Staff Report - Acceptance of California Natural Resources Agency Grant for Alchemist CDC Public Market

C
ity Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-01072 May 31, 2022
T
itle: Acceptance of California Natural Resources Agency Grant for Alchemist CDC Public Market Site Acquisition, Establishment of Project Budget, and Approval of City Loan Agreement
Location: 341 N. 10th Street, District 4
Recommendation: Adopt: 1) a Resolution as required by the California Natural Resources Agency: a) accepting $450,000 in state grant funding provided through the California Natural Resources Agency; b) approving the filing of project applications for the grant project; b) making required certifications; and c) appointing the City Manager or the City Manager’s as agent to conduct negotiations and execute and submit all documents required to complete the project; and 2) a Resolution authorizing the City Manager or the City Manager’s designee to a) establish the Alchemist Public Market Project (I02180610); b) establish the expenditure and revenue budgets for the Alchemist Public Market Project in the amount of $450,000 in the Innovation and Growth Fund (Fund 2301); c) transfer $450,000 from the available fund balance in Fund 2031 to the Alchemist Public Market Project; and d) execute a Loan Agreement with Alchemist CDC for acquisition of 341 N. 10 th Street (APN 001-0111-001, -002,
-003, -008) for an amount not-to-exceed $450,000.

C
ontact: Amanda Wallace, Development Project Manager, 916-808-5453, [email protected], Office of Innovation and Economic Development; Leslie Fritzsche, Economic Development Investment Manager, (916) 808-5450, [email protected], O ffice of Innovation and Economic Development Presenter: None
A
ttachments:
1-Description/Analysis
2-Alchemist State Grant Resolution
3-Exhibit A to Alchemist Grant Resolution: Project Information Form 4-Exhibit B to Alchemist Grant Resolution: Procedural Guide for General Fund Specified Development and Acquisition Grant Projects
5-City Loan and Budget Resolution
6-Alchemist CDC Loan Agreement

Description/Analysis

Issue Detail: The State of California awarded $35,298,984 to the City of Sacramento in grant funds for various City and community projects through Senate Bill (SB) 170, Chapter 240, which makes appropriations for the support of local government programs. The funding includes allocations for projects implemented by the City as well as allocations provided to non-profit organizations for their use. On October 12, 2021, the City Council adopted Resolution 2021-0301 authorizing the City Manager or his designee to accept the $35,298,984 for these projects and to take the necessary budgetary action to account for the funds, with the caveat that Assemblymember McCarty would allocate $13,500,000 in funds designated for “community reinvestment” and staff would return to City Council for necessary budgetary action once these projects were identified.

Assemblymember McCarty allocated $450,000 of the community reinvestment funds to the City of Sacramento to facilitate Alchemist CDC’s acquisition of four contiguous parcels (001- 0111-001, -002, -003, -008) totaling 0.74 acres of undeveloped land at 341 N. 10 th Street for
development of a Public Market.

Alchemist CDC (Alchemist) is a mission-driven organization that connects communities to land, food, and opportunity toward a vision in which all Sacramento neighborhoods are vibrant, equitable, healthy, and diverse. Located in the heart of the River District, Alchemist’s Public Market will provide future residents of Mirasol Village, Township 9 and the Railyards development an inviting community gathering space featuring:

• An outdoor food court providing affordable rentable food pods; • Weekly farmers’ market that includes CalFresh access and Market Match for low- income customers;
• A retail store featuring food and goods produced by small local entrepreneurs as well as basic grocery staples;
• A full-service café and patio;
• Co-working office space and conference room rental available for start-ups, non-profits, business and community groups;
• Regular programing including night markets, family nights, movie nights, and holiday programing;
• A shared-use commercial kitchen allowing Alchemist to expand their food-based entrepreneurship programs and provide direct to consumer opportunities through the food court and retail store; and
• Workforce development and job placement into the restaurant industry for Sacramento residents with high barriers to employment.

