Item 08 - City Council COVID-19 Response - ARPA Framework and Funding Priorities - Sierra Health Foundation (PDF-2899 KB) — Sacramento City Council, January 11, 2022

Susana Alcala Wood, City Attorney Jorge Oseguera, City Auditor Mindy Cuppy, City Clerk Howard Chan, City Manager John Colville, City Treasurer City Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org

File ID: 2021-01466 January 11, 2022 Consent Item 08

Title: City Council COVID-19 Response: ARPA Framework and Funding Priorities:

Agreement: Sierra Health Foundation: Center for Health Program Management:

Youth PopUp Program ARPA Grant Agreement (Two-Thirds Vote Required)

Location: Citywide

Recommendation: 1) Pass a Motion by two-thirds vote waiving Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) that mandates all labor agreements and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to council action; and 2) adopt a Resolution authorizing the City Manager or the City Manager’s designee to: a) transfer $1,300,000 from the available fund balance of the American Rescue Plan Act (ARPA) Reinvestment Fund (Fund 1003) to the expenditure budget of the Youth and Family Investments Program (I02001800); and b) execute an ARPA Grant Agreement with Sierra Health Foundation: Center for Health Program Management in an amount not to exceed $1,300,000.

Contact: Christopher Conlin, Assistant City Manager (916) 808-8526, [email protected]; Lindee Lane, Youth Development Policy Manager, (916) 808- 1171, [email protected], Office of the City Manager

Presenter: None

Attachments:
1-Description/Analysis
2-ARPA Reinvestment Fund Programs
3-Resolution
4-Exhibit A: Grant Agreement

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File ID: 2021-01466 Consent Item 08
January 11, 2022
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City of Sacramento

Description/Analysis

Issue Detail: The American Rescue Plan Act (ARPA) was established in March 2021 to help in response to the ongoing coronavirus disease 2019 pandemic (“pandemic”) and public health emergency. In September, City Council adopted a framework and funding priorities for the ARPA funding that the City would receive. The Youth PopUp Program (“Program”) was identified as one of those funding priorities.

Youth PopUps meet a critical need, that has been exacerbated by COVID-19, providing young people from traditionally under- resourced neighborhoods with safe spaces to engage with trusted adults and their peers in social and educational activities on the weekends. During the prior July 2019 – June 2020 contract term, the Grantee served over 22,427 youth through City- funded pop-up events. From January through June 2021, over 15,000 youth attended pop-ups with nearly 8,000 attending virtually due to COVID-19; 240 youth staff were employed to help coordinate and support pop-ups and 5,638 referrals were made for youth participants and their families to access supportive services.

The Program responds to COVID-19 recovery by addressing the basic needs of youth participants and their families while increasing other protective factors that are required to promote healthy youth development, including opportunities for social connection, learning opportunities and employment opportunities that were lost or reduced due to the pandemic.

To increase youth socialization and promote social emotional wellbeing, the Program will a) host multiple weekly virtual and in-person PopUp events in priority neighborhoods across the city with one or more of the following activities: educational lessons and trainings, games, recreational and social activities, arts and crafts, music, or guest speakers. PopUps will have resources such as COVID-19 testing and vaccination site information available for youth participants and their families; b) train Pop-up network staff, including youth staff, on strategies for addressing social anxiety and local mental health supports; c) connect youth Pop-up participants and their families with mental health resources and mental wellness tools; d) train and employ youth to support the coordination of Pop-up activities, provide peer/near-peer mentoring at Pop-up events, and develop media projects to promote the Pop-up Program; and e) facilitate a Pop-up partner referral network to identify, support, and connect youth participants and their households to needed resources including substance use disorder treatment, domestic violence, gang involvement, food insecurity, housing insecurity and other basic social, emotional, or physical health needs.

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File ID: 2021-01466 Consent Item 08
January 11, 2022
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City of Sacramento

Policy Considerations: The proposed action is responsive to the social, emotional, academic, and physical needs of youth and families impacted by COVID-19 and therefore constitutes a necessary expenditure to mitigate the effects of the public health emergency. The proposed recommendation is consistent with the Council approved Citywide Youth Development Plan and Framework for Inclusive Economic & Community Development.

Economic Impacts: There is vast research demonstrating that investing in young people can have long-term impacts both on an individual’s future outcomes and on the public in the form of broader tax base.

Environmental Considerations: The recommendation in this report is not a project under the California Environmental Quality Act (CEQA) because it involves government fiscal activities that do not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Section 15378(b)(4) of the CEQA Guidelines (Cal. Code Regs., tit. 14, §15000 et seq.), and is, therefore, not subject to CEQA pursuant to Section 15060(c)(3) of the CEQA Guidelines.

Sustainability: None

Commission/Committee Action: None

Rationale for Recommendation: Stark financial impacts of COVID-19 compounded by the interruption of typical community supports due to closures of public and social institutions such as schools, medical facilities and churches has had negative impacts on the social, emotional, and physical needs of youth and families, particularly the most vulnerable. Under typical circumstances, community-family support nets collectively provide critical protective factors 1 that young people require for healthy development including connections to other supportive adults and their peers. Many parents are struggling to meet the basic physical and emotional needs of youth in their households.

In May 2020, the COVID-19 Resilience Poll (“Poll”)
2 was conducted with over 2,500 greater
Sacramento area residents and uncovered the severe impacts COVID-19 has caused in the region. By May, more than 150,000 jobs were lost, and unemployment climbed to over 14%.

For those who saw an extreme reduction in income as a result of COVID-19, their ability to afford basic needs is severely heightened; nearly 70% reported that they cannot afford or can barely afford to pay rent or mortgage, 80% reported the same about paying bills and over 60% reported having an inadequate food supply.

1 Ways to Promote Children’s Resilience to the COVID-19 Pandemic: https://www.childtrends.org/publications/ways-to-promote- childrens-resilience-to-the-covid-19-pandemic
2 COVID-19 Resilience Poll: https://www.valleyvision.org/wp-content/uploads/VV_COVID-Resilience-Poll-1.pdf

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File ID: 2021-01466 Consent Item 08
January 11, 2022
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City of Sacramento

To reduce and mitigate the negative physical, social, and emotional effects on youth caused by COVID-19, youth development experts recommend that families and communities work together to promote the following protective factors: meet the basic needs of children, youth and families including food, shelter, and health/mental health care; ensure the presence of trusted and caring adults; ensure positive social connections - although in-person contact may be limited during COVID-19, all possible steps to minimize social isolation should be taken and; ensure the wellbeing of caregivers. It is recommended that Sierra Health Foundation:

Center for Health Program Management be awarded $1.3 million for the Program which addresses elements of all protective factors mentioned for Sacramento youth and their families who are in need.

Financial Considerations: On October 19, 2021, City Council adopted Resolution No. 2021- 0313 authorizing the City Manager or City Manager’s Designee to accept $112.2 million of American Rescue Plan Act of 2021 (ARPA) funding from the United States Treasury and establish the ARPA Reinvest Fund (Fund 1003).

Staff recommends transferring $1.3 million from the available fund balance of the ARPA Reinvestment Fund (Fund 1003) to the Youth and Family Investments Program (I02001800) as outlined below. Sufficient funding is available in the available fund balance of the ARPA Reinvestment Fund (Fund 1003) to support the recommended transfer. Staff will return with future staff reports to allocate the balance of the funding.

Local Business Enterprise (LBE): Not applicable

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Attachment 2
ARPA Reinvestment Fund (Fund 1003) $112,313,331
Program Description Approved
Expenditure Category
Aggie Square Job Center 1,000,000 3
Animal Care Community Response 2,395,375 2
Business Compliance Outreach 1,654,393 5
Center for Workers' Rights 550,000 3
Comprehensive Siting Plan 21,020,499 2
Downtown Core and Old Sacramento Revitalization 5,000,000 1 Forensiclean Extended Services 3,000,000 2
Gang Prevention and Intervention 1,500,000 3
Homeless and Housing Commitment 13,284,126 2
Public Records Staffing 4,174,042 5
Sacramento Inclusive Economic Development Collaborative 3,500,000 1 Small Business Priorities 8,200,000 1
Substance Use Respite and Engagement Program 1,300,000 2 Vaccine Outreach and Education 1,000,000 1
$67,578,435
ARPA Balance $44,734,896
Allocation of ARPA by Mayor/Council Priorities Category Funding Small Business and Commercial Corridor Revitalization 1 17,700,000 Homeless and Housing Commitment 2 41,000,000
Youth, Workforce Training, and Gang Prevention 3 3,050,000 Arts, Creative Economy, and Tourism 4 -
Citywide Organizational Needs 5 5,828,435
Total 67,578,435$
American Rescue Plan Act (ARPA) Reinvestment Fund Programs (reflects Council actions through 12/14/2021)

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RESOLUTION NO. 2020-

Adopted by the Sacramento City Council

ARPA Framework and Funding Priorities: Youth PopUp Program

BACKGROUND

A. Along with other state and local agencies across the country, the City of Sacramento has, and continues to face extraordinary challenges during the fiscal year as a result of the COVID-19 pandemic.

B. The American Rescue Plan Act (ARPA) was established in March 2021 to help in responding to the ongoing COVID-19 pandemic and public health emergency.

C. On September 14, 2021, City Council provided guidance and direction by providing an ARPA framework and identifying funding priorities and determined that providing funds to Sierra Health Foundation: Center for Health Program Management to mitigate the effects of the COVID-19 public health emergency, as provided in the grant agreement, is a necessary expenditure to increases basic needs supports for youth and their families and other protective factors that are required to promote healthy youth development, such as social connections and academic and mental health supports, that were lost, reduced or are now insufficient due to COVID-19.

The grant agreement provides $1.3 million in CRF money to implement the Program.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND AND STAFF REPORT, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The City Manager or the City Manager’s designee is authorized to transfer $1,300,000 from the available fund balance of the ARPA Reinvestment Fund (Fund 1003) to the expenditure budget of the Youth and Family Investments Program (I02001800).

Section 2. The City Manager or the City Manager’s designee is authorized to execute a Youth PopUp Program ARPA Grant Agreement with Sierra Health Foundation: Center for Health Program Management in an amount not to exceed $1.3 million. The grant agreement is attached as Exhibit A and is part of this resolution.

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Table of Contents: Exhibit A – Grant Agreement

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American Rescue Plan Act Grant Agreement

This AMERICAN RESCUE PLAN ACT GRANT AGREEMENT, dated January 1, 2022 for purposes of identification, is between the CITY OF SACRAMENTO, a California municipal corporation (the “City”), and SIERRA HEALTH FOUNDATION: CENTER FOR HEALTH PROGRAM MANAGEMENT, a California non-profit corporation (the “Grantee”).

Background

In response to the world-wide spread of the respiratory illness coronavirus disease 2019 (COVID-19), the Federal Health and Human Services Secretary declared a national public health emergency in the United States on January 31, 2020; Governor Gavin Newsom proclaimed a state of emergency in the State of California on March 4, 2020; the County of Sacramento proclaimed a public health emergency on March 5, 2020; the City Council declared it a local emergency on March 13, 2020; and on that same day, the President of the United States declared a national emergency.

On March 19, 2020, Governor Newsom issued Executive Order N-33-20, which ordered all California residents to stay home or at their place of residence except as needed to maintain operations of certain federal critical infrastructure sectors. That same day, the Public Health Officer of the County of Sacramento issued a similar stay-at-home order which made exceptions only to do essential activities, conduct essential government functions, and operate essential businesses. On June 15, 2021, the State moved forward with re-opening the economy and began the process of winding down many of the Executive Orders put in place since the beginning of the pandemic. Since that time, COVID-19 cases have increased substantially.

Prior to the reopening of the State, the federal American Rescue Plan Act of 2021 (“ARPA”) was signed into law on March 11, 2021. The ARPA builds upon previously enacted aid measures such as the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Under the ARPA, the City of Sacramento will receive approximately $112 million from the “Coronavirus Local Fiscal Recovery Fund” ($56 million in May 2021 and $56 million anticipated in May 2022) directly from the federal Department of the Treasury. The Assistance Listing Number assigned to ARPA funds is 21.027.

The ARPA provides that payments from the Coronavirus Local Fiscal Recovery Fund may only be used: “(a) To respond to the public health emergency [with respect to the Coronavirus Disease 2019 (COVID-19)] or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality; (b) To respond to workers performing essential work during the COVID–19 public health emergency by providing premium pay to eligible workers; (c) For the provision of government services to the extent of the reduction in revenue due to the COVID–19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency; and (d) To make necessary investments in water, sewer, or broadband infrastructure.”

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Based on the availability of ARPA-allocated funds, the City has decided to provide funding to the Grantee to further the purposes of the ARPA, as provided in this agreement.

Stark financial impacts of COVID-19 compounded by the interruption of typical community supports due to closures of public and social institutions such as schools, medical facilities and churches have had negative impacts on the social, emotional, and physical needs of youth and families, particularly the most vulnerable.

Under typical circumstances, community family support nets collectively provide critical protective factors that young people require for healthy development including connections to other supportive adults and their peers. However, many parents are still struggling to meet the basic physical and emotional needs of youth in their households. In May 2020, the COVID-19 Resilience Poll ("Poll") was conducted with over 2,500 greater Sacramento area residents, reflecting the severe impacts COVID-19 has caused in the region. By May, more than 150K jobs were lost and unemployment climbed to over 14%. For those who saw an extreme reduction in income because of COVID-19, their ability to afford basic necessities was severely impacted; nearly 70% reported that they cannot afford or can barely afford to pay their rent or mortgage, 80% reported difficulty paying bills and over 60% reported having an inadequate food supply.

To reduce and mitigate the negative physical, social, and emotional effects on youth caused by COVID-19, youth development experts recommend that families and communities work together to promote the following protective factors: meet the basic needs of children, youth and families including food, shelter, and health/mental health care; ensure the presence of trusted and caring adults; ensure positive social connections (although in-person contact may be limited during COVID-19, all possible steps to minimize social isolation should be taken); and ensure the wellbeing of caregivers.

In response, the City intends to award $1,300,000 to the Grantee to administer the Youth PopUps Program ("Program"). The Program seeks to increase connections to basic needs such as food, shelter and health supports for youth and families and other protective factors that are required to promote healthy youth development, such as social connections and mental health supports, that were lost or reduced due to COVID-19.

To increase youth socialization and promote social emotional wellbeing, the Program will a) host multiple weekly virtual and in-person PopUp events in priority neighborhoods across the city with one or more of the following activities: educational lessons and trainings, games, recreational and social activities, arts and crafts, music, or guest speakers. PopUps will have resources such as COVID-19 testing and vaccination site information available for youth participants and their families; b) train PopUp staff, including youth staff, on strategies for addressing social anxiety and local mental health supports; c) connect youth PopUp participants and their families with mental health resources and mental wellness tools; d) train and employ youth to support the coordination of PopUp activities, provide peer/near-peer mentoring at PopUp events, and develop media projects to promote the PopUp Program; and e) facilitate a PopUp partner referral network to identify, support, and connect youth participants and their households to needed resources including substance use disorder treatment, domestic

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violence, gang involvement, food insecurity, housing insecurity and other basic social, emotional, or physical health needs.

With these background facts in mind, the City and Grantee agree as follows:

1. Term. This agreement takes effect as described in section 10 and terminates on June 30, 2022], subject to early termination under section 7.

2. Disbursement of Funds. The City shall disburse to the Grantee a total sum not to exceed $____1,300,000_____ in accordance with section 3 below. The funds disbursed by the City under this agreement are referred to as “ARP funds.” See Schedule of Federal Funds, Attachment 4. In no instance will the City be liable for any payments or costs in excess of this amount, for any unauthorized or ineligible costs, or for costs incurred after December 31, 2024.

3. Reimbursement Basis. The City will make payments to the Grantee in arrears, as follows:

(a) Progress Payments. On a monthly basis, the Grantee shall provide the City with a written report on the progress made on the Authorized Activities (in accordance with section 8(m) below) and a detailed and properly documented invoice for reimbursement that must include a detailed accounting of costs already incurred in sufficient detail for the City, in its opinion, to substantiate the costs. The City will notify the Grantee within fifteen business days following receipt of its invoice and written report of any circumstances or data identified by the City that would cause withholding of approval and subsequent payment. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement.

The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Grantee within a reasonable time after invoice approval. (b) Final Payment. As a condition of receiving final payment under this agreement, the Grantee shall provide the City with (i) all of the documents described in section 3(a), above, covering the period since the Grantee last submitted a monthly payment request, and (ii) the closeout report required under section 8(o), below. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement or that is needed to complete the closeout report. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Grantee within a reasonable time after invoice and closeout report approval.

4. Authorized Uses. The following terms apply to the Grantee’s activities and expenditures related to this agreement:

(a) The Grantee may seek reimbursement solely for costs it incurs that are necessary to carry out the activities listed in attachment 1 (“Authorized Activities”) in accordance with the budget listed in attachment 2 (“Approved Budget”).

If a term included in

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attachment 1 is stated as an obligation, then the Grantee is obligated to perform the term under this agreement.

(b) The Grantee may seek reimbursement solely for eligible costs that it incurs between the effective date of this agreement and December 21, 2024. If Grantee receives a refund or credit for any cost for which it received a payment of ARP funds, Grantee shall return ARP funds in an amount equal to the refund or credit to the City by check payable to the City and delivered to the City at the address shown in section 9 no later than 10 days following receipt of such refund or credit, unless otherwise agreed to, in writing, by the City.

(c) When incurring costs for which it will seek reimbursement under this agreement, the Grantee is subject to the restrictions set forth in the ARPA, as well as the Department of the Treasury’s Interim Final Rule, FAQs, Fact Sheet, and Compliance and Reporting Guidance (collectively the “ARP Guidance”), as the Guidance may be amended from time to time. The ARP Guidance can be found at https://home.treasury.gov/policy- issues/coronavirus/assistance-for-state-local-and-tribal-governments/state-and-local- fiscal-recovery-funds.

(d) Any costs that are determined by subsequent audit to be unallowable are subject to repayment by the Grantee to the City within 60 days unless the City approves in writing an alternative repayment plan.

(e) The Grantee shall not use the ARP funds to supplant funding provided by the City to the Grantee under any other agreement. The Grantee shall include a term in every grant subaward agreement and contract that prohibits the subrecipient or contractor from using ARP funds to supplant funding provided by the City directly or indirectly to the subrecipient or contractor.

(f) If the Grantee has received other ARPA funds from the City or any other entity, or has received other federal funds (e.g., Coronavirus Relief Act funds, payroll protection act loan, etc.), Grantee shall not use the ARP funds awarded pursuant to this agreement to pay for direct or indirect costs already covered by the other federal funds or ARP fund payments.

5. Books and Records. During the term of this agreement and for five years after the termination or expiration of this agreement, the Grantee shall keep appropriate books, records, and accounts in connection with the ARP funds and activities performed under this agreement and is subject to the following:

(a) The Grantee shall maintain all records related to this agreement in accordance with generally accepted accounting practices, including the following records: (i) general ledger and subsidiary ledgers used to account for the receipt of ARP funds and the disbursements of ARP funds to meet eligible expenses; (ii) budget records for all fiscal years covered by this agreement; (iii) payroll, time records, human resource records to

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support costs incurred for payroll expenses related to this agreement; (iv) receipts of purchases made related to this agreement; (v) contracts and subcontracts entered into using ARP funds and all documents related to such contracts; (vi) grant subaward agreements entered into using ARP funds and all documents related to such awards; (vii) all documentation of reports, audits, and other monitoring of contractors, subcontractors, the Grantee, and subrecipients; (viii) all documentation supporting the performance outcomes of contracts, subcontracts, grant subaward agreements, and this agreement; (ix) all internal and external email/electronic communications related to use of ARP funds; and (x) all investigative files and inquiry reports involving payment of ARP funds.

(b) The Grantee shall make its books, records, and accounts (both those that relate to this agreement and those that do not), employees, performance-related records, property, and equipment related to this agreement available to the City’s Accounting Manager (the “Accounting Manager”), the City Auditor, any independent auditor, the United States Department of the Treasury Office of Inspector General (“OIG”), and the Pandemic Relief Accountability Committee at all reasonable times so that the Accounting Manager, City Auditor, independent auditor, or OIG may determine whether the Grantee has complied with this agreement. If the City requests, the Grantee shall obtain and provide to the City, at the Grantee’s sole cost, an independent financial audit of the Grantee’s use of the ARP funds.

(c) Upon demand by the City, given in accordance with section 9, the Grantee shall reimburse the City for all ARP funds that the Accounting Manager, City Auditor, an independent auditor, or the OIG determines were expended for activities other than Authorized Activities in accordance with the ARPA and the ARP Guidance, with reimbursement to be by check payable to the City and delivered to the City at the address shown in section 9.

6. Supervision or Discipline of Minors. The Grantee shall not employ a person, whether as an employee, contractor, or volunteer, in a position with supervisory or disciplinary authority over a minor in connection with this agreement if the person has been convicted of an offense identified in California Public Resources Code section 5164, subdivision (a)(2). To give effect to this section, the Grantee shall conduct a criminal background check on each person it employs in a position with supervisory or disciplinary authority over a minor.

7. Termination. The City may terminate this agreement if the City Manager determines that:

(a) The Grantee has failed to perform, or has performed unsatisfactorily, any term of this agreement, including failing to use the ARP funds solely for Authorized Activities in accordance with the ARPA and the ARP Guidance;

(b) The Grantee has made (with or without knowledge) any material misrepresentation of any nature with respect to any information or statements furnished to City in connection with this agreement; or

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(c) There is pending litigation with respect to the performance by Grantee of any of its duties or obligations under this agreement that may materially jeopardize or adversely affect the undertaking of or the carrying out of the Authorized Activities.

8. Pass-through Entity and Subrecipient Requirements. To the extent federal funds are awarded through this agreement, the Grantee acknowledges that it is a pass-through entity and subrecipient as defined in title 2 of the Code of Federal Regulations (“CFR”), sections 200.74 and 200.93. In connection with its activities and expenditures related to this agreement, the Grantee shall do the following:

(a) The Grantee shall comply with all federal laws, regulations, and terms of the ARP Guidance that apply to a pass-through entity and subrecipient of a subaward of an ARP funds, including the ARPA and the applicable provisions of the CFR, as set forth in the federal Assistance Listing No. 21.027;

(b) The Grantee shall maintain a valid SAM.gov registration;

(c) The Grantee shall comply with the applicable cost principles in title 2, CFR, Part 200, Subpart E and, to the extent required, costs must be reasonable, eligible, and allocable as provided in title 2, CFR, sections 100.404 and 200.405;

(d) The Grantee shall not seek reimbursement for pre-award costs, as defined in title 2, CFR, section 200.458;

(e) The Grantee shall comply with all laws and regulations, including title 2, CFR, Part 200, subpart D, when purchasing equipment or property;

(f) If the Grantee has a current Negotiated Indirect Costs Rate Agreement with a federal cognizant agency (NICRA), Grantee may use its current NICRA. Alternatively, the Grantee’s indirect costs are limited to 10% of the modified total direct costs (pursuant to title 2, CFR, section 200.314(f));

(g) The Grantee shall comply with the audit requirements in title 2, CFR, Part 200, Subpart F;

(h) The Grantee shall comply with the provisions of title 24, CFR, Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any contractors or subcontractors during any period of debarment, suspension, or placement in ineligibility status;

(i) The Grantee shall enter into a written grant subaward agreement for each subaward of ARP funds that the Grantee makes to a subrecipient;

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(j) The Grantee shall enter into a written contract when it purchases goods or services using ARP funds. All procurement contracts using ARP funds shall be consistent with the procurement standards set forth in title 2, CFR, sections 200.317 through 200.327, as applicable;

(k) The Grantee shall ensure that each
written grant subaward agreement for a subaward
of ARP funds imposes on the subrecipient all the obligations that this agreement imposes on the Grantee;

(l) The Grantee shall report its subaward and executive compensation information as required by title 2, CFR, Part 170;

(m) On a monthly basis, the Grantee shall provide the City with a written report on the progress made on the Authorized Activities. This monthly report must include all the following: (i) a narrative explanation of the Grantee’s progress toward all goals set forth in the Authorized Activities; (ii) an itemized list of all expenditures of ARP funds to date, including the amount of any subaward and the name of each subaward recipient and the names of any contractors paid with ARP funds and the amount paid; and (iii) any other information the City may request to demonstrate that the ARP funds are being used solely for Authorized Activities and in accordance with all applicable laws;

(n) Upon the request of the City, the Grantee shall provide the City with an annual recovery plan performance report that provides information on how the Grantee is planning to ensure project outcomes are achieved in an effective, efficient, and equitable manner, and the Grantee’s progress on key performance indicators determined by the City and identified by Treasury (each such report, a “Report”). If the City requests a Report, the Grantee shall deliver the Report to the City no later than July 15 of each year; and

(o) The Grantee shall provide the City with a closeout report that includes all the following:
(i) an itemized list of all expenditures of ARP funds; (ii) the name of each subrecipient of ARP funds; (iii) the name of each contractor who is paid with ARP funds; (iv) the amount of each subaward of ARP funds; (v) the amount of each contract for the purchase of goods or services that is paid for in whole or in part with ARP funds; (vi) a copy of each grant subaward agreement between the Grantee and a subrecipient for a subaward of ARP funds; (vii) a copy of each contract for the purchase of goods or services that is paid for in whole or in part with ARP funds; (viii) all information required to be reported under attachment 1; and (ix) any other information that the City may request to demonstrate that the ARP funds were used solely for Authorized Activities in accordance with the ARPA and the ARP Guidance. The Grantee shall include with the report a certification that it used the ARP funds solely for Authorized Activities in accordance with the ARPA and the Guidance. The Grantee shall include the closeout report and certification with its request for final payment request under section 3(b), above, except that if the Grantee does not submit a final payment request, then it shall provide the closeout report and certification no later than 45 days following the final disbursement of ARP funds under this agreement.

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9. Notices. Any notice, request, report, or demand under this agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this section 9 to the persons identified below or their successors. A mailed notice, application, request, report, or demand will be effective or will be considered to have been given on the third calendar day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice, application, request, report, or demand sent in any other manner will be effective or will be considered properly given when actually delivered. Any party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this section.

If to the City:

City of Sacramento
Office of the City Manager
915 I Street, 5th Floor
Sacramento, California 95814
Attention:

If to the Grantee:

Sierra Health Foundation: Center for Program Health Management 1321 Garden Highway, Suite 210
Sacramento, California 95833
Attention: Richard Dana, Director of Economic Development

10. Effective Date. This agreement is effective on the date that all parties have signed it, as indicated by the dates in the signature blocks below.

11. Indemnity. The Grantee shall defend, hold harmless and indemnify the City, its officers and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by the City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (collectively, “Liabilities”), including Liabilities arising from personal injury or death, damage to personal, real or intellectual property or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way related to this agreement, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment, except that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the sole negligence or willful misconduct of the City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents,

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servants, or independent contractors are under the direct supervision and control of the Grantee.

12. Insurance. During the term of this agreement, the Grantee shall maintain insurance coverage as follows:

(a) Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Grantee, its subcontractors, products and completed operations of Grantee, its subcontractors, and premises owned, leased, or used by the Grantee, its subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy must provide contractual liability and products and completed operations coverage for the term of the policy. The policy must not include an exclusion for sexual abuse, physical abuse, or molestation.

(b) The minimum limits of insurance required by section 12(a) may be satisfied by a combination of primary and umbrella or excess insurance coverage; provided that any umbrella or excess insurance must contain, or be endorsed to contain, a provision that it applies on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by the City, its officials, employees, or volunteers is in excess of such umbrella or excess coverage and does not contribute with it.

(c) The City, its officials, employees, and volunteers must be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Grantee and its subcontractors; products and completed operations of Grantee and its subcontractors; and premises owned, leased, or used by Grantee and its subcontractors.

(d) The policies must contain, or be endorsed to contain, the following provisions:

(1) Grantee’s insurance coverage, including excess insurance, is primary insurance as respects the City, its officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officials, employees, or volunteers is in excess of Grantee’s insurance and does not contribute with it.

(2) Any failure to comply with reporting pr ovisions of the policies does not affect coverage provided to the City, its officials, employees, or volunteers.

(3) Coverage must state that Grantee’s insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

(e) The Grantee shall provide the City with 30 days’ written notice of cancellation or material change in the policy language or terms.

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10 Rev. 10-4-2021

(f) Insurance must be placed with insurers with a Bests’ rating of not less than A:VI. Self- insured retentions, policy terms, or other variations that do not comply with the requirements of this section 12 must be declared to and approved by the City in writing prior to execution of this agreement.

(g) The Grantee shall furnish the City with certificates evidencing the insurance required.

The certificates must be forwarded to the City representative named in section 9.

Copies of policies must be delivered to the City on demand. Certificates of insurance must be signed by an authorized representative of the insurance carrier.

(h) For all insurance policy renewals during the term of this agreement, the Grantee shall send insurance certificates reflecting the policy renewals directly to:

City of Sacramento
c/o EXIGIS LLC
P.O. Box 947
Murrieta, CA 92564
Insurance certificates also may be faxed to (888) 355-3599, or e-mailed to:
[email protected]

(i) The City may withdraw its offer of contract or terminate this agreement if the certificates of insurance required have not been provided prior to execution of this agreement. The City may withhold payments to the Grantee or terminate the agreement if the insurance is canceled or the Grantee otherwise ceases to be insured as required by this section 12.

(j) Any available insurance proceeds in excess of the specified minimum limits and coverages must be made available to the City.

(k) The Grantee’s liability to the City is not in any way be limited to or affected by the amount of insurance coverage required or carried by the Grantee in connection with this agreement.

13. Conflicts of Interest. The Grantee, its officers, directors, employees, agents, and subcontractors shall not have or acquire any interest, directly or indirectly, that creates an actual or apparent conflict with the interests of the City or that in any way hinders the Grantee’s performance under this agreement. The Grantee shall disclose, in writing to the City, any potential conflict of interest affecting the awarded funds in accordance with title 2, CFR, section 200.112 and must maintain a conflict of interest policy consistent with title 2, CFR, section 200.318, subsection (c).

14. Prohibition of Expending State or Federal Funds for Lobbying.

(a) The Grantee certifies, to the best of its knowledge or belief, that:

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11 Rev. 10-4-2021

(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the Grantee, to any person for influencing or attempting to influence an officer or employee of any State or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding of any State or Federal contract, the making of any State or Federal grant, the making of any State or Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State or Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connec tion with this Federal contract, grant, loan, or cooperative Agreement, the Grantee will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

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

(c) The Grantee also agrees, by signing this Agre ement, that it will require that the language of this certification be included in all lower tier contracts and subawards that exceed $100,000, and that all such subcontractors and subrecipients shall certify and disclose accordingly.

(d) The Grantee certifies or affirms the truthful ness and accuracy of each statement of its certification and any disclosure. In addition, the Grantee understands and agrees that the provisions of Chapter 38 of title 31 of U.S. Code, Administrative Remedies for False Claims and Statements, apply to this certification and any disclosure.

15. Drug-free Certification. By signing this Agreement, the Grantee hereby certifies under penalty of perjury under the laws of the State of California that the Grantee will comply with the requirements of title 31, CFR, Part 20 (Government-wide Requirements for Drug-Free Workplace) and the Drug-Free Workplace Act of 1990 (Cal. 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.

(b) Establish a Drug-Free Awareness Program to inform employees about:

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12 Rev. 10-4-2021
(1) The dangers of drug abuse in the workplace;

(2) The Grantee’s policy of maintaining a drug-free workplace;

(3) Any available counseling, rehabilitatio n, and employee assistance programs; and

(4) Penalties that may be imposed upon employees for drug abuse violations. (c) Every employee of the Grantee who works on a program funded under this Agreement shall:
(1) Receive a copy of the Grantee’s Drug-Free Workplace Policy Statement; and

(2) Agree to abide by the terms of the Grantee’s Policy Statement as a condition of employment on programs funded under this Agreement.

16. Environmental Compliance. The Grantee shall comply with all generally applicable federal environmental laws and regulations, including but not limited to the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Executive Order 11738, all Environmental Protection Agency (“EPA”) Regulations (title 40, CFR) and all applicable standards, orders or regulations issued pursuant thereto. The Grantee agrees to report any violation of these statutes and regulations to the City and understands and agrees that the City will, in turn, report each violation, as required, to assure notification to the appropriate federal agency and EPA Regional Office.

17. Uniform Relocation Assistance and Real Property Acquisitions. The Grantee shall comply with the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations, to the extent applicable.

18. Hatch Act. Any Grantee that is a public agency shall comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328), which limits certain political activities of state or local government employees whose principal employment is in connection with an activity financed in whole or in part by federal funds.

19. False Claims. The Grantee understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

20. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number [enter project FAIN] awarded to [name of Recipient] by the U.S. Department of the Treasury.”

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21. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), the Grantee is encouraged to adopt and enforce on-the job seat belt policies and programs for its employees when operating company-owned, rented or personally owned vehicles.

22. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), the Grantee is encouraged to adopt and enforce policies that ban text messaging while driving and should establish workplace safety policies to decrease accidents caused by distracted drivers.

23. Protections For Whistleblowers . In accordance with section 4712 of title 41 of the U.S Code, the Grantee may not discharge, demote, or otherwise discriminate against any employee in reprisal for disclosing an information the employee reasonably believes is evidence of gross mismanagement of this agreement, a gross waste of federal funds, an abuse of authority related to this agreement, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to this agreement.

Grantee shall inform its employees, in writing, of the rights and remedies provided to them under this section in the predominant native language of the workforce.

24. Miscellaneous.

(a) Assignment. The Grantee may not assign or otherwise transfer this agreement or any interest in it without the City’s written consent, which the City may grant or deny in its sole discretion. An assignment or other transfer made contrary to this section 24(a) is void.

(b) Successors and Assigns. This agreement binds and inures to the benefit of the successors and assigns of the parties. This section 24(b) does not constitute the City’s consent to any assignment of this agreement or any interest in this agreement.

(c) Interpretation. This agreement is to be interpreted and applied in accordance with California law. Attachments 1 and 2 are part of this agreement.

(d) Waiver of Breach. A party’s failure to insist on strict performance of this agreement or to exercise any right or remedy upon the other party’s breach of this agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of the other party’s breach of any term or provision in this agreement is not a continuing waiver or a waiver of any subsequent breach of the same or any other term or provision. A waiver is binding only if set forth in writing and signed by the waiving party.

(e) Severability. If a court with jurisdiction rules that any nonmaterial part of this agreement is invalid, unenforceable, or contrary to law or public policy, then the rest of this agreement remains valid and fully enforceable.

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14 Rev. 10-4-2021
(f) Counterparts. The parties may sign this agreement in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the agreement have the same binding effect as originals.

(g) Time of Essence. Time is of the essence in performing this agreement.

(h) Compliance with all Laws, Requirements, and Orders. The Grantee shall comply with all applicable laws, regulations, orders of public officials, and requirements in connection with this agreement, including all non-discrimination and equal opportunity laws to ensure that Grantee does not deny benefits or services or otherwise discriminate on the basis of race, color, national origin (including limited English proficiency), disability, age, or sex (including sexual orientation and gender identity), in accordance with Title VI of the Civil Rights Act of 1964, Public Law 88-352, title 42 of the U.S. Code, sections 2000d- 1 et seq., and the Department's implementing regulations, title 31, CFR, part 22; Section 504 of the Rehabilitation Act of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, title 29 of the U.S. Code, section 794; Title IX of the Education Amendments of 1972 (Title IX), title 20 of the U.S. Code, sections 1681 et seq., and the Department's implementing regulations, title 31, CFR, part 28; Age Discrimination Act of 1975, Public Law 94-135, title 42 of the U.S. Code, sections 6101 et seq., and the Department implementing regulations at title 31, CFR, part 23 and title 28, CFR, part 42.

As a condition of receiving ARP funds, the Grantee further provides the assurances set forth in attachment 3 to this agreement.

(i) Authority to Sign. The person signing this agreement on Grantee's behalf represents that he or she is authorized to do so and that no further action beyond his or her signature is required to bind Grantee to this agreement. City shall have no obligations whatsoever under this agreement, unless and until this agreement is executed by the City Manager or the City Manager’s authorized designee.

(j) Tax Implications and Consequences. The City makes no representations as to the tax consequences associated with the disbursement of ARP funds related to this agreement, and any determination related to this issue is the sole responsibility of the Grantee.

Grantee acknowledges consulting with its own tax advisors or tax attorneys regarding this transaction or having had an opportunity to do so prior to signing this agreement.

Grantee acknowledges the City cannot provide advice regarding the tax consequences or implications of the ARP funds disbursed to Grantee under the terms of this agreement.

(k) Integration and Modification. This agreement sets forth the parties’ entire understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersedes all prior or contemporaneous agreements, representations, and negotiations—written, oral, express, or implied—and may be modified only by another written agreement signed by both parties.

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(Signature Page Follows)

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16 Rev. 10-4-2021

CITY OF SACRAMENTO,
a California municipal corporation

By: ____________________________
, Assistant City Manager

Dated: _______________

Attest
Sacramento City Clerk

By: ____________________________
Deputy City Clerk

Approved as to Form
Sacramento City Attorney

By: ____________________________
Deputy City Attorney

GRANTEE

By:
______________________________
Gil Alvarado, SVP Finance &
Administration/CFO

Dated: ________________

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17 Rev. 10-4-2021

Attachment 1
Authorized Activities

The Grantee shall use the ARP funds solely do the following.

The Grantee shall implement a program (the “Program”) which shall include the Authorized Activities described in Attachment 1a (Youth PopUp Program Activities & Outcomes Table), that are led by community-based partner organizations (these organizations are collectively referred to as the (“PopUp Network”) and youth leaders. The Program shall be consistent with the City’s Citywide Youth Development Plan (Attachment 1b) and shall be implemented in the City’s disproportionately impacted Priority Neighborhoods (Attachment 1c) located in Qualified Census Tracts.

1. Authorized Activities also includes:

(a) As described in Attachment 1a and Attachment 1d (Youth PopUp Program Evaluation Methodology), identifying the evidence base for the Program that supports the Program’s efficacy at achieving the outcomes identified in section 1(b) (e.g., studies conducted on the proposed program with positive findings on one or more of the intended outcomes); and

(b) Evaluating the efficacy of the proposed program at achieving the intended outcomes.

2. The City shall provide the Grantee with reporting templates and the Grantee shall document and report the following information to assist the City in measuring the effectiveness and outcomes of the Program and the Grantee’s performance under this agreement, including but not limited to:

(a) Brief description of Grantee’s approach to ensuring that aid is provided to inviduals or households suffering from the negative economic impacts of COVID-19;

(b) Detailed description of the geographic and demographic distribution of funding, including whether it was provided to traditionally marginalized communitites or populations with significant barriers to services, including people of color, people with low incomes, limited English proficient populations, and other traditionally underserved groups;

(c) Qualitative and quantitative data on how Grantee achieved or promoted equitable outcomes and progress toward equity goals (the City shall provide the Grantee with

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18 Rev. 10-4-2021
the required demographic questions and reporting templates) including but not be limited to:

(d) Number of Program funded projects, programs, and initiatives that contribute toward the intended outcomes outlined above;

(e) Number of full-time equivalent employees supported with funding under this agreement;

(f) Number of partnerships facilitated or established to enhance COVID-19 collaborative efforts;

(g) Amount of funding, staffing, and other resources leveraged through partnerships;

(h) Number of individuals and households participating in Program-funded project and programmatic strategies, practices, and interventions; and

(i) Number of Program-funded strategies, practices, and interventions addressing individual-, community-, and system-level outcomes.

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19 Rev. 10-4-2021
Attachment 1a
Youth PopUp Program Activities Timeline & Outcomes Table

Lead Agency: Grantee; PopUp Network Partners/subcontractors: 21 Reasons, Always Knocking, Boys and Girls Club of Greater Sacramento, Brother 2 Brother, Liberty Towers, Daughters of Zion Enterpryze, Greater Sacramento Urban League, Hmong Youth and Parents United, Improve Your Tomorrow, Iu-Mien Community Services, La Familia Counseling Center, Latino Leadership Council, Inc., Mutual Assistance Network, ReIMAGINE Mack Road, Roberts Family Development Center, Rose Family Creative Empowerment Center, Sacramento LGBT Community Center, Self-Awareness and Recovery, Sojourner Truth Museum, Stanford Settlement, Sol Collective, South Sacramento Christian Center, The Village Advocate, and Voice of The Youth; Training Partners/subcontractors: Youth Forward, Inc., Sol Collective

Program
Goal(s)

Program
Objective(s)

Authorized Activities

Partner Responsible
for Activity

Activity Timeline

Outcomes

Evaluation
Method

Increase safe
spaces in
Priority
Neighborhoods
(Attachment
1c) for youth to
engage in
positive, pro-
social activities
with their peers
and positive
youth
development
professionals
Provide weekly
Youth PopUp
events across
the City in
Priority
Neighborhoods

1. Organize and host at least 240 in-person
or virtual PopUp events (2 PopUps per
month in each of the 23 Priority
Neighborhoods) that engage a combined
total of 5,000 youth participants ages 12-
24 from January 2022 – June 2022 that
include one or more of the following
activities: educational workshops and
trainings, recreation activities, games,
social activities, arts and crafts, music, or
guest speakers.

2. Recruit new youth from Priority
Neighborhoods to participate in PopUp
activities month-over-month.

3. Maintain a minimum of 1-15 ratio of
adults to youth at PopUp events.

4. Each PopUp partner agency will develop
and implement an in-person and virtual
safet
y plan.

1. PopUp Network

2. PopUp Network

3. PopUp Network

4. PopUp Network

5. PopUp Network

6. Lead Agency

1. 1/2022 – 6/2022

2. 1/2022 – 6/2022

3. 1/2022 – 6/2022

4. 1/2022 – 6/2022

5. 1/2022 – 6/2022

6. 1/2022 – 6/2022

x At least 95% of youth
participants must
report they learned
something new
x At least 95% of youth
participants must
report a new
connection to an
adult they can go to
for resources or help
x At least 95% of youth
participants must
report a greater
feeling of safety and
well-being
x Participant
enrollment/sign-
up sheets at
PopUp events
x Participant
surveys
x Staffing
information
from partner
organizations
operating
PopUps.
x Weekly list of
PopUp event
and activity
locations

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20 Rev. 10-4-2021

5. Provide a healthy meal or snack to youth
participants at in-person PopUp events.

6. Collaborate with the City to identify
relevant partnership opportunities, avoid
duplication of efforts including
geographically, and leverage
opportunities and resources where
applicable.

Increase
college/career
readiness
opportunities
for youth
including paid
work-based
learning, work-
readiness, and
on-the-job
experiences

Employ youth
to coordinate
PopUp
activities,
provide
peer/near-peer
mentoring at
PopUp events,
and develop
media projects
to promote the
PopUp
Program

1. Each PopUp Network partner (24) will
employ at least (1) youth (ages 14-25)
from Priority Neighborhoods as
peer/near-peer mentors who will staff
PopUp events for min of 6 months.

Youth staff with be provided ongoing
coaching including monthly group
meetings with Adult Allies.
a) Youth staff with be provided
one learning session per month
such as resume building,
interview skills, and workplace
communication to gain career
development support

2. Recruit 24 youth, ages 12-24, from
Priority Neighborhoods for a six-week,
paid work-based learning media project
where youth participants will:
a) Learn about different methods
of multi-media messaging.
b) Develop individual media
projects to address
neighborhood issues
exacerbated by COVID-19 and
to promote the PopUp
Program.

1. PopUp Network
1a. PopUp Network

2. Sol Collective
2a. Sol Collective
2b. Sol Collective

1. 1/2022– 6/2022

2. 1/2022– 6/2022

x At least 95 % of
youth staff report
increased
college/career
readiness (i.e critical
thinking, time
management,
problem solving,
conflict resolution,
teamwork,
technological skills)

x At least 95% of youth
report learning new
media skills.

x Participant
surveys
x Staffing
information from
partner
organizations
operating
x P
opUp Participant
surveys.
x Completed media
project presented
and/or displayed.

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21 Rev. 10-4-2021
Increase access
to mental
health
resources for
youth and their
families
Provide youth
PopUp
participants
with peer/near-
peer mentors

1. Staff PopUp events with trained adult
allies and youth peer/near peer mentors
who are knowledgeable about local
mental health services and resources and
trained on positive youth development
practices and mental wellness tools, to
engage, support and respond to youth
participants needs.
a) Provide the PopUp Network,
including youth staff, with five
one-hour training sessions
which include the following
topics: power of relationships in
healing, white supremacy,
trauma, ACES, stress
management, and befriending
your inner criticism. These
sessions will provide resources
addressing youth trauma, self-
care, mental health, and wellness

1. PopUp Network

1.a. Youth Forward

1. 1/2022– 6/2022

1.a Monthly across
timeline

x 100% of staff report
they are prepared to
support their peers
and other youth.
x 85% of participants
report that they are
better able to express
their emotions.
x 85% of participants
report that they know
what they can do for
themselves when
feeling sad.
x 85% of network staff
and participants report
it is easier to talk
about mental health
and wellness with
others.
x 100% of network staff
who attend, report
learning something
new from the monthly
trainings
x At least 95% of youth
participants report a
new connection to an
adult they can go to
for resources or help

x Youth peer/near-
peer staff surveys
x Adult staff surveys
x Participant
surveys
Address
COVID-19
health related
needs of youth
and their
families
For youth
participants and
their families:

1. Increase
access to
resources, tips
and tools to
address social
anxiet
y, and

1. Host mandatory one training session per
month to provide mental health resources
for PopUp network which include the
following topics: power of relationships in
healing, white supremacy, trauma, ACES,
stress management, and befriending your
inner criticism.

1. Youth Forward,
Inc.

2. PopUp Network

1. 1/2022 – 6/2022

2. 1/2022 - 6/2022
x 100% of network staff
who attend, report
learning something
new or gained further
knowledge from the
monthly trainings

x Staffing
information
from PopUp
Network

Page 28 of 42 ends

22 Rev. 10-4-2021
mental health
support

2. Increase
access to
COVID-19
vaccination and
testin
g sites

2. PopUp network required to provide
vaccination and testing sites resources at
their PopUps events
Increase access
to social
services and
resources to
address the
needs of youth
participants and
their families
that were
caused or
exacerbated by
COVID-19
Facilitate a
PopUp partner
referral
network

1. Make referrals across the PopUp
Network, and Network member’s
broader networks, when youth
participants identify needs related to
domestic violence, drug use, gang
involvement, food insecurity, housing
insecurity or basic social, emotional, or
physical health needs.

1. PopUp Network

1. 1/2022 – 6/2022

x PopUp Network make
at least 350 youth
referrals

x Referral
tracking forms
from PopUp
Network

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23 Rev. 10-4-2021
Attachment 1b
Citywide Youth Development Plan

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24 Rev. 10-4-2021

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25 Rev. 10-4-2021
Attachment 1c
Priority Neighborhoods Map

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26 Rev. 10-4-2021
Attachment 1d
Youth PopUp Program Evaluation Methodology

Page 33 of 42 ends

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ĐŽŶŽŵŝĐĞǀĞůŽƉŵĞŶƚŽǀĞƌƐĞĞƐƚŚĞŝŵƉůĞŵĞŶƚĂƚŝŽŶŽĨƉƌŽŐƌĂŵĂŶĚƌĞƉŽƌƚŝŶŐ ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐŽĨƚŚĞŐƌĂŶƚ͘ZĞƐƉŽŶƐŝďůĞĨŽƌĂƚƚĞŶĚŝŶŐĂůůŶĞĐĞƐƐĂƌǇŵĞĞƚŝŶŐƐǁŝƚŚŝƚǇŽĨ ^ĂĐƌĂŵĞŶƚŽƐƚĂĨĨ͕ƌĞǀŝĞǁĂŶĚƐƵďŵŝƐƐŝŽŶŽĨƌĞƉŽƌƚŝŶŐƌĞƋƵŝƌĞŵĞŶƚƐ͕ĞŶƐƵƌŝŶŐƉƌŽŐƌĂŵĂĐƚŝǀŝƚŝĞƐĂƌĞ ƐƵĐĐĞƐƐĨƵůůǇĐŽŵƉůĞƚĞĚ͘ůƐŽƌĞǀŝĞǁƐĐŽŵŵƵŶŝƚǇƉĂƌƚŶĞƌĂƉƉůŝĐĂƚŝŽŶƐƚŽďĞƉĂƌƚŽĨƚŚĞWŽƉhƉ ƉƌŽŐƌĂŵ͘
^ĞŶŝŽƌWƌŽŐƌĂŵƐƐŽĐŝĂƚĞ͗Ψϭϴ͕ϮϱϬ;Ψϳϯ͕ϬϬϬΛϬ͘ϱϬ&d
Ϳ͘dŚĞ^ĞŶŝŽƌWƌŽŐƌĂŵƐƐŽĐŝĂƚĞŝƐ
ƌĞƐƉŽŶƐŝďůĞĨŽƌĚĂŝůǇŽǀĞƌƐŝŐŚƚĂŶĚĐŽŽƌĚŝŶĂƚŝŽŶŽĨƚŚĞƉƌŽŐƌĂŵ͕ǁŽƌŬŝŶŐĚŝƌĞĐƚůǇǁŝƚŚƚŚĞ ĐŽŵŵƵŶŝƚǇƉĂƌƚŶĞƌƐƚŽĞŶƐƵƌĞWŽƉhƉĂĐƚŝǀŝƚŝĞƐĂƌĞĨŽůůŽǁŝŶŐĞƐƚĂďůŝƐŚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͘^ĞŶŝŽƌ WƌŽŐƌĂŵƐƐŽĐŝĂƚĞĂůƐŽƐĞŶĚƐŽƵƚĂŶĚƌĞǀŝĞǁƐWŽƉhƉƉĂƌƚŶĞƌĂƉƉůŝĐĂƚŝŽŶƐ͕ĐŽŽƌĚŝŶĂƚĞƐŵŽŶƚŚůǇ ĐŽůůĂďŽƌĂƚŝǀĞŵĞĞƚŝŶŐ͕ƉƌĞƉĂƌĞƐƌĞƉŽƌƚƐ͕ĂŶĚŽǀĞƌƐĞĞƐƚƌĂŝŶŝŶŐ͘

ǀĂůƵĂƚŝŽŶƐƐŽĐŝĂƚĞ͗Ψϱ͕ϲϮϱ;Ψϳϱ͕ϬϬϬΛϬ͘ϭϱ&d
Ϳ͘ZĞƐƉŽŶƐŝďůĞŝŵƉůĞŵĞŶƚŝŶŐĂĚĂƚĂĐŽůůĞĐƚŝŽŶ
ŵŽĚĞů͕ƌĞǀŝĞǁŝŶŐĚĂƚĂƐƵďŵŝƐƐŝŽŶƐŽĨWŽƉhƉƉĂƌƚŶĞƌƐ͕ĂƐƐŝŵŝůĂƚŝŶŐƚŚĞĚĂƚĂĐŽůůĞĐƚĞĚŝŶƚŽĂ ƌĞĂĚĂďůĞĨŽƌŵĂƚ͘dŚĞ
ǀĂůƵĂƚŝŽŶƐƐŽĐŝĂƚĞǁŝůůĂůƐŽǁŽƌŬǁŝƚŚƚŚĞĞǆƚĞƌŶĂůĞǀĂůƵĂƚŽƌ͘ ŽŵŵƵŶŝĐĂƚŝŽŶƐƐƐŽĐŝĂƚĞ͗Ψϱ͕ϲϮϱ;Ψϳϱ͕ϬϬϬΛϬ͘ϭϱ&d
Ϳ͘dŚĞŽŵŵƵŶŝĐĂƚŝŽŶƐƐƐŽĐŝĂƚĞŝƐ
ƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶǇŵĞĚŝĂŝƚĞŵƐƌĞůĂƚĞĚƚŽƚŚĞWŽƉhƉƉƌŽŐƌĂŵ͕ŽƉĞƌĂƚŝŽŶŽĨǁĞďƐŝƚĞ͕ĞƐƚĂďůŝƐŚŝŶŐ ƐƚĂŶĚĂƌĚƐŽĐŝĂůŵĞĚŝĂŵĞƐƐĂŐŝŶŐ͕ĂŶĚŽǀĞƌƐĞĞŝŶŐƚŚĞŵĞĚŝĂƉƌŽũĞĐƚƉƌŽǀŝĚŝŶŐǇŽƵƚŚǁŝƚŚǁŽƌŬĨŽƌĐĞ ĞǆƉĞƌŝĞŶĐĞ͘
&ŝƐĐĂůƐƐŽĐŝĂƚĞ͗Ψϱ͕ϲϮϱ;Ψϳϱ͕ϬϬϬΛϬ͘ϭϱ&d
Ϳ͘dŚĞ&ŝƐĐĂůƐƐŽĐŝĂƚĞŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂůůĨŝƐĐĂů ƚŝ Ĩ ƚŚ W h ƚ ƚŚ ŝƚ Ĩ ^ ƚ ŝ ŝ ůů Ĩŝ ů Ě ƚ ƚŝ
dŽƚĂůŝƌĞĐƚ^ĞƌǀŝĐĞ^ƚĂĨĨ&ƌŝŶŐĞΘĞŶĞĨŝƚƐ ϭϮ͕ϬϬϳΨ ϭϮ͕ϬϬϳΨ &ƌŝŶŐĞΘĞŶĞĨŝƚƐ͗ΨϭϮ͕ϬϬϳ;ΨϰϬ͕ϬϮϱǆϯϬйͿ͘ĂůĐƵůĂƚĞĚĂƚϯϬйŽĨƚŽƚĂůƐĂůĂƌǇ͘ //͘/Z
dK^d^ͲKd,
Z
dŽƚĂů
ƋƵŝƉŵĞŶƚͬ&ƵƌŶŝƚƵƌĞ ͲΨ
dŽƚĂů&ĂĐŝůŝƚǇZĞŶƚĂů ͲΨ
dŽƚĂů&ŽŽĚ ͲΨ
dŽƚĂů'ĞŶĞƌĂůKĨĨŝĐĞ^ƵƉƉůŝĞƐ ϭ͕ϬϬϬΨ ϭ͕ϬϬϬΨ 'ĞŶĞƌĂůKĨĨŝĐĞ^ƵƉƉůŝĞƐ͗Ψϭ͕ϬϬϬ͘'ĞŶĞƌĂůŽĨĨŝĐĞƐƵƉƉůŝĞƐĂƌĞƌĞƋƵŝƌĞĚĨŽƌƚŚĞŽƉĞƌĂƚŝŽŶŽĨƚŚĞ WŽƉhƉƉƌŽŐƌĂŵĂŶĚŝŶĐůƵĚĞ͕ďƵƚĂƌĞŶŽƚůŝŵŝƚĞĚƚŽ͕ƉĂƉĞƌ͕ƉƌŝŶƚĞƌŝŶŬ͕ƉĞŶƐĂŶĚƉĞŶĐŝůƐ͘ dŽƚĂůWĂƌƚŝĐŝƉĂŶƚ/ŶĐĞŶƚŝǀĞƐ ͲΨ dŽƚĂůWƌŽŐƌĂŵ^ƵƉƉůŝĞƐ ϵ͕ϬϬϬΨ ϵ͕ϬϬϬΨ WƌŽŐƌĂŵ^ƵƉƉůŝĞƐ͗Ψϵ͕ϬϬϬ͘dŚĞWŽƉhƉƉƌŽŐƌĂŵǁŝůůƉƵƌĐŚĂƐĞƐŚŝƌƚƐĨŽƌƐƚĂĨĨĂŶĚĂƚƚĞŶĚĞĞƐ͕ƚŽďĞ ŚĂŶĚĞĚŽƵƚďǇƚŚĞϮϰWŽƉhƉƉĂƌƚŶĞƌŽƌŐĂŶŝǌĂƚŝŽŶƐĂƚĞǀĞŶƚƐ͘ dŽƚĂů^ƚĂĨĨdƌĂŝŶŝŶŐ ϲ͕ϰϬϱΨ ϲ͕ϰϬϱΨ ^ƚĂĨĨdƌĂŝŶŝŶŐ͗Ψϲ͕ϰϬϱ͘ƐĂůůŽǁĞĚ͕ƚƌĂŝŶŝŶŐƐĂŶĚŵŽŶƚŚůǇĐŽůůĂďŽƌĂƚŝǀĞŵĞĞƚŝŶŐƐǁŝůůďĞŚĞůĚŝŶͲ ƉĞƌƐŽŶ͘
ǆƉĞŶƐĞƐĂƌĞĨŽƌĂŶĚĂǀĞƌĂŐĞŽĨϯϱĂƚƚĞŶĚĞĞƐƉĞƌŵĞĞƚŝŶŐ dŽƚĂůdĞůĞƉŚŽŶĞͬ/ŶƚĞƌŶĞƚͬŽŵŵƵŶŝĐĂƚŝŽŶƐ ͲΨ dŽƚĂůdƌĂǀĞůͬdƌĂŶƐƉŽƌƚĂƚŝŽŶ ͲΨ ///͘zKhd,t'
^E^d/W
E^
dŽƚĂůzŽƵƚŚtĂŐĞƐ ͲΨ
dŽƚĂůzŽƵƚŚtĂŐĞƐ&ƌŝŶŐĞ ͲΨ
dŽƚĂůzŽƵƚŚ^ƚŝƉĞŶĚƐ ͲΨ
ƚƚĂĐŚŵĞŶƚϮ
ƵĚŐĞƚ
KƚŚĞƌ^ŽƵƌĐĞƐŽĨ^ƵƉƉŽƌƚŝƚǇŽĨ
^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ
ŵŽƵŶƚ
dŽƚĂůWƌŽŐƌĂŵ
ƵĚŐĞƚƵĚŐĞƚ>ŝŶĞ/ƚĞŵ
ƵĚŐĞƚ:ƵƐƚŝĨŝĐĂƚŝŽŶΘEŽƚĞƐ͗WƌŽǀŝĚĞĂĐůĞĂƌĂŶĚĐŽŶĐŝƐĞũƵƐƚŝĨŝĐĂƚŝŽŶĨŽƌĞĂĐŚůŝŶĞŝƚĞŵƚŽ ĐŽƌƌĞƐƉŽŶĚǁŝƚŚƚŚĞĂŵŽƵŶƚŝŶĚŝĐĂƚĞĚŝŶĐŽůƵŵŶĂŶĚͬŽƌŶŽƚĞƐƚŽĐŽƌƌĞƐƉŽŶĚǁŝƚŚĐŽůƵŵŶƐͲ ͘
^ŝĞƌƌĂ,ĞĂůƚŚ&ŽƵŶĚĂƚŝŽŶ͗ĞŶƚĞƌĨŽƌ,ĞĂůƚŚ
WƌŽŐƌĂŵDĂŶĂŐĞŵĞŶƚ;dŚĞĞŶƚĞƌͿ
^ĂĐƌĂŵĞŶƚŽzŽƵƚŚWŽƉhƉƐ
ϬϭͬϬϭͬϮϬϮϮͲϬϲͬϯϬͬϮϬϮϮ

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dŽƚĂůĚŵŝŶŝƐƚƌĂƚŝǀĞͬ/ŶĚŝƌĞĐƚŽƐƚƐ ϭϭϴ͕ϬϲϱΨ ϭϭϴ͕ϬϲϱΨ /ŶĚŝƌĞĐƚ͗ΨϮ͕ϰϲϯΛϭϬйŽĨĐŽƐƚƚŽĐŽǀĞƌŶŽŶͲƉƌŽŐƌĂŵŵĂƚŝĐŝƚĞŵƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͗ ĨŝŶĂŶĐŝĂůŝŶǀŽŝĐŝŶŐĂŶĚƌĞĐŽƌĚŬĞĞƉŝŶŐ͕ŝŶƐƵƌĂŶĐĞĂŶĚŽĐĐƵƉĂŶĐǇ͘/ŶĚŝƌĞĐƚŝŶĐůƵĚĞƐĚŵŝŶŝƐƚƌĂƚŝǀĞ ƉĞƌƐŽŶŶĞůŶĞĐĞƐƐĂƌǇƚŽƐƵƉƉŽƌƚĂŶĚƉĞƌĨŽƌŵĨŝƐĐĂůŽǀĞƌƐŝŐŚƚĨŽƌƚŚĞƉƌŽŐƌĂŵ͕ĂƵĚŝƚĂŶĚĐŽŵƉůŝĂŶĐĞ ƐĞƌǀŝĐĞƐ͕ŝŶƚĞƌĞƐƚ͕ůĞŐĂůĨĞĞƐ͕ŝŶƐƵƌĂŶĐĞ͕ĚĞƉƌĞĐŝĂƚŝŽŶ͕ƌĞƉĂŝƌƐĂŶĚŵĂŝŶƚĞŶĂŶĐĞ͕ĂŶĚĐŽŵƉƵƚĞƌ ƐĞƌǀŝĐĞƐ͘dŚĞĐŽƐƚƐĂƌĞĂƐĨŽůůŽǁƐ͗
ĚŵŝŶŝƐƚƌĂƚŝǀĞWĞƌƐŽŶŶĞů͗ΨϯϮ͕Ϭϲϱ͘/ŶĐůƵĚĞƐ^ĞŶŝŽƌsŝĐĞWƌĞƐŝĚĞŶƚŽĨ&ŝŶĂŶĐĞĂŶĚĚŵŝŶŝƐƚƌĂƚŝŽŶ ĂŶĚ&K͕ŝƌĞĐƚŽƌŽĨĐĐŽƵŶƚŝŶŐĂŶĚĚŵŝŶŝƐƚƌĂƚŝŽŶ͕ĂŶĚĐĐŽƵŶƚŝŶŐŽŶƚƌĂĐƚƐĂŶĚWĂǇĂďůĞƐƚĂĨĨ͕ƚŽ ƐƵƉƉŽƌƚĚĞǀĞůŽƉŵĞŶƚŽĨϮϲƐƵďĐŽŶƚƌĂĐƚƐƚŚĂƚŵĞĞƚĨĞĚĞƌĂůƌĞƋƵŝƌĞŵĞŶƚƐ͕ƌĞǀŝĞǁĂŶĚ ŝŵƉůĞŵĞŶƚĂƚŝŽŶŽĨĂůůƌĞĐŽŵŵĞŶĚĞĚůĞŐĂůĂŶĚĨŝŶĂŶĐŝĂůŝƚĞŵƐƌĞůĂƚĞĚƚŽĨĞĚĞƌĂůĐŽŶƚƌĂĐƚƐ͕ ƉĂǇŵĞŶƚƐƚŽĂůůƐƵďĐŽŶƚƌĂĐƚĞĚŽƌŐĂŶŝǌĂƚŝŽŶƐ͘
ƵĚŝƚĂŶĚŽŵƉůŝĂŶĐĞ^ĞƌǀŝĐĞƐ͗Ψϰϭ͕ϬϬϬ͘dŚĞĞŶƚĞƌĐŽŶƚƌĂĐƚƐǁŝƚŚDŽƐƐĚĂŵƐƚŽĚĞǀĞůŽƉĂůů ĨĞĚĞƌĂůĐŽŵƉůŝĂŶĐĞŝƚĞŵƐĨŽƌĞĂĐŚĐŽŶƚƌĂĐƚ͕ŝŶĐůƵĚŝŶŐĨŝƐĐĂůƌĞǀŝĞǁ͕ƐƵďĐŽŶƚƌĂĐƚŝŶǀŽŝĐĞ ĚĞǀĞůŽƉŵĞŶƚ͕ĂŶĚ&ĞĚĞƌĂůZŝƐŬƐƐĞƐƐŵĞŶƚƐ͘
>ĞŐĂů&ĞĞƐ͗ΨϯϮ͕ϬϬϬ͘dŚĞĞŶƚĞƌƵƐĞƐDƵƌƉŚǇƵƐƚŝŶĚĂŵƐ^ĐŚŽĞŶĨĞůĚ>>WƚŽƌĞǀŝĞǁĂůůĐŽŶƚƌĂĐƚƐ ĂŶĚĚĞǀĞůŽƉƐƵďĐŽŶƚƌĂĐƚƐƚŚĂƚŵĞĞƚĨĞĚĞƌĂůĐŽŵƉůŝĂŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐ͘ /ŶƐƵƌĂŶĐĞ͗Ψϰ͕ϬϬϬ͘ŽƐƚŽĨŐĞŶĞƌĂůůŝĂďŝůŝƚǇŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚ͘ s͘^hKEdZdKZ^ͲKDW>
d
zϭ^hKEdZdKZ^^,

d
dŽƚĂů^ƵďĐŽŶƚƌĂĐƚŽƌƐ ϭ͕Ϭϵϴ͕ϰϵϴΨ ϭ͕Ϭϵϴ͕ϰϵϴΨ ^ƵďĐŽŶƚƌĂĐƚŽƌƐŝŶĐůƵĚĞWŽƉhƉƉƌŽǀŝĚĞƌƐ͕ƚƌĂŝŶŝŶŐŽƌŐĂŶŝǌĂƚŝŽŶ͕ŵĞĚŝĂĚĞǀĞůŽƉŵĞŶƚ s/͘WZK'ZD
s>hd/KE
dŽƚĂůWƌŽŐƌĂŵ
ǀĂůƵĂƚŝŽŶ ϭϱ͕ϬϬϬΨ ϭϱ͕ϬϬϬΨ

ǆƚĞƌŶĂů
ǀĂůƵĂƚŽƌ͗ƐƌĞƋƵŝƌĞĚ͕dŚĞĞŶƚĞƌǁŝůůŚŝƌĞĂŶĞǆƚĞƌŶĂůĞǀĂůƵĂƚŽƌƚŽŵŽŶŝƚŽƌƚŚĞ ƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞWŽƉhƉƉƌŽŐƌĂŵĂŶĚƉƌŽǀŝĚĞƌĞƉŽƌƚƐ͘
s//͘Kd,
Z
dŽƚĂůKƚŚĞƌ ͲΨ
dKd>
yW
E^
^ ϭ͕ϯϬϬ͕ϬϬϬΨ ͲΨ ͲΨ ϭ͕ϯϬϬ͕ϬϬϬΨ

Page 35 of 42 ends

dKd>^hKEdZdKZ^͗ ϭ͕Ϭϵϴ͕ϰϵϴΨ Dh^d Yh>DKhEd/E
>>ϯϬ
^ƵďĐŽŶƚƌĂĐƚŽƌηϭ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ ^ƵďĐŽŶƚƌĂĐƚŽƌƵĚŐĞƚ:ƵƐƚŝĨŝĐĂƚŝŽŶ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
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dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
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dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϯ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϰ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ///͘D/E/^dZd/s ͬ
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dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϱ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϲ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϳ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ dŚĞƌĞĂƌĞϮϲƐƵďĐŽŶƚƌĂĐƚĞĚƉĂƌƚŶĞƌƐƚŚĂƚƉƌŽǀŝĚĞƚŚƌĞĞŝƚĞŵƐ͗ WŽƉhƉĂĐƚŝǀŝƚŝĞƐ͕ŵĞĚŝĂǁŽƌŬĨŽƌĐĞĚĞǀĞůŽƉŵĞŶƚ͕ďĞŚĂǀŝŽƌĂů ŚĞĂůƚŚƚƌĂŝŶŝŶŐ͘

ĂĐŚŚĂƐƐƚĂŶĚĂƌĚƌĞƋƵŝƌĞŵĞŶƚƐĂƐůŝƐƚĞĚďĞůŽǁ͗
WŽƉhƉWĂƌƚŶĞƌƐ͗ϮϰƐƵďĐŽŶƚƌĂĐƚŽƌƐΛΨϭ͕ϬϬϴ͕ϬϬϬ͘WŽƉhƉ ƐƵďĐŽŶƚƌĂĐƚĞĚƉĂƌƚŶĞƌƐĂƌĞƌĞƋƵŝƌĞĚƚŽŚĂǀĞƚŚĞĨŽůůŽǁŝŶŐ ƐƚĂĨĨ͗
ŽŽƌĚŝŶĂƚŽƌ͗ZĞƐƉŽŶƐŝďůĞĨŽƌĐŽŽƌĚŝŶĂƟŽŶŽĨƚǁŽŵŽŶƚŚůǇ WŽƉhƉĂĐƚŝǀŝƚŝĞƐ͕ĞŶƐƵƌŝŶŐŽƵƚƌĞĂĐŚƚĂƌŐĞƚƐǇŽƵƚŚĨƌŽŵƉƌŝŽƌŝƚǇ ŶĞŝŐŚďŽƌŚŽŽĚƐ͕ƐƚĂĨĨĂƌĞƚƌĂŝŶĞĚ͕ĂĐƚŝǀŝƚŝĞƐĨŽůůŽǁƐĂĨĞƚǇ ƐƚĂŶĚĂƌĚƐ͕ĂƚƚĞŶĚĂŶĐĞĂƐŵŽŶƚŚůǇĐŽůůĂďŽƌĂƚŝǀĞŵĞĞƚŝŶŐƐ͕ĚĂƚĂ ŝƐƐƵďŵŝƚƚĞĚŝŶĂƚŝŵĞůǇŵĂŶŶĞƌ͕ĨůǇĞƌƐĂƌĞƐƵďŵŝƚƚĞĚĨŽƌĞĂĐŚ ĞǀĞŶƚ͕ĂůůƌĞƉŽƌƚƐĂƌĞƐƵďŵŝƚƚĞĚĂƐƌĞƋƵŝƌĞĚ͘
^ƉĞĐŝĂůŝƐƚ͗ZĞƐƉŽŶƐŝďůĞĨŽƌǁŽƌŬŝŶŐƚŚĞWŽƉhƉĂĐƟǀŝƟĞƐ͕ ƉƌŽǀŝĚŝŶŐŵĞŶƚŽƌƐŚŝƉĂŶĚĂŶǇŶĞĐĞƐƐĂƌǇĐĂƐĞͲŵĂŶĂŐĞŵĞŶƚ͕ ƐƵƉƉŽƌƚŝŶŐƚŚĞĐŽŽƌĚŝŶĂƚŝŽŶĂŶĚŽƵƚƌĞĂĐŚŽĨƚŚĞĂĐƚŝǀŝƚŝĞƐ͘ dǁŽzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚĂī͗zŽƵƚŚƐƚĂīĂƌĞƵŶĞŵƉůŽǇĞĚ ƌĞƐŝĚĞŶƚƐŽĨƉƌŝŽƌŝƚǇŶĞŝŐŚďŽƌŚŽŽĚƐƚŚĂƚŐĂŝŶǀĂůƵĂďůĞǁŽƌŬ ĞǆƉĞƌŝĞŶĐĞƚŚƌŽƵŐŚƚŚĞWŽƉhƉƉƌŽŐƌĂŵ͘ZĞƐƉŽŶƐŝďŝůŝƚŝĞƐ ŝŶĐůƵĚĞƐƵƉƉŽƌƚŝŶŐƚŚĞĚĞǀĞůŽƉŵĞŶƚ͕ŽƵƚƌĞĂĐŚĂŶĚ
ŝŵƉůĞŵĞŶƚĂƚŝŽŶŽĨĞĂĐŚWŽƉhƉĂĐƚŝǀŝƚǇ͕ǁŽƌŬŝŶŐĂƚƚŚĞWŽƉhƉ ĂĐƚŝǀŝƚǇ͕ĂƚƚĞŶĚŝŶŐƐƚĂŶĚĂƌĚŝǌĞĚƚƌĂŝŶŝŶŐƐĂďŽƵƚĐĂƌĞĞƌ ĚĞǀĞůŽƉŵĞŶƚ͘
DĞĚŝĂtŽƌŬĨŽƌĐĞĞǀĞůŽƉŵĞŶƚ͗dŚĞ&ƌĞĞĚŽŵŽƵŶĚĞŶƚĞƌ
;^ŽůŽůůĞĐƚŝǀĞͿ͘ZĞƐƉŽŶƐŝďůĞĨŽƌĚĞǀĞůŽƉŵĞŶƚŽĨƚǁŽŵĞĚŝĂ ƚƌĂŝŶŝŶŐĂĐƚŝǀŝƚŝĞƐ͕ĞŝŐŚƚƚŽƚĞŶǁĞĞŬƐĞĂĐŚ͕ĨŽƌϯϲŚŝŐŚƐĐŚŽŽů ĂŐĞĚǇŽƵƚŚ͘dƌĂŝŶŝŶŐƐŝŶĐůƵĚĞůĞĂƌŶŝŶŐĂďŽƵƚĚŝĨĨĞƌĞŶƚŵĞĚŝĂ ŵĞĚŝƵŵƐ͕ŝŶƚƌŽĚƵĐƚŝŽŶƚŽĐĂƌĞĞƌƉĂƚŚƐŝŶŵĞĚŝĂ͕ĂŶĚ
ĚĞǀĞůŽƉŵĞŶƚŽĨƚǁŽŐƌŽƵƉŵĞĚŝĂƉƌŽũĞĐƚƐ͘ƵĚŐĞƚŝŶĐůƵĚĞƐ͗ zŽƵƚŚ^ƟƉĞŶĚƐ͗Ψϯϲ͕ϬϬϬǇŽƵƚŚƐƟƉĞŶĚƐ;ϯϲǇŽƵƚŚyΨϭϬϬƉĞƌ ǇŽƵƚŚƉĞƌǁĞĞŬyϭϬǁĞĞŬƐͿ͘zŽƵƚŚǁŝůůƉĂƌƚŝĐŝƉĂƚĞŝŶ ǁŽƌŬĨŽƌĐĞƚƌĂŝŶŝŶŐŽŶŵĞĚŝĂ͘
&ŽƵƌDĞĚŝĂ^ƚĂī͗ΨϭϮ͕ϯϲϬ;ϰDĞĚŝĂƐƚĂīΛΨϭϵ͘ϯϭyϭϲϬ ŚŽƵƌƐͿ͘^ƚĂĨĨĐŽŽƌĚŝŶĂƚĞƚŚĞDĞĚŝĂtŽƌŬĨŽƌĐĞĞǀĞůŽƉŵĞŶƚ ƉƌŽŐƌĂŵ͕ĐŽŶĚƵĐƚƚƌĂŝŶŝŶŐ͕ƐƵƉƉŽƌƚƚŚĞŐƌŽƵƉŵĞĚŝĂƉƌŽũĞĐƚ͘ DĞĚŝĂDĞĚŝƵŵ
ƋƵŝƉŵĞŶƚ͗Ψϵ͕Ϯϳϳ͘
ƐƟŵĂƚĞĚĐŽƐƚĨŽƌ
ĞƋƵŝƉŵĞŶƚŶĞĞĚĞĚĨŽƌƚƌĂŝŶŝŶŐĂŶĚŐƌŽƵƉŵĞĚŝĂƉƌŽũĞĐƚ͘ ŵŽƵŶƚŵĂǇĂĚũƵƐƚďĂƐĞĚŽŶǇŽƵƚŚŐƌŽƵƉŵĞĚŝĂƉƌŽũĞĐƚ͘
/ŶĚŝƌĞĐƚ͗Ψϱ͕ϳϲϯΛϭϬйŽĨĐŽƐƚƚŽĐŽǀĞƌŶŽŶͲƉƌŽŐƌĂŵŵĂƟĐ ŝƚĞŵƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͗ƉĂǇŵĞŶƚƉƌŽĐĞƐƐŝŶŐ͕ ĨŝŶĂŶĐŝĂůŝŶǀŽŝĐŝŶŐĂŶĚƌĞĐŽƌĚŬĞĞƉŝŶŐ͕ŝŶƐƵƌĂŶĐĞĂŶĚ
ŽĐĐƵƉĂŶĐǇ͘
ĞŚĂǀŝŽƌĂů,ĞĂůƚŚdƌĂŝŶŝŶŐ͗zŽƵƚŚ&ŽƌǁĂƌĚ
ZĞƐƉŽŶƐŝďůĞĨŽƌďĞŚĂǀŝŽƌĂůŚĞĂůƚŚƚƌĂŝŶŝŶŐƚŽƚŚĞWŽƉhƉƐƚĂĨĨƚŽ ĂƐƐŝƐƚŝŶƐƵƉƉŽƌƚŝŶŐǇŽƵƚŚƚŚĂƚŚĂǀĞďĞĞŶĞŵŽƚŝŽŶĂůůǇ
ŝŵƉĂĐƚĞĚďǇƚŚĞKs/ͲϭϵƉĂŶĚĞŵŝĐ͘zŽƵƚŚ&ŽƌǁĂƌĚǁŝůů ƉƌŽǀŝĚĞĨŽƵƌ͕ŽŶĞͲŚŽƵƌƚƌĂŝŶŝŶŐƐĂƚƚŚĞŵŽŶƚŚůǇĐŽůůĂďŽƌĂƚŝǀĞ ŵĞĞƚŝŶŐƐ͘ƵĚŐĞƚŝŶĐůƵĚĞƐ͗
WƌŽũĞĐƚĐŽŽƌĚŝŶĂƚŽƌ͗Ψϴ͕ϲϮϯ;ΨϱϮ͕ϮϲϬ͘ϬϬΛϬ͘ϯϯ&d
ĨŽƌϲ
ŵŽŶƚŚƐͿ͘ZĞƐƉŽŶƐŝďůĞĨŽƌĐŽŽƌĚŝŶĂƚŝŽŶŽĨƚƌĂŝŶŝŶŐƐ͕ƐƵƌǀĞǇƐ͕ ƌĞƉŽƌƚŝŶŐĂŶĚĨŽůůŽǁŝŶŐƵƉŝƚĞŵƐĨŽƌWŽƉhƉƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘
ǆĞĐƵƟǀĞŝƌĞĐƚŽƌ͗Ψϳ͕Ϭϯϱ;ΨϭϰϬ͕ϳϬϬΛϬ͘ϭ&d
ĨŽƌϲŵŽŶƚŚƐͿ͘
KǀĞƌƐŝŐŚƚŽĨƚƌĂŝŶŝŶŐƐ͕ĂƚƚĞŶĚĂŶĐĞĂƚƌĞƋƵŝƌĞĚŵĞĞƚŝŶŐƐ͕ƌĞǀŝĞǁ ŽĨĂůůŵĂƚĞƌŝĂůƐ͘
^ƉĞĂŬĞƌƐ͗Ψϱ͕ϬϱϬ͘WĂǇŵĞŶƚĨŽƌĮǀĞƐƉĞĂŬĞƌƐƚŽĐŽŶĚƵĐƚŽŶĞͲ ŚŽƵƌďĞŚĂǀŝŽƌĂůŚĞĂůƚŚƚƌĂŝŶŝŶŐƐƚŽWŽƉhƉƐƵďĐŽŶƚƌĂĐƚŽƌƐƚĂĨĨ͘ /ŶĚŝƌĞĐƚ͗ΨϮ͕ϰϲϯΛϭϬйŽĨĐŽƐƚƚŽĐŽǀĞƌŶŽŶͲƉƌŽŐƌĂŵŵĂƟĐ ŝƚĞŵƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͗ĨŝŶĂŶĐŝĂůŝŶǀŽŝĐŝŶŐĂŶĚ ƌĞĐŽƌĚŬĞĞƉŝŶŐ͕ŝŶƐƵƌĂŶĐĞĂŶĚŽĐĐƵƉĂŶĐǇ͘
ĂƵŐŚƚĞƌƐŽĨŝŽŶ
ŶƚĞƌƉƌǇǌĞ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
'ƌĞĂƚĞƌ^ĂĐƌĂŵĞŶƚŽhƌďĂŶ>ĞĂŐƵĞ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ͘
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
ϮϭZĞĂƐŽŶƐ
ůǁĂǇƐ<ŶŽĐŬŝŶŐ
ŽǇƐĂŶĚ'ŝƌůƐůƵďŽĨ^ĂĐƌĂŵĞŶƚŽ
ƌŽƚŚĞƌϮƌŽƚŚĞƌ
ŚƵƌĐŚŽĨEĂǌĂƌĞŶĞ;>ŝďĞƌƚǇdŽǁĞƌƐͿ

Page 36 of 42 ends

^ƵďĐŽŶƚƌĂĐƚŽƌηϴ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϵ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ///͘D/E/^dZd/s ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϬ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϭϵϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚĂĨĨ //͘Kd,
ZK^d^ ϴϮϳϯ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ///͘D/E/^dZd/s ͬ
/E/Z
dK^d^ ϮϳϮϳ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϯϬ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϭ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϯϱϬϬ ŽŽƌĚŝŶĂƚŽƌ͕ϭ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϵϮϮϴ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϮϳϮ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϯϲ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϮ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϭϵϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚĂĨĨ //͘Kd,
ZK^d^ ϴϮϳϯ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϮϳϮϳ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϯϬ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϯ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϰ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϱ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϱϬϬϬϬ ϮŽŽƌĚŝŶĂƚŽƌ͕ϰ^ƉĞĐŝĂůŝƐƚ͕ϰzŽƵƚŚ;ƵŶĚĞƌϮϮͿ //͘Kd,
ZK^d^ Ϯϲϯϲϰ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϳϲϯϲ /ŶĚŝƌĞĐƚΛϭϬй
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
ZĞ/D'/E
DĂĐŬZŽĂĚ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
ZŽďĞƌƚƐ&ĂŵŝůǇĞǀĞůŽƉŵĞŶƚĞŶƚĞƌ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
>Ă&ĂŵŝůŝĂŽƵŶƐĞůŝŶŐĞŶƚĞƌ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϯϱ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
>ĂƚŝŶŽ>ĞĂĚĞƌƐŚŝƉŽƵŶĐŝů͕/ŶĐ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϮϱ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
DƵƚƵĂůƐƐŝƐƚĂŶĐĞEĞƚǁŽƌŬ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
/ŵƉƌŽǀĞzŽƵƌdŽŵŽƌƌŽǁ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
/ƵͲDŝĞŶŽŵŵƵŶŝƚǇ^ĞƌǀŝĐĞƐ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϮϱ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
,ŵŽŶŐzŽƵƚŚĂŶĚWĂƌĞŶƚƐhŶŝƚĞĚ

Page 37 of 42 ends

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^ ϴϰ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϲ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϳ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϴ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϭϵ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

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^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϬ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϭ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϭϵϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚĂĨĨ //͘Kd,
ZK^d^ ϴϮϳϯ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϮϳϮϳ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ ϯϬ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϮ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϯ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ ^ƚĂŶĨŽƌĚ^ĞƚƚůĞŵĞŶƚ͕/ŶĐ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϮϱ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
dŚĞ&ƌĞĞĚŽŵŽƵŶĚĞŶƚĞƌ;^ŽůŽůůĞĐƚŝǀĞͿ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
dŚĞsŝůůĂŐĞĚǀŽĐĂƚĞƐ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
^ĞůĨǁĂƌĞŶĞƐƐĂŶĚZĞĐŽǀĞƌǇ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
^ŽũŽƵƌŶĞƌdƌƵƚŚDƵƐĞƵŵ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
ZŽƐĞ&ĂŵŝůǇƌĞĂƚŝǀĞ
ŵƉŽǁĞƌŵĞŶƚĞŶƚĞƌ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
^ĂĐƌĂŵĞŶƚŽ>'dŽŵŵƵŶŝƚǇĞŶƚĞƌ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
^ĂĐƌĂŵĞŶƚŽ^ŽƵƚŚŚƌŝƐƚŝĂŶĞŶƚĞƌ

Page 38 of 42 ends

Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϰ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϮϱϬϬϬ ŽŽƌĚŝŶĂƚŽƌ͕Ϯ^ƉĞĐŝĂůŝƐƚ͕ϮzŽƵƚŚ;ƵŶĚĞƌϮϮͿ^ƚ //͘Kd,
ZK^d^ ϭϯϭϴϮ WŽƉhƉůŽĐĂƚŝŽŶ͕ĂĐƚŝǀŝƚǇĨĞĞƐ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ ϯϴϭϴ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ ϰϮ͕ϬϬϬΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϱ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϭϵϱϴϱ Ψϴ͕ϲϮϯ
//͘Kd,
ZK^d^ ϱϬϱϬ ^ƉĞĂŬĞƌ&ĞĞ
///͘D/E/^dZd/s
ͬ
/E/Z
dK^d^ Ϯϰϲϯ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ Ϯϳ͕ϬϵϴΨ ^ƵďĐŽŶƚƌĂĐƚŽƌηϮϲ
ŝƚǇŽĨ^ĂĐƌĂŵĞŶƚŽ'ƌĂŶƚ ƵĚŐĞƚEŽƚĞƐ ĞƐĐƌŝƉƚŝŽŶŽĨ^ĞƌǀŝĐĞƐ Θ&ƌŝŶŐĞĞŶĞĨŝƚƐͿ ϰϴϯϲϬ ϰDĞĚŝĂ^ƚĂĨĨ͕Ψϯϴ͕ϰϬϬǇŽƵƚŚƐƚŝƉĞŶĚƐ;ΨϭϬϬƉĞ //͘Kd,
ZK^d^ ϵϮϳϳ DĞĚŝĂŵĞĚŝƵŵĞƋƵŝƉŵĞŶƚ
/E/Z
dK^d^ ϱϳϲϯ /ŶĚŝƌĞĐƚΛϭϬй

yW
E^
^ ϲϯ͕ϰϬϬΨ dŚĞ&ƌĞĞĚŽŵŽƵŶĚĞŶƚĞƌ;^ŽůŽůůĞĐƚŝǀĞͿ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
sŽŝĐĞŽĨƚŚĞzŽƵƚŚ
dŽƉƌŽǀŝĚĞǇŽƵƚŚWŽƉhƉ
ĂĐƚŝǀŝƚŝĞƐƚǁŝĐĞƉĞƌŵŽŶƚŚ
ǁŝƚŚĂŵŝŶŝŵƵŵŽĨϱϬ
ƉĂƌƚŝĐŝƉĂŶƚƐĂƚĞĂĐŚĂĐƚŝǀŝƚǇ͘
zŽƵƚŚ&ŽƌǁĂƌĚ
WƌŽǀŝĚĞϱŵĞŶƚĂůŚĞĂůƚŚ
ƚƌĂŝŶŝŶŐƐƚŽWŽƉhƉ^ƚĂĨĨ͕
ĂŝĚŝŶŐƚŚĞƐƵƉƉŽƌƚŽĨǇŽƵƚŚ
ǁŝƚŚĂŶǆŝĞƚǇŽƌďĞŚĂǀŝŽƌĂů
ĐŽŶĐĞƌŶƐĚƵĞƚŽKs/

Page 39 of 42 ends

33 Rev. 10-4-2021
Attachment 3

Assurances of Compliance with Civil Rights Requirements

As a condition of receipt of federal financial assistance from the Department of the Treasury, the Grantee provides the assurances stated in this attachment 3. The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Grantee’s programs funded under this Agreement.

1. Grantee ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at title 31, CFR, Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents.

2. Grantee acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). The Grantee understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, the Grantee shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Grantee understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Grantee’s programs, services, and activities.

3. Grantee agrees to consider the need for language services for LEP persons when Grantee develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov.

4. Grantee acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Grantee and Grantee’s successors, transferees, and assignees for the term of this agreement.

5. Grantee acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Grantee and the Grantee’s sub-grantees, contractors, subcontractors, successors, transferees, and assignees:

The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin

Page 40 of 42 ends

34 Rev. 10-4-2021
(42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.

6. Grantee understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Grantee, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Grantee for the period during which it retains ownership or possession of the property.

7. Grantee shall cooperate in any enforcement or compliance review activities by the Department of the Treasury. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Grantee shall comply with information requests, on-site compliance reviews and reporting requirements.

8. Grantee shall maintain a complaint log and inform the City of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Grantee also must inform the City if Grantee has received no complaints under Title VI.

9. In its monthly reporting, Grantee must provide documentation of any determination by an administrative agency or court finding non-compliance with Title VI and Grantee’s efforts to address the non-compliance, including any voluntary compliance or other agreements between the Grantee and the administrative agency that made the finding. If the Grantee settles a case or matter alleging such discrimination, the Grantee must provide documentation of the settlement to the City. In the absence of such disclosures, Grantee is certifying that it has not been the subject of any court or administrative agency finding of discrimination.

10. If the Grantee makes sub-awards to other agencies or other entities, the Grantee is responsible for ensuring that sub-grantees also comply with Title VI and other applicable authorities covered in this agreement. State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of sub-grantees.

11. The United States of America has the right to seek judicial enforcement of the terms of this attachment 3, and nothing in this agreement alters or limits the federal enforcement measures that the United States may take in order to address violations of this agreement or applicable federal law.

Page 41 of 42 ends

35 Rev. 10-4-2021
Attachment 4
Schedule of Federal Funds

Catalog of
Federal
Domestic
Assistance
(CFDA) Title

CFDA# Award Name
and Federal
Award
Identification
Number (FAIN)
Award
Date
Federal Awarding
Agency
Funding
Amount
Coronavirus State
and Local Fiscal
Recovery Funds

21.027 N/A 3/11/2021 U.S. Department of
the Treasury
$1,300,000.

Page 42 of 42 ends

Sacramento City CouncilJanuary 11, 2022

Sacramento City Council
January 11, 2022