapp . com/sp/task_item_has_one_viewlesi_targeted_grantl6?path=44356647 3/6

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Project Outcomes
Please detail your projected outcomes. Qualitative outcomes include the changes that occur because of your actions. For example, changes in conditions, behavior, knowledge, attitudes, willingness to collaborate/cooperate, etc.

In addition to sustaining the vital food and support services launched in response to the pandemic, the new Downey YMCA will bring leading preschool, physical and sports education for youth, afterschool and teen, and adult and senior programs to hundreds of thousands of people across Los Angeles. These run the gamut from health and wellness programs, citizenship assistance, STEM education, and so much more, all offered with the Y's fundamental commitment to serve people of all backgrounds. With lead gifts already committed, support of this request will ensure timely completion of this project so preventative practices programming (including health fairs, screenings, fitness classes, childcare, food distribution, youth empowerment, senior programs, etc.) can resume safely. Funding will be used to complete a new safe, ADA compliant, state of the art, highly efficient facility to a community that deserves it.

The potential of a refreshed and refurbished Downey Y is to serving the most vulnerable children, youth and families in our community cannot be overstated. Throughout the pandemic we pivoted to provide emergency programming while preparing our physical return to the Downey community in an enhanced, safe, usable and state of the art facility. As we enter into the next phase of this capital project, we expect to continue to provide expanded community support in anticipation of the long- lasting health, economic, and social impacts of the pandemic. With the strength of the Y's life - altering programs and services, combined with a high -quality facility, we are excited at what this investment will provide for our community.

Anticipated outcomes for Downey residents include:
• Completion of the portion of the Downey YMCA capital renovation through which this funding will support.
• Increased community facility space for youth development programming for low-income children and youth.
• Increased access to healthy living programming for Downey and surrounding communities via the YMCA facility.
• Increased access to health services for Downey and surrounding communities via the YMCA facility.
• Increased access to quality childcare and academic enrichment programming for children and youth via the YMCA facility.

Impacts include:
• Increased health equity for low-income Downey residents. • Increased social and community support for seniors.
• Increased water safety and drowning prevention services for low-income Downey youth and families.
• Increased social -emotional well-being for Downey residents. • Increased civic engagement.
• Increased access to wraparound support services for low-income families and youth. • Increased food security for food insecure individuals, families, and youth. https://webportalapp.com/sp/task_item_has_one_view/csl_targeted_grant/6?path=44356647 4/6

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Evaluation
Please describe how you will evaluate your project's success. Evaluation tools can include (but are not limited to) items like surveys, interviews or focus groups, participant observations, or tests.

The Y has built an infrastructure for intake, processing, and follow-up for its food distribution, preschool, academic enrichment, and healthy living activities. This includes:
• Numbers of individuals served;
• Type of activity or engagement;
• Demographic data on individuals reached, including race, ethnicity, gender, and income level; • Outcome indicators (including material -dependent outcomes, e.g. reported behavior change); and • Information about expenses incurred to date.

We track participation and families/individuals served through our enrollment portal and database, ActiveNet, which tracks demographic information as well as participation levels. We scan barcodes for returning participants to track usage, and for the food program, our food partners measure and share data for pounds of food and meals distributed. All of the above will continue to be measured and reported at the conclusion of this contract.

Program evaluation for all programs is tracked organization -wide. For continuous quality improvement, we conduct program quality assessments, staff feedback surveys, interviews, and data analysis of services rendered and desired impact.

Evaluation measures are led by our Associate Vice President of Community Impact and Development, Khathy Hoang. Khathy Hoang has nearly a decade of experience working with community members across LA County, and now through supporting the LA Y's Urban Initiative Programs, inclusive of social responsibility programs. Ms. Hoang leads the data collection, analysis, and program evaluation efforts for the Urban Initiative programs, including for the New American Welcome Center's education and outreach, and citizenship and immigrant integration efforts.

Khathy provides vision and leadership to support programmatic, evaluative, and grant writing efforts for key initiatives and programs. She sets the direction for guiding evaluation projects, leading a process of continuous improvement that ensures program quality and sustainability. With her record of project design, development, and management, and experience working in education and the health sector and with other non-profit organizations, Khathy now leads the Y in achieving program objectives and deliverables, tracking process and program outcomes and indicators, and show program impact, particularly for government contracts.

Please provide a list of all project partners and community connections below. For each organization include the group or organization name, their role in the project, and their contribution to the project. Organizations or individuals who are contractors under the project are not considered partners or community connections. https://webportalapp . com/sp/task_item_has_one_view/csl_targeted_grantl6?path=44356647 5/6

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Project Partners
A project partner is a group or organization with which you have a formal written agreement and which contributes resources (e.g., materials/funds/staff) to one or more of your project activities as outlined in the application.

A project partner is a group or organization with which you have a formal written agreement and which contributes resources (e.g., materials/funds/staff) to one or more of your project activities as outlined in the application.
• SoCal Gas
• Farmers and Merchants Bank
• Downey Family YMCA, Board of Managers
• Kiwanis Club of Downey
• The Weinberg Foundation
Community Connections
Community connections are groups or organizations that support your project but with which you have no formal written agreement.

The LAY's local partners span government, public health, education, and community organizations that offer advisement on this project throughout the developmental, implementation, and evaluation phases. These ties create a broad community resource network dedicated to improving quality of life & population health through the food and community wellness and empowerment programs.

Partners include:
• Schools: Los Angeles United School District, Los Angeles County Office of Education, Inglewood Unified School District, Montebello Unified School District • Health: Providence, Dignity Health, Kaiser, Keck USC, LA Care • Sports: LA Clippers, Kings, Galaxy, and Dodgers Foundations • Food: No Kid Hungry, ThruGuidance, LA Food Bank, Food Forward • Academic: California State University of Northridge (CSUN), California State University of Los Angeles (Cal State LA), University of California Los Angeles (UCLA), University of Southern California (USC)
• Public Health: LA County Department of Public Health
• Local members & neighbors as key partners.
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CALIFOPNIA

STATE LIBRARY
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Part 3: Construction
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Construction
Does your project involve purchasing of any land or property, no matter how large or small?
No
Does your project involve construction of any type, no matter how large or small the project?
Yes
Please describe your project's current status.

This response should not be more than two (2) sentences to give us a sense of where you are in the process. For example, is the project already in progress, awaiting and gathering funding and support, approved by your local body but not started? Current site consists of a 20,000 sqft building that will be demolished to prepped for construction of 20,400 sqft new building.

Have you already obtained the funding needed to complete your project? No
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Please indicate whether you have already obtained, regardless of source, the funding needed to complete your project. If you have not obtained the necessary funding, even if you are just pending final approval from your local government, please let us know where the funds are coming from and how obtaining the funds fits into your timeline.

Total estimated project cost is $19,203,000. $3,000,000 from State grant funds and the rest from cash matt & In -kind donations from individual donors, and other agencies that the YMCA will be seeking.

Construction projects, both large and small, are required to comply with necessary California Building Standards Code, and any other applicable federal, state and local laws, regulations, ordinances, policies and guides. It is the grantee's responsibility to make sure that they and their project partners are familiar with the requirements that apply to their project and that the project complies.

This project must be completed according to the applicable California Building Standards Code, and applicable federal, state and local laws, regulations, ordinances, policies and guides. Do you agree to comply with this requirement? Yes
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Timefine IV
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Grant Timeline
Please detail the major project activities or key milestones and when they will occur. All activities or key milestones should connect to the Project Description.

Note: All grant activities must be completed within the grant period. The grant period begins upon execution of the grant agreement and concludes by January 31, 2025.

How many major project activities or key milestones are included in the project? 4 Project Activity/ Key Milestone 1 Description
Demolition of 20,000 sgft building'& Site Prep for 20,400 sgfE to construct new building Start Date'
06/01/2023
End Date
06/30/2023
Project Activity/ Key Milestone 2 Description
Submission of Design Concepts and Architectural Drawings to apply for permits https://webportalapp.com/sp/task-item_has-one_view/csi_targeted_grant/3?path=44356647 1/2

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Start Date
02/01 /2023
End Date
12/31 /2023
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Project Activity/ Key Milestone 3 Description
Parking Structure SWPP Construction
Start Date
06/01 /2023
End Date
09/30/2024
Project Activity/ Key Milestone 4 Description
Site Utilities (plumbing, sewer, electrical, etc.):

Start Date
06/01 /2023
End Date
09/30/2024
( http://www.wizehive.com/)
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CALIFORNIA

STATE LIBRARY
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Part 5: Budget
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Budget
Using the Targeted Grant Budget 2022-23 template and instructions, provided in the welcome email, complete and upload a detailed budget.

Completed Targeted Grant Budget 2022-3 Form
Upload a completed budget form:

DOW Targeted Grant Budget 2022-23 Update.xlsx
Enter the State FundingTotals from Targeted
Grant Budget 2022-23 Form for each of the budget
categories beto .

State Funding Total Salaries ages/Benefits Amount Requested If not requesting Salaries/Wages/Benefits funding, please enter "$0". Please enter your amount as a whole number, with no decimals.
$0
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State Funding Total Consultant Fees Amount Requested
If not requesting Consultant Fees funding, please enter "$0". Please enter your amount as a whole number, with no decimals.
$0
State Funding Total Travel Amount Requested
If not requesting Travel funding, please enter "$0". Please enter your amount as a whole number, with no decimals.
$0
State Funding Total Supplies/Materials Amount Requested If not requesting Supplies/Materials funding, please enter 10". Please enter your amount as a whole number, with no decimals.
$0
State Funding Total Equipment Amount Requested
If not requesting Equipment funding, please enter "$0". Please enter your amount as a whole number, with no decimals.
$0
State Funding Total Services Amount Requested
If not requesting Services funding, please enter " $0". Please enter your amount as a whole number, with no decimals.
$3,000,000
State Funding Indirect Costs Requested
If not requesting Indirect funding, please enter "$0". Please enter your amount as a whole number, with no decimals.
$0
State Funding Project Total Requested
$3,000,000
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The State Funding Project Total Requested calculation should match the Total Funding Requested in Part 1: Project Information. If the numbers do not match please adjust the budget.
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APPLICATION CERTIFICATION
This form is to ;be completed by the applicant organization "s authorized representative.

I have read and support this State Grant Application.

Please note: If your application is successful, project funds may take up to 6-7 weeks to arrive after your claim form, free of errors, is received by the State Library. With the submission of your application, you acknowledge that you are aware of this timeline and confirm that you will be able to start and continue your project, as needed, before grant funds arrive.

CONTACT INFORMATION
Library/Organization City of Downey
Project Name New Downey Family YMCA
Authorized Representative Name Vaniah De Rojas
Title Interim Assistant City Manager
11/23/2022
Authorized Representative Signature Date
Please print this certification form and sign in blue ink.

Scan the signed certification form and attach it to the online application (see instructions for more information).

EXHIBIT "B

AWARD AGREEMENT
r**Insert Award PacketlAward Agreement`**]

March 16„2023
Vaniah De Rojas
City of Downey
1 111 1 Brookshire Avenue;
Downey, CA 90241 ,
Subject: Targeted State Grants, FY 2022-2023
Title: New Downey Family YMCA (TSG-22-21)
Dear Vaniah`De Rojas:

This letter confirms the California State Library's award of $3,000,000 to the City of Downey for the New Downey Family YMCA. City of Downey will receive $1500,000 of the award upon execution and approval of the grant agreement, certification, and claim forms. The remaining funding will be made available according to the payment schedule and upon the awardee's completion of the requirements listed in the Grant Agreement and Certification of Compliance document included with this award packet.

Hard copies of this correspondence will not follow. Please keep the entirety of this correspondence for your files and consider these award materials your original documents.

This grant is governed by the attached Grant Agreement and Certification of Compliance, which includes the project period, reporting requirements, and payment schedule as well as the proposal outlining the timeline and budget. Please sign the claim and certification forms at the back of your award packet using the DocuSign system. Should you have any questions regarding the use of DocuSign please contact your grant monitor.

The State Library grant monitor for this project is Wendy Amireh. She can be reached at [email protected] or at (916)603-7129. Wendy Amireh is available to assist you throughout the project period.

Best wishes for a successful project.

Library- Courts Building r l b-333-9759
P.O Box 94283" csl-adrn@library:oa.gov
Sacramento, CA 94237-0001 www,library.co.gov

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D9OA55EF7D6C Targeted State Grants, FY 2022-2023
TSG-22-21

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Respectfully yours;
EDocuSigned by:
�: tw&S
BDA5il9$1C41C416...

Greg Lucas
California State Librarian
Enclosures
CC: Wendy Amireh
Yesenia Castellon
Natalie Cole
Gina lwata
Lynne Oliva
Lena Pham
Annly Roman
Library — Courts Building 916-323-9759
P: . Box 942837 I-adn @library.ea.gov
Sacramento, CA 9 337-9001 wwwlibrary.ca,gov
fi
i

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D90A55EF7D6C

THE BASICS - YOUR GRANT AWARD
The following provides all the basic information about vour arant and manaaina vour arant.

Award #:

TSG-22-21
Libra /Or anization:

City of Downey
Project Title:

New Downey Family YMCA
Award Amount:
$3,000,000

APPROVED BUDGET
Salary/Wages
$0
Consultant Fees;
$0
Travel
$0
Supplies/Materials'
$0
Equipment
$0
Services
$3,000,000
Project Total
$3,000,000
Indirect Cost'
$0
Grant Total
$3,000,000
Start Date: Upon execution of the award packet materials End Date: January 31, 2025
Please understand that it can take from six to eight weeks from receipt of a fully executed claim form with no errors before grant funds are delivered. If you have not received your payment after eight weeks, please contact your grant monitor.

REPORTING
City of Downey is required to provide mid -project financial and narrative reports as outlined in the Grant Award Agreement and Certificate of Compliance documentation (July 2023, January 2024, July 2024); final financial and narrative reports by February 28, 2025; and updates upon request. Progress documentation (e.g. photos or video of grant -funded work) will be required with each report. Reports should be submitted to your grant monitor.

PAYMENTS
Please note this clarification regarding payments. Grant payments will be made based on the payment schedule laid out in the Grant Award Agreement and Certificate of Compliance documentation. Ten percent (10%) of the full grant award is withheld until the end of the project period. It is payable only if the grant recipient fulfills all project reporting requirements and expends all funds, or returns all unspent grant funds, by the time specified in the grant terms and conditions.

CONTACT
We want your project to be successful. Please work with the grant monitor in implementing your project:

Grant Monitor:' Wendy Amireh
Phone Number: ' 916 603-7129
Email Address: [email protected]

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D9OA55EF7D6C

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D9OA55EF7D6C City of Downey
2022-2023 TSG-22-21

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CALIFORNIA

STATE LIBRARY

TABLE OF CONTENTS
PROJECT SUMMARY ............................................................................................ 2 PROCEDURES and REQUIREMENTS ........................................................................ 3 A. Term of the Agreement .............................................................................. 3 B. Scope of Work ........................................................................................... 3 C. Budget Detail ............................................................................................ 4 D. Reports ...................................................................................................... 4 E. Claim Form and Payment ............................................................................ 5 F. Grantee's Covenants .................................................................................. 6 EXHIBIT A: TERMS`and CONDITIONS ...................................................................... 8 EXHIBIT B: ADDITIONAL TERMS AND CONDITIONS ................................................... 23 EXHIBIT C: CERTIFICATION OF COMPLIANCE FORM ................................................ 29 EXHIBIT D: STATE REIMBURSABLE TRAVEL EXPENSES ................................................. 35

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D90A55EF7D6C City of Downey
2022-2023 TSG-22-21

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STATE LIBRARY

PROJECT SUMMARY
Award Agreement between the California State Library and City of Downey for the New Downey Family YMCA.

AWARD AGREEMENT NUMBER TSG-22-21
This Award Agreement ("Agreement") is entered into upon execution of the award packet materials by and between the California State Library; ("State Library") and City of Downey ("Grantee").

This Award Agreement pertains to Grantee's State -funded project New Downey Family YMCA.

The Library Development Services Bureau ("LDS") of the State Library administers state and federal funds in the form of awards.

The Grantee was approved by the California Legislature and Governor to receive state funds in the amount of $3,000,000 through the legislative process and allocated by the State Library.

The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:

S'
i
t

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D90A55EF7D6C City of Downey
2022-2023 TSG-22-21

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CALIFORNIA

STATE LIBRARY
PROCEDURES and REQUIREMENTS
A. Term of the Agreement
The Grant term begins on the date of execution of the Agreement by both parties, until January 31,2025. If completion of the project occurs prior to the end of the grant period this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project period ends on January 31,2025, and all grant project costs must be incurred by this date.

B. Scope of Work

1. Pursuant to the California Budget Act for the 2022-2023 Fiscal Year (Assembly Bill 179), the California State Library hereby allocates to the City of Downey, a sum not to exceed three million dollars ($3,000,000) ("Grant Funds"), upon and subject to the terms and conditions of this Grant Agreement for the New Downey Family YMCA ("Agreement").

2. Grantee agrees to perform all activities specifically identified in the Grantee's submitted application and award packet.

3. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
a. Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). b. Make financial records available to the State Library upon request. c. Work with the StateLibrary staff to assure that funds are disbursed in compliance with the purpose of the grant.
d. Prepare and submit required narrative and financial reports. e. Procure equipment, and other supplies as needed for the project. f. Issue contracts for services, personnel, and consultants as needed for the project.
g. If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
h. Oversee the implementation of project activities.

C. Budget Detail

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2022-2023 TSG-22-21

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The State Library shall provide the Grantee funding for the expenses incurred in performing the activities specified in the Grantee's award packet documentation.

The Grantee shall request the distribution of grant funding consistent with the approved project budget incorporated herein, and according to the payment schedule specified in this Agreement. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.

D. Reports

1. The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project, to the State Library, using the sample report documents provided by the State Library. Visual documentation (e.g. still or video photography) will be required as part of each Narrative Report.

2. All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.

3. The reports shall be submitted by the following dates:

Project Start Date Financial Report and Narrative Report July 31, 2023 - June 2023 1 Due
July 2023 - Financial Report, and Narrative Report January 31, December 2023 1 Due 2024
January 2024 - Financial Report, and Narrative Report July 31, 2024 June 2024 1 Due
July 202I Final Financial Report, and Final I February 28, January2025 Narrative Report Due 2025

4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A98-D9OA55EF7D6C City of Downey
2022-2023 TSG-22-21

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5. The Grantee agrees to maintain records and supporting documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later. Please refer to Exhibit A, Terms and Conditions for more information.

E. Claim Form and Payment

1. The State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outlined in this document have been met, and only for those activities and costs specified in the approved award packet documentation.

2. The Grantee shall complete, sign, and submit the Certification of Compliance form (Exhibit C) and the Financial Claim form (included in your award packet), to the State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to the Grantee organization, please contact the grant monitor regarding alternate options.

3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.

4. If the payment amount made by the State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the State Library.

5. The Award payments will only be made to the Grantee. It is the Grantee's responsibility to pay all contractors and subcontractors for purchased goods and services.

6. The Final Payment of 10% will be withheld and retained by the State Library (if applicable) until all conditions agreed upon in this Agreement have been satisfied.

7. Prompt Payment Clause
The State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq. The

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Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.

8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Agreement and the Grantee shall not be obligated to perform any provisions of this Agreement.
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount.

F. Grantee's Covenants
In consideration of Grantor's disbursement of the Grant Funds, for a period of ten years following the completion of the grant period, Grantee hereby covenants and agrees as follows:

1. The Grant Funds shall be used for New Downey Family YMCA.

2. The property shall be held, used, operated, managed and maintained only in a manner that is consistent with this Agreement.

3. Grantee shall pay before delinquency all taxes, assessments (general and special), fees, and charges of whatever description levied on or assessed against the property by competent authority (collectively "Taxes") and shall furnish Grantor with satisfactory evidence of payment upon request. Grantee shall keep the property free from any liens including, without limitation, those arising out of any obligations incurred by Grantee for any labor or materials furnished or alleged to have been furnished to or for Grantee at or for use on the property.

4. The property (including any portion of it or any interest in it) shall not be sold, transferred, exchanged or otherwise conveyed without the written approval of the State of California, acting through the Legislature or the State Librarian, or its successor. Such approval shall not be unreasonably withheld as long as the property shall continue to be held and used only in a manner consistent with this Agreement, , and each successor -in -interest assumes and agrees in writing to be bound by the terms, covenants and conditions of this Agreement.

5. The property (including any portion of it or interest in it) may not be used as security for any debt without the written approval of the State of California, acting through the Legislature or the State Librarian, or its successor.

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CALIFORNIA

STATE LIBRARY
EXHIBIT : TERMS and CONDITIONS

1. Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California es ibirity Standards. Additionally, all project materials designed, developed, and maintained shalt be in compliance with the California Government Code, sections 7405 and 11135, and the Web Content Accessibility Guidelines 20, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

However, if for some reason project materials are not generated to be in compliance to meet these standards, please still submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including "NOT' ACCESSIBLE" in the file name.

The State Library reserves the right to post project materials to its website that are in compliance with thesestandards.

2. Acknowledgment: The State of California and the State Library shall be acknowledged in all promotional materials and publications related to the New Downey Family YMCA Project.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
"This [publicationlproject] was supported in whole or in part by funding provided by the State of California, administered by the California State Library."
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites If space is limited the State Library logo and the fallowing shortened acknowledgement statement is acceptable:

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Funding provided by the State of amomia.

This credit line on products of a project, such as materials, is important to foster support from the public, and state funding sources.
c. California State Library Logo: Use of the State Library logo, which can be downloaded on the California State L _&ror w�ebsitg, is required on any publication, vehicle wrap, or promotional material along With the above statement(s).
d. Project Photography: Photographs and videos are a great way to document your project. If obtaining still or video photography featuring members of the public, Grantees should obtain a photo release form. Grantees may use their organization's image release form, or contact the State Library grant monitor for a sample image release form.

3. Agency: In the performance of this Agreement the Grantee and its agents and employees shall act in an independent capacity and not as officers, employees or agents of the State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the State Library for any purpose and has no authority to bind the State Library in any manner whatsoever.

4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.

No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement maybe amended, modified, or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.

5. Applicable Law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right tawny other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.

6. Assignment, Successors, and Assigns: The Grantee may not assign this Agreement or delegate its performance to any third -party person or entity, either in whole or in part, without the State Library's prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the State Library, the Grantee, and their respective successors and assigns.

7. Audit and Records Access: The Grantee agrees that the State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this

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Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, whichever is later, unless a longer period of records retention is stipulated, or until completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later. The Grantee agrees to allow the auditors) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.

Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.

8. Authorized Representative: Grantee and the State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization's behalf.

9. Communication: All communications from either party, including an interim check -in at any time during the grant term, shall be directed to the respective grant monitor or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below:

City of Downey
Vaniah De Rojas
11111 Brookshire Avenue
Downey, CA 90241
[email protected]
(562) 904-7284
California State Library
Wendy Amireh
900 N Street
Sacramento, CA 95814
[email protected]
(916)603-7129

1. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.

2. Contractor and Subcontractors: Nothing contained in this Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its

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contractors, subcontractors, volunteers, student interns, and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee's obligation to pay its contractors and subcontractors is an independent obligation from the State's obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.

3. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. (17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases, or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the State Library pursuant to this section. Also, the State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a State Library website for public access and viewing.

4. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance and approval of the final report by State Library. If the Grantee is a non-profit entity, the Grantee's Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.

5. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written "Notice of Dispute" with the State Library Grant Monitor within ten (10) days of discovery of the problem. Within ten (10) days of receipt of the Notice of Dispute, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.

6. Druq-free Workplace: The Grantee certifies under penalty of perjury under the laws of California, that the Grantee will comply with the requirements of the Drug -Free Workplace Act of 1990 (Gov. Code, § 8350 et. seq.) and will provide a drug -free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

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b. Establish a Drug -Free Awareness Program to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The Grantee's policy of maintaining a drug -free workplace; 3) Any available counseling, rehabilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the project funded through this Agreement will:
1) Receive a copy of the Grantee's drug -free workplace policy statement.
2) Agrees to abide by the terms of the Grantee's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.

7. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.

8. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contains the entire agreement of the parties.

9. Exclusive Agreement: This is the entire Agreement between the State Library and Grantee.

10. Executive Order N-6-22-Russia Sanctions: The Grantee shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate grant agreements with, and to refrain from entering any new grant agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

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11. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee's request for an extension of the grant period must be made in writing and received by the California State Library at least 30 days prior to the final deadline.

12. Failure to Perform: The grant being utilized by the Grantee is to benefit the New Downey Family YMCA Project. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent (10%) withheld.

13. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee's payments or make FICA payments on the Grantee's behalf; or b. Make Federal or State unemployment insurance contributions on Grantee's behalf; or
c. Withhold Federal or State income taxes from Grantee's payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.

14. Force Majeure: Neither the State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.

15. Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the State Library any funds improperly expended.

16. Fringe Benefit ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.

17. Generally Accepted Accounting Principles: rinciples: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.

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18. Grant Monitor: The Grant Monitor's responsibilities include monitoring grant progress, and reviewing and approving Grant Payment Requests and other documents delivered to the California State Library pursuant to this Agreement.

The Grant Monitor may monitor Grantee performance to ensure Grantee expends grant funds appropriately and in a manner consistent with the terms and conditions contained herein. The Grant Monitor does not have the authority to approve any deviation from or revision to the Terms and Conditions (Exhibit A and B) or the Procedures and Requirements unless such authority is expressly stated in the Procedures and Requirements.

19. Grantee: The government or legal entity to which a grant is awarded and which is accountable to the State Library for the use of the funds provided. a. The grantee will make reports to the State Librarian in such form and containing such information as may be required to ensure the proper used of funds consistent with the grantee's application, and award agreement and accompanying documentation submitted. The grantee will keep such records and afford such access as the State Library may find necessary to assure the correctness and verification of such reports.

20. Grantee Accountability: The Grantee is ultimately responsible and accountable for the manner in which the grant funds are utilized and accounted for and the way the grant is administered, even if the Grantee has contracted with another organization, public or private, to administer or operate its grant project. In the event an audit should determine that grant funds are owed to the State Library, the Grantee is responsible for repayment of the funds to the State Library.

21. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.

22. Independent Action: Grantee reserves the right to fulfill its obligations under this Agreement in an independent manner, at any location and at any time within the agreed -upon timeline. Grantee's employees or contract personnel shall perform all services required by this Agreement, but their time need not be devoted solely to fulfilling obligations under this Agreement. Grantee shall furnish all equipment and materials used to meet its obligations, and complete the Project. The State Library shall not provide any personnel or other resources beyond the grant award and is not required to provide training in connection with this Agreement.

23. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the State Library and its officers, employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses

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accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

24. License to Use: The State Library reserves a fully paid -up, royalty -free, nonexclusive, sub -licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third -party rights. All such usages will be for public library and State governmental purposes:
a. The copyright in any work developed under this grant, sub -grant, or contract under this grant or sub -grant; and
b. Any rights of copyright to which a Grantee, sub -grantee, or a contractor purchases ownership with grant support.

25. Limitation of Expenditure: Expenditure for all projects must conform to the Grantee's approved budget and with applicable State laws and regulations. The total amount paid by the State Library to the Grantee under this Agreement shall not exceed $3,000,000 and shall be expended/encumbered in the designated award period.

During the award period, the Grantee may find that the approved budget may need to be modified. Budget changes, requests for additional funds, or requests for reductions in award funding must be discussed with the assigned State Library Grant Monitor and a Grant Award Modification may be required to be submitted according to the instructions. Approval is by the State Librarian or their designee. Adjustments should be reported on the next financial report. Any adjustments in approved budgets must be documented and documentation retained in project accounts.

26. Lobbying: Grantee confirms that the grant funds will not be used for the purposes of lobbying or otherwise attempting to influence legislation, as those purposes are defined by the U.S. Internal Revenue Code of 1986.

27. Non -Discrimination Clause: During this grant period, the Grantee and the Grantee's contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, age, sexual orientation, or military and veteran status. Grantee shall insure that the evaluation and treatment of contractors, employees and applicants for employment are free from such discrimination and harassment.

Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2,

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§ 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 1 1 135-1 1 139.5), and the regulations or standards adopted by the State Library to implement such article.

Grantee shall permit access by representatives of the Department of Civil Rights and the State Library upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the State Library shall require ascertaining compliance with this clause. Grantee, and its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, § 11105.) Grantee shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the Agreement.

28. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (Email): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign (e-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via / uploaded to the State Library Grants Management System, a notification will be sent to the last email address of the recipient known to the party giving notice. Notice is effective upon transmission.
d. Personally: When delivered personally to the Grantee's physical address as stated in this Agreement.
e. U.S. Mail: Five days after being deposited in the U.S. Mail, postage prepaid, and addressed to Grantee's address as stated in this Agreement.

29.Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, Certificate of Compliance, Project Description, Timeline and Budget, of this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as "Terms"). Grantee's State Library -approved Application (Grantee's Application) is hereby incorporated herein by this reference. In the event of conflict or inconsistency between the articles, exhibits, attachments, specifications or provisions that constitute this Agreement, the following order of precedence shall apply:
a. Grant Agreement and any Amendments thereto
b. Terms and Conditions (Exhibit A to the Grant Agreement) c. Procedures and Requirements

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d. Certificate of Compliance (Exhibit C to the Grant Agreement) e. Project Description
f. Grantee's approved outputs from the submitted application (including Budget and Timeline submitted as part of the required award documents) g.All other attachments hereto, including any that are incorporated by reference.

30. Payment.
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Timeline submitted as part of the required award documents. The State Library shall provide funding to the Grantee for only the work and tasks specified in the list of approved outputs at only those costs specified in the Budget submitted as part of the required award documents and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Timeline in accordance with the approved Budget and shall obtain the Grant Monitor's written approval of any changes or modifications to the Timeline, approved project outputs, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs.
c. The Grantee shall request funds in accordance with the funding schedule included in this Agreement.
d. -Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily completed. Failure by the grantee to satisfactorily complete all reports and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.
e. Lodgings, Meals and Incidentals: Grantee's eligible costs are limited to the amounts authorized in the California State Administrative Manual (see Exhibit C or contact the Grant Monitor for more information). f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the executed grant agreement is complete.

31. Personal Jurisdiction: The Grantee consents to personal jurisdiction in the State of California for all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

Native American Tribal grantees expressly waive tribal sovereign immunity as a

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defense to any and all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

32. Personnel Costs: Any personnel expenditures to be paid for with grant funds must be computed based on actual time spent on grant -related activities and on the actual salary or equivalent hourly wage the employee is paid for their regular job duties, including a proportionate share of any benefits to which the employee is entitled.

33. Pledge: This Agreement shall not be interpreted to create any pledge or any commitment by the State Library to make any other or further grants or contributions to Grantee, or any other person or entity in connection with the Project. It is mutually agreed that Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete outcomes or deliverables.

34. Privacy Protection: Both parties agree to protect the confidentiality of any non- public, personal information that may be contained in materials received or produced in connection with this Agreement, as required by Civil Code, section 1798, et. seq.

35. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the State Library.

36. Public Records Act: Material maintained or used by the State Library is considered "public record" under the Public Records Act (PRA) at Government Code, sections 6250, et. seq. This includes the Interim and Final reports, and any other written communications between the parties. Grantee agrees to ensure that all content contained in its written reports are appropriate for publication.

Said material, along with all other reports, documentation and data collected during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.

37. Publicity Obligations: Grantee will notify the State Library of any promotional materials or publications resulting from the grant no later than five (5) days in advance of distribution, whether they are print, film, electronic, or in any other format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library's support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.

38. Records: Communications, grant related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally

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accepted accounting practices, and to retain all records for at least five (5) years after the end -of -term. The State Library may monitor or conduct an onsite evaluation of Grantee's operation to ensure compliance with this Agreement, with reasonable advance notice.

39. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized in the course of the project are not wasted. Steps should include, but not be limited to: the use of used, reusable, or recyclable products; discretion in the amount of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.

40. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or matching requirements of any other State Library funded program.

41. Reports and Claims: It is the responsibility of the grantee make the required reports and claims to the California State Library.
a. The Grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
b. The Grantee shall be responsible for submitting to the State Library Financial Reports reflecting Grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder, the Grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the State Library agrees to reimburse the Library as soon thereafter as State fiscal procedures will permit. d. The final 10% of the grant award (if applicable) is payable only upon approval of all reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient's administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the Grantee for the project in the following manner:
1) $1,500,000 upon the receipt and approval, by the State Library, of the submission of all required documents as stated in the award letter; execution of the agreement, certification, and claim form by the Grantee organization.
2) The second payment in the amount of $1,200,000 after the submission and approval of the first narrative and financial reports and receipt, by the State Library, of a completed claim form unless:

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i. The grantee needs the funding prior to the July date in order for the project to progress. To obtain funding prior to July 31, 2023, the grantee must provide documentation to the grant monitor demonstrating effectively either (a) that the first award payment has been spent, or (b) why the second installment is needed in advance of the scheduled payment.
ii. The grantee's July 31, 2023, financial report demonstrates that they have not spent any of their initial payment. The second payment will be held until the Grantee demonstrates effectively that their project is moving forward and additional funding is needed.
3) A final payment in the amount of $300,000 will be made upon submission and approval of the final interim grant report and financial claim form.

42. Self -Dealing and Arm's Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm's- length transactions and not the result of, or motivated by, self -dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, "arm's-length transactions" are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity's business and the entity chooses the lowest of the resulting bids. "Self -dealing" is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.

43. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.

44. Site Visits: The Grantee shall allow the State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not be limited to, monitoring the use of grant funds, providing technical assistance when needed, and visiting the State funded project.

45. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Grantee at least thirty (30) days prior to the effective date of termination. In the event this Agreement is terminated, the Grantee shall deliver to the State Librarian copies of all reports, accounting, data, and materials prepared up to the date of termination. The State Librarian

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shall determine and pay the Grantee for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Grantee. Upon such termination, the unused portion of the grant award must be returned to the State Library within 45 days. If funding has been advanced to the Grantee, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.

46. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the Budget and the Timeline included therein are part of the Agreement.

47. Unused Funds: At the end -of -term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: (1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.

Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end -of -term or earlier termination, as determined by the State Library in its sole discretion.

48. Waiver of Rights: The State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by State Library. No delay or omission on the part of State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by State Library of a provision of this Agreement shall not prejudice or constitute a waiver of State Library's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between the State Library and Grantee, shall constitute a waiver of any of State Library's rights or of any of Grantee's obligations as to any future transactions. Whenever the consent of State Library is required under this Agreement, the granting of such consent by State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the State Library.

49. Work Products: Grantee shall provide the State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.

50. Worker's Compensation: The State of California will not provide Workers' Compensation insurance for Grantee or Grantee's employees or contract personnel. If Grantee hires employees to perform services required by this

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Agreement, Grantee shall provide Workers' Compensation insurance for them.

The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.

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J1, CALIFORNIA

STATE LIBRARY
EXHIBIT . ADDITIONAL TERMS AND CONDITIONS

1. California Building odes: Activities funded under this Agreement, regardless of funding source, must be in compliance with all applicable California Building Codes (Cal Code Regs., Title 24).

2. California Environmental Quality Act: Activities funded under this Agreement, regardless of funding source, must be in compliance with the California Environmental Quality Act (CEQA) (Public Resources Code section 21000 et seq.).

Information on CEQA may be found in the California State Clearinghouse Handbook.

3. Changes in a project: Any proposed change in the project requested by the Grantee, which would change the information provided during the application process, requires approval from the State Librarian prior to execution. The State Librarian shall have the sole authority to determine if a proposed change by the Grantee is approved or not approved. The State Librarian's decision is final and binding.

4. Compliance with Laws, Consents and Approvals: Grantee will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies having jurisdiction over either the Grantee, the Property, or the project, and with all applicable directions, rules and regulations of the Fire Marshal, health officer, building inspector and other officers of any such government or agency. All permits, consents, permissions and licenses required by any federal, state or local government or agency to which Recipient, the Property, or the Infrastructure Project is subject, which may be necessary in relation to this Agreement, development, construction or ownership of the Infrastructure Project, at or prior to the commencement of construction, have been, or will "be, obtained, and none of such consents, permissions and licenses are subject to appeal or to conditions which have not been met.

5. Contractors and Subcontractor: For the performance of all construction work on the Project, Grantee agrees to use a licensed; general contractor or contractors € ("Contractor"), in good standing, in order to complete the work described in the grant application. The Grantee hereby certifies that the Contractor is in good standing with the California State Contractors' License Board. The Grantee shall only; contract with contractors who are licensed and shall ensure that the Contractor

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and any successor thereto shall only contract with subcontractors, that are also so licensed.

6. Contractor Insurance/Bond: Grantees shall be responsible for ensuring that any contractors/subcontractors hired for grant -funded work have all relevant bonds and insurance in place in compliance with prevailing wage and other applicable state and federal laws, the Department of Industrial Relations, and the Department of Consumer Affairs Contractors State License Board requirements.

Insurance:
a. Casualty Insurance
L The Contractor shall procure and maintain insurance on all of its operations with companies acceptable to the State as follows:
1) The Contractor shall keep all insurance in full force and effect from the beginning of the work through contract acceptance.
2) The Contractor shall maintain completed operations coverage with a carrier acceptable to the State through the expiration of the patent deficiency in construction statute of repose set forth in Code of Civil Procedure Section 337.1.
b. Workers' Compensation and Employer's Liability Insurance i. In accordance with Labor Code Section 1860, the Contractor shall secure the payment of worker's compensation in accordance with Labor Code Section 3700.
ii. In accordance with Labor Code Section 1861, the Contractor shall submit to the Grantee the following certification before performing the work:
1) 1 am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. iii. Contract execution constitutes certification submittal. iv. The Contractor shall provide Employer's Liability Insurance in amounts not less than:
1) $1,000,000 for each accident for bodily injury by accident 2) $1,000,000 policy limit for bodily injury by disease 3) $1,000,000 for each employee for bodily injury by disease V. If there is an exposure of injury to the Contractor's employees under the U.S.

Longshoremen's and Harbor Workers' Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. c. General Liability Insurance

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i. The Contractor shall carry General Liability and Umbrella or Excess Liability Insurance covering all operations by or on behalf of the Contractor providing insurance for bodily injury liability and property damage liability for the following limits and includingcoverage` for:

A. Premises, operations, and mobile equipment
B. Products and completed operations
C. Broad form property damage (including completed operations) D. Explosion, collapse, and underground hazards
E. Personal injury
F. Contractual liability
ii. The Contractor shall not require certified Small Business subcontractors to carry Liability insurance that exceeds the limits in Section (d)(i), "Liability Limps/Additional Insureds," of these specifications. The _maximum required Liability Insurance limits in Section (d) (i), "Liability Limits/Additional Insureds," of these specifications shall apply to certified Small Business subcontractors for work performed on the project, regardless of tier. The provisions of Section (d) (i), "Liability Limits/Additional Insureds," shall be included in all subcontracts for all tiers.

Public works construction projects', as defined in Labor Code Section 1720 et se , must meet prevailing wage requirements. California law requires that workers are not paid less than the general prevailing rate of per diem wages on public works projects.
d. LIABILITY LIMITS/ADDITIONAL INSUREDS
i. The limits of liability shall be at least the amounts shown in the following table:

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Construction
For Each
Aggregate
General
Umbrella or
Contract
Occurrence'
for
Aggregate2
Excess
Amount 4
Products/
Liability3
Completed
Operation
$1,000,000
$15,000,000
$25,000,000
$2,000,000
$2,000,000
$4,000,000
$25,000,000

1. Combined single limit for bodily injury and property damage.

2. This limit shall apply separately to the Contractor's work under this contract.

3. The umbrella or excess policy shall contain a clause stating that it takes effect (drops down) in the event the primary limits are impaired or exhausted. "Construction Contract Amount" is the total amount of the construction contract all or a portion of which is funded with Building Forward Grant funds.

7. Delay: Grantee shall promptly notify the State Library in writing of any event causing delay or interruption of the project beyond the scheduled timeline. The notice shall specify the work delayed and the cause and period of each delay.

8. Documentation: Grantees shall provide to the State Library photographic documentation of the project site prior to the start of the project, during the project, and upon completion of the project.

9. Grantee's Responsibility: Grantee and its representatives shall:
a. Faithfully and expeditiously perform or cause to be performed all project work as described in the application, timeline/activities, and budget submitted by the Grantee.
b. Accept and agree to comply with all terms, provisions, conditions, and written commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and statements made by Grantee in the application, documents, amendments, and communications filed in relation to the grant funds.
c. Comply with all applicable California laws and regulations. d. Implement the project in accordance with applicable provisions of the law. e. Fulfill their obligations under the Agreement and be responsible for the performance and completion of the project.
f. Follow all applicable local, state and/or federal laws pertaining to the expenditure of funds.

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g. Retain any bid, contracts, and any other pertinent documentation. Likewise, all local, state, and federal permits required for construction projects must be acquired by the grantee and retained for a period of five (5) years after the end of the grant period.

10. Inspection of the Project: The State Library shall have the right to inspect the project during the grant term. Grantee shall deliver to the State Library any inspection reports prepared, to the extent available to the Grantee. Inspection of the project shall be for the sole purpose of protecting the State of California's interest and is not to be construed as a representation by the State Library that there has been compliance with plans or that the project will be free of faulty materials or workmanship. The Grantee can make or cause to be made such other independent inspections as the Grantee may desire for its own protection.

11. Interest: Any interest earned on grant funds held by the Grantee shall be contributed to the New Downey Family YMCA Project.

12. Maintenance and Operation: The Grantee is responsible for ensuring that grant projects funded by the State of California are maintained and operated in the same condition as when the project was completed; normal wear and tear is accepted.

Maintenance and operations standards should be adopted upon completion of the project.

13. Permits Licenses Approvals, and Legal Obligations: Grantee shall be responsible for obtaining any and all permits, licenses, and approvals required for performing any work under this Grant Agreement, including those necessary to perform design, construction, or operation and maintenance of the Project(s). Grantee shall be responsible for observing and complying with any applicable federal, state, and local laws, rules or regulations affecting any such work, specifically those including, but not limited to, environmental, procurement, and safety laws, rules, regulations, and ordinances. Grantee shall be prepared to provide copies of permits and approvals to the State Library should the State Library request copies.

14. Relationship of Parties: If applicable, Grantee is solely responsible for design, construction, and operation and maintenance of projects within the project application and timeline. Review or approval of plans, specifications, bid documents, or other construction documents by State is solely for the purpose of proper administration of funds by State and shall not be deemed to relieve or restrict responsibilities of Grantee under this Grant Agreement.

15. Use of Funds: Grantee agrees that the grant funds shall be expended only in accordance with the applicable statutes and Grant Guidelines governing the Program, and only for the purposes and activities set forth in this Agreement and the Grantee's approved outputs, budget, and timeline completed as part of the award packet documentation. The grant funds shall be used exclusively for the payment of, or reimbursement for, approved costs as shown in the project budget completed

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as part of the award packet documentation or the amended budget as approved in writing by the State Library. Such payment of costs to be made only after the costs have been incurred by the Grantee. "Approved Costs" shall mean all hard and soft eligible costs under the project (and modifications thereto), which were approved, or will be approved by the State Library, which are needed for the completion of the project, in accordance with application.

16. Use of site: The facility, or the part thereof, acquired, constructed, or remodeled, upgraded, or rehabilitated with funds received as part of the Targeted State Grant program will be used as a Downey Family YMCA detailed in the project description for a period of not less than 10 years following completion of the grant period.

17. Withdrawal of a Project: If it is determined by the grant recipient that a project cannot be completed within the scope of the approved application, the project may be withdrawn by the Grantee prior to the completion of fifty percent of the project. Upon withdrawal of a project, all unspent funding must be returned to the State Library along with a completed detailed expenditure form showing how any unreturned funds were spent.

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'
'ALIFORNIA

STATE LIBRARY
EXHIBIT C: CERTIFICATION OF COMPLIANCE FORM

1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds in order to implement this grant -funded' project.

I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, l commit to the conditions of this award, and I have the legal authority to do so.

I certify that any or all other participants or contractors in the grant -funded project have agreed to the terms of the Award Agreement and have entered into an agreement(s) concerning the final disposition of equipment; facilities, and materials purchased for this project from the funds awarded for the activities and services described in the attached award packet, as approved and/or as amended by the ' California State Librarian.

The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this project, to include the requirements listed below in this Certification of Compliance Form.
2 The authorized representative, on behalf of the Grantee, hereby certifies to the California State library, for an award of funds in the amount'$3,000,000. This award will fund New Downey Family YMCA as set forth in the list of approved outcomes, Timeline and Budget as approved and/or as amended by the California State Librarian.

3. ` The authorized representative, on behalf of the Grantee, hereby certifies that the project property, or a part thereof, will be used as a Downey Family YMCA detailed in the project description for a period of not less than 10 years following completion of the grant period.

4. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code § 12990 (a-f) and CCR, Title 2, Section 11102) .

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5. DRUG -FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug -Free Workplace Act of 1990 and will provide a drug -free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. b. Establish a Drug -Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug -free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug -free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code § 8350 et. seq.)

6. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § 10411):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any

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part of the decision -making process relevant to the contract while employed in any capacity by any state agency.
b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy -making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub. Contract Code § 10430 (e)).

7. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code § 3700).

8. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)
PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.

10. DRUG FREE WORKPLACE:
a. Continue to provide a drug -free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug -Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug- free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government - wide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug -Free Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707). b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug -free workplace; publishing a drug -free workplace statement; establishing a drug -free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.

11. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all project staff, will ensure all project materials will meet California accessibility standards.

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12. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all project staff, agree to comply with all California non-discrimination laws.

13. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all project staff, agree to comply with California State Library acknowledgement requirements.

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D90A55EF7D6C Name:

City of Downey
Name: vaniah De Rojas
Email: [email protected]
Name: vaniah De Rojas
Email: [email protected]
City of Downey
2022-2023 TSG-22-21

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Certification
Address (official and complete):
11111 Brookshire Avenue, Downey CA 90241
Phone: 562-904-7284
Title: Interim Assistant city Manager
Phone: 562-904-7284
Signature: auSignedby: Date: 3/23/2023
E�Do
�n i4, Vt, YI&S
1A069CA2FE430...

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Authorized Representative Signature

ORGANIZATION
Name:

Address (official and complete):

City of Downey
11111 Brookshire Avenue, Downey C4 90241

AUTHORIZED REPRESENTATIVE
Signature:

Date: 3/23/2023
/oacusignedby:
tXlt t>, 0, xs
3ciAo69CA2FE430...

Printed Name of Person Signing:

Title: Interim Assistant city tanager
vaniah De Rojas-

STATE OF CALIFORNIA
Agency Name: California State Library
Address: 900"N Street, Sacramento; CA 95814
Signature: oocuftnedby*
Date: 4/4/2023
E�"s
98IC41C'416,..

Printed Name of Person Signing:

Title:

Greg Lucas
California State Librarian

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CALIFORNIA

STATE LIBRARY

EXHIBIT STATE REIMBURSABLETRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
htt uv,calhr.ca: ov m to ees a es travel-reimbursemerits.as x Mileage: '
For the current milage rate visit
Rate subject to
htt ancaihr,ca. ov em to ees a es travel -
change
reimbursemenfs,aspx -approved business/travel
expense
Meals:
$700 - Breakfast
Receipts are
$11.00- Lunch
required
$23.00 - Dinner
$5.00 - Incidentals
Meals Note: Lurch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.

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Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.

AIRLINE TICKETS: Actual reasonable fees pertaining to airline travel will Itinerary and receipts be reimbursed. Business, First Class, or Early Bird are required Check -in fee is not an approved reimbursable expense.

DocuSign Envelope ID: 2233F58E-AEEC-4978-9A9B-D90A55EF7D6C A r w l i
w
November
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia's Actions in Ukraine
Dear Grantee;
You are receiving this notification because you currently have an active grant through the California State Library.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The'EO is located at htt's:t1 w. ov.oa, ovlw-contentlu loadsf22d0l4.22-Russia-Ukraine-Executive- Or er. df.

The EO directs all agencies and departments that are subject to the Governor's authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia's actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website ntt s:ithome.treasu ovf oiic-issueslfinanciai-sanotionstsanctions- ro rams®and-counts - informationlukraine-russia-related-sanctions).-Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.

Annly Roman
Grants and Bureau Operations Manager
California State Library
900 N Street
Sacramento, CA 95814

DocuSign Envelope ID:2233F58E-AEEC-4978-9A9B-D9OA55EF7D6C ,ll, CALIFORNIA

STATE LIBRARY

TARGETED GRANT

FINANCIAL CLAIM
Ist PAYMENT
Grant Award #: TSG-22-21 Date: 3/23/2023
Invoice #: TSG-22-21-01 PO #: 6091:

Payee Name: City of Downey
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address: 11111 Brookshire Avenue, Downey CA 90241 Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount` Claimed: $1,500,000.00 Type of Payment:
(Payable Upon Execution of Agreement) ® PROGRESS
Grantee Name: City of Downey ❑ FINAL
(Name on Award Letter and Agreement) ❑ IN FULL
Project Title: New Downey Family YMCA ❑ AUGMENT
For Period From: upon execution to end of grant period

CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement, and that payment has not previously been received for the amount claimed herein.

DaeuSignedby:

By vdu t C, 0, ai
3C1A069C2FE430...
(Signature of the Authorized Representative)
vaniah De Rojas Interim Assistant City Manager
(Print Name) (Title)
*Legal payee name must match the payee's federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].

State of California, State Library Fiscal Office
ENY: 2022 ITEM NO: 6120-1613-0001, Chapter 249, Statutes of 2022 PURCHASING AUTHORITY NUMBER: CSL-6120 REPORTING STRUCTURE: 61202000 CON 5432000 PROGRAM #: 5312
FAIN: N/A
Ei",s`
uSigned byy: _ ,1
By LLU0. (AAA w Date 4/4/2023
1351365FD493...
(State Library Representative)

The principal purpose of the information provided is to establish the unique identification of the government entity.

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Downey City CouncilSeptember 12, 2023

Downey City Council
September 12, 2023