The State of California’s Natural Resources Agency (CNRA) is making grant funding for Alchemist’s site acquisition available to the City through a local assistance specified grant. As a condition of receiving the grant funds, CNRA requires the City Council to adopt a resolution, using CNRA’s template (included as Attachment 2), that does the following: accepts the grant funding, makes required certifications, and appoints the City Manager or the City Manager’s designee as agent to conduct all negotiations and execute and submit all documents required to complete the Acquisition. CNRA also requires the California Department of General Services (DGS) review and approval of a property appraisal report prior to executing a grant agreement. Kidder Matthews prepared an appraisal report for 341 N. 10th Street, dated April 26, 2022, that valued the property at $490,000. DGS is currently reviewing that appraisal report. If the City Council adopts the grant resolution and DGS approves the appraisal report, the City will execute a grant agreement with CNRA, with funding anticipated to be available in August 2022 at the earliest.

Alchemist executed a purchase and sale agreement for the property on July 13, 2021, for the agreed upon price of $475,000. Alchemist contributed to escrow a $13,500 down payment as well as $20,000 to exercise two 60-day extension options while awaiting grant funds. The latest extension expires on June 17, 2022, and the seller is not amendable to a further extension. To facilitate Alchemist’s acquisition of the property by the closing date, staff recommends the City execute a $450,000 loan agreement (included as Attachment 6) with Alchemist to cover the remaining sales price and closing costs. Funds for the loan would be appropriated from the Innovation and Growth Fund (2031) to the newly created Alchemist Public Market Project.

Alchemist’s obligation to repay the loan will be extinguished if CNRA provides the City with $450,000 in grant funds. If CNRA does not approve the grant, Alchemist is obligated to repay the loan at zero percent interest at the end of two years. Alchemist will provide the City with a $450,000 promissory note and a deed of trust on the property to secure its obligation to repay the loan if the City does not receive $450,000 in grant funds from CNRA.

Policy Considerations: The recommendations in this report are consistent with Resolution No. 2021-1098, Section 11.3, which requires Council approval as a condition of grant funding.

Funding for Alchemist’s acquisition of 341 N. 10
th Street will enable to City to support
continued redevelopment of the River District consistent with the River District Specific Plan goal of encouraging neighborhood-serving retail and commercial uses within residential neighborhoods (Goal LU1), and the General Plan Goal of encouraging new communities and revitalization of existing urban areas to achieve improvements in overall public health by encouraging a healthier living environment that includes walkable neighborhoods, access to recreation and open space, healthy foods, medical services and public transit (PHS 5.1.9).

Support of Alchemist Public Market Project also comports with ScaleUp Sacramento: An Inclusive Economic Action Agenda which identifies Agriculture, Food and Beverage Manufacturing as an industry cluster opportunity.

Economic Impacts: Not applicable.

Environmental Considerations:

California Environmental Quality Act (CEQA): The proposed action consists of a $450,000 loan to Alchemist CDC, to assist in the acquisition of .74-acres of undeveloped land at 341 N. 10th Street. Alchemist’s obligation to repay the loan will be extinguished if the California Natural Resources Agency provides the City with a $450,000 grant to reimburse it for making the loan to Alchemist. Alchemist plans to use the site to develop “Alchemist Public Market,” which will provide underserved entrepreneurs with opportunities to launch businesses, provide workforce development for workers with high barriers to employment, create an attractive and energetic community gathering place, and provide low-income neighbors with access to quality food and produce from local sellers.

Although the general contours of the project are known (including site acquisition), as described above, the project details have yet to be fleshed out. Site design and layout, operational needs, necessary development entitlements, and other key components of the project are still unknown.

As major components of the project are unknown, the Alchemist Public Market project, including site acquisition, is not a “project” for purposes of the California Environmental Quality Act (CEQA) as meaningful environmental review is not yet possible. (CEQA Guidelines § 15004(b); Friends of the Sierra Railroad v. Tuolumne Park & Recreation Dist. (2007) 147 Cal.App.4th 643, 657-658, holding that a district’s proposed sale of land to the Tuolumne Band of Me–Wuk Indians, who were interested in developing the property, was not a “project” under CEQA because no definitive development plans had been proposed and “CEQA review in the absence of a plan involving an identifiable impact would not be meaningful”; Save Tara v. City of West Hollywood (2008) 45 Cal.4th 116, 139.) Once definitive plans have been developed, the applicant will seek discretionary entitlements for approval (e.g., site plan and design review) and the project would be subject to CEQA review at that time.

Additionally, authorizing the proposed loan to Alchemist does not commit the City to approval of the eventual project, nor does it foreclose alternative solutions or mitigation measures that would otherwise be required in connection with the eventual project.

Sustainability: Sustainability is a key principle for the Alchemist Public Market.

Alchemist Public Market plans to be an all-electric site, contributing zero greenhouse gas emissions through its utility use. The shared-use commercial kitchen will help familiarize Sacramento’s food entrepreneurs with electric appliances and provide a cutting-edge, safe cooking environment. Alchemist intends for the buildings to be constructed with high levels of passive energy efficiency and a major solar installation will generate 90-100% of required energy. Electric vehicle charging stations will be incorporated into the parking lot. Native trees and plants will be planted as greenery.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Alchemist’s future Public Market would be a critical community asset to the redeveloping River District. Located one block from Mirasol Village and less than a mile from Township 9 and the Railyards development, the Public Market would provide a vibrant community gathering space, entrepreneurial and employment opportunities, and access to healthy foods for nearby residents. Provisions in the grant and loan agreements would ensure the site’s continued use as a public-serving amenity.

Financial Considerations: The California Legislature has allocated specified funding for City and community projects through SB170, Chapter 240. Some of the projects will be managed by the City and some of the projects will be a pass-through to nonprofit agencies.

On October 12, 2021, the City Council adopted Resolution 2021-0301, which authorized the City Manager or his designee to accept $35.3 million in grant funds. As provided in the State of California 2021-2022 State Budget, the State of California is providing the City of Sacramento with $450,000 for Alchemist’s acquisition of 341 N. 10 th Street for
future development of a Public Market.

To support Alchemist’s acquisition, staff recommends accepting the $450,000 in grant funds from CNRA and establishing the Alchemist Public Market Project (I02180610) along with revenue and expenditure budgets in the amount of $450,000 from the available fund balance in the Innovation and Growth Fund (Fund 2031). Sufficient funds exist in Fund 2031 to transfer to I02180610 until funds can be reimbursed by the grant.

Local Business Enterprise (LBE): Not applicable.

RESOLUTION NO.

Adopted by the Sacramento City Council
APPROVING THE ACCEPTANCE OF $450,000 IN STATE OF CALIFORNIA GENERAL FUND

GRANT FUNDS FOR THE ALCHEMIST CDC SITE AQUSITION PROJECT

BACKGROUND

A. The Legislature and Governor of the State of California have approved a grant for the project shown above; and

B. The California Natural Resources Agency has been delegated the responsibility for the administration of the grant project, setting up necessary procedures; and

C. Said procedures established by the California Natural Resources Agency require the Grantee to certify by resolution the approval of the Project Information Package before submission of said package to the State; and

D. The Grantee will enter into an agreement with the State of California for subject project.

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

Section 1. The City Council approves the acceptance of general fund allocation for local assistance for the above project; and
Section 2: The City Council certifies that said agency understands the assurances and certification in the Project Information Form. Which is included as Exhibit A and is part of this resolution; and
Section 3. The City Council certifies that said agency will have sufficient funds to develop, operate and maintain the project(s)consistent with the land tenure requirements; or will secure the resources to do so; and
Section 4. The City Council certifies that said agency will comply with the provisions of Section 1771.5 of the California Labor Code.

Section 5. If applicable, the City Council certifies that the project will comply with any laws and regulation including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, disabled access laws, environmental laws and, that prior to commencement of construction, all applicable licenses and permits will have been obtained.

Section 6. The City Council certifies that said agency has reviewed and understands the General Provisions contained in the Project Agreement shown in the Procedural Guide, which is included as Exhibit B and is part of this resolution; and Section 7. The City Council appoints the City Manager or the City Manager’s designee as agent to conduct all negotiations, execute and submit all documents including, but not limited to Project Information Form, agreements, payment requests and so on, which may be necessary for the completion of the aforementioned project(s).

Table of Contents:

Exhibit A – Project Information Form
Exhibit B – Procedural Guide
ATTATCHMENT 3 – EXHBIT A TO ALCHEMIST GRANT RESOLUTION: PROJECT

INFOMRATION FORM
F. PROJECT INFORMATION FORM

Project Name
Alchemist Public Market Acquisition
Estimated Date of Completion:

Grant Amount:

Estimated Total Project Cost:
(State grant, other funds, and in-kind)
Dec. 2024
$450,000.00
$490,000.00
Grantee Name (with mailing address) County Nearest City/Town City of Sacramento
915 I Street
Sacramento, CA 95814
Check one:

X Local Agency
☐ Nonprofit
☐ State Agency
Sacramento Sacramento
Project Address (or nearest cross street)
341 N. 10th Street, Sacramento CA 95811
Senate Dist. Assembly Dist. US Congressional Dist.
6 7 6
Grantee’s Representative Authorized in Resolution (Signature required at bottom of this page) Name: Michael Jasso Title: Assistant City Manager
Phone: 916-808-1380 Email: [email protected] Project Manager – Person with day to day responsibility for project (if different from authorized representative) Name: Mikel Davila Title: Senior Development Project Manager Phone: 916-808-8506 Email: [email protected] Brief Description of Project
(Summarize major activities to be funded by this Grant) Latitude

38.59382355625013

Longitude
-121.48698252272831
Acquisition of land at project address. The land acquisition will help development of the Alchemist Public Market
(APM). APM will provide under-served entrepreneurs with unique opportunities to launch their businesses, provide workforce development for workers with high barriers to employment, create an attractive and energetic
community gathering place, and provide low-income
neighbors with access to quality food and produce from
local sellers.

CEQA/Environmental Requirements
☐ Exempt per CEQA Guidelines § Enter section
Attach filed Notice of Exemption.

☐ CEQA completed.

Attach fled Notice of Determination, Negative
Declaration, or Mitigated Negative Declaration

☐ CEQA is not complete.

Attach draft Initial Study with checklists.
☐ CEQA does not apply under Code § N/A
Site Control/Land Tenure (check the box that applies)
☐ Grantee owns the property.
☐ Grantee leases the property – Term End: Enter date
X Property will be deed restricted for grant purposes Grantee has an MOU with the buyer.

ATTATCHMENT 3 – EXHBIT A TO ALCHEMIST GRANT RESOLUTION: PROJECT

INFOMRATION FORM
I certify that the information in this Project Information Form, including all attachments, is complete and accurate.

Signed: Enter date
Grantee’s Authorized Representative as shown in Resolution Date Michael Jasso Assistant City Manager Designee? X Yes ☐ No Print Name Title (If yes, attach letter of designation from authorized representative.)

ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED

DEVELOPMENT AND ACQUISITION

GRANT PROJECTS

Bonds & Grants Office
715 P Street, 20th Floor
Sacramento, CA 95814
(916) 653-2812
www.resources.ca.gov/grants

ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

TABLE OF CONTENTS

Page
A. INTRODUCTION 1
B. GENERAL GRANT INFORMATION, TERMS AND REQUIREMENTS 2
C. PROJECT ADMINISTRATION 3
D. PROJECT INFORMATION PACKAGE CHECKLIST 5
E. PROJECT INFORMATION PACKAGE – WHAT TO SUBMIT 6
F. PROJECT INFORMATION FORM 8
G. PROJECT SUMMARY 9
H. AUTHORIZING RESOLUTION TEMPLATE 10
I. SAMPLE COST ESTIMATE FORM DEVELOPMENT PROJECTS 11
J. SAMPLE COST ESTIMATE FORM ACQUISITION PROJECTS 12
K. SAMPLE PROJECT TIMELINE 13
L. PROPERTY DATA SHEET 14
M. ENVIRONMENTAL COMPLIANCE 15
N. PERMIT APPROVAL STATUS 16
O. WILLING SELLER LETTER (ACQUISITONS ONLY) 17
P. PAYEE DATA FORM 18
Q. PAYMENT REQUEST INSTRUCTIONS 20
R. AUDIT AND ACCOUNTING REQUIREMENTS 23
S. SAMPLE GRANT AGREEMENT 25
1 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

A. INTRODUCTION

This guide governs the administration of appropriations made to the California Natural Resources Agency (Agency) for specified projects. Enclosed are items that make up a Project Information Package, a Grant Agreement template, and a resolution template, payment instructions and resources. The completed Project Information Package provides a means to define projects for grant funding as well as to specify its authorized representative delegated to sign all documents to be submitted to the California Natural Resources Agency.

Project Information Package documents should be completed, signed and emailed to the Bonds and Grants Unit Grant Administrator.
2 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

B. GENERAL GRANT INFORMATION, TERMS AND REQUIREMENTS

Grant Agreement - Funds will not be disbursed until there is a fully executed Agreement between the California Natural Resources Agency (Agency) and the grantee.

Expenditures made prior to the effective date of the appropriation will not be reimbursed.

Grant Period - Agreements for funds approved by the Legislature must be executed within the period of availability provided in the state budget. Funds must be expended and all invoices received by March 1, 2026, unless otherwise specified in the FY 21/22 Budget Act.

California Environmental Quality Act (CEQA) Compliance - As applicable, grantees must identify their CEQA compliance status. Grantees must receive CEQA approval for the proposed project prior to construction or be exempt from CEQA. Proper documentation of CEQA compliance will be required as part of the information package.

Required Approvals - The grantee must certify that all approvals (including, but not limited to, local permitting requirements and/or rules from local agencies) required for the project, will be obtained.

Reporting Requirements - Grantees may be required to submit quarterly progress reports detailing progress on the project, to date.

Financial Management and Grant Administration Requirements - It is the responsibility of all grantees to ensure appropriate stewardship of State grant- funds. Each grantee must maintain financial management systems that provide accurate, current, and complete disclosure of the financial activities of the grant -funded project. To meet this requirement, grantees must maintain adequate accounting practices and procedures, internal controls, and audit trails.

Grant Agreement and Invoicing – In general, this is a reimbursement-based grant and expenses are incurred and paid for prior to the submission of invoices to the Agency.

Upon request however, advances are allowed to assist in cash flow. The amount of the advances will be determined based on need. Once an advance is reconciled, Grantee may seek another. Once an executed Grant Agreement is in place, grantees may invoice for expenses on a regular basis, but not more frequently than once a month. Generally, grantees will receive reimbursement within 6-8 weeks of submitting a properly completed invoice. Grantees are advised to maintain adequate funds to cover project costs prior to reimbursement. Ten percent of each payment request is retained until project completion.

For acquisition projects, grantee may request an advance of funds into escrow (subject to retention).
3 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

C. PROJECT ADMINSTRATION

Process after Designation of Grant Award by Legislature

1. Grantee completes and submits Project Information Package (Package) to Agency.

2. Agency reviews Package and, if the proposed project scope meets the legislative intent, develops a Grant Agreement with the Grantee. Agency sends a Grant Agreement to Grantee for signature.

3. Grantee returns signed Grant Agreement to Agency.

4. Agency returns a fully executed Grant Agreement to Grantee

5. For acquisitions, grantee submits an appraisal for Department of General Services (DGS) review.

6. Grantee submits final site control documents.

7. Grantee commences preliminary work (planning, design, permitting, CEQA, etc.) and submits payment requests for reimbursement of project expenditures. (see Section Q Payment Request Instructions).

8. Prior to commencing construction, grantee submits final design plans for the State’s review, as well as evidence of environmental compliance.

9. Grantee commences project construction work.

10. Grantee submits periodic progress reports and periodic reimbursement requests for eligible expenses (subject to retention).

11. For acquisition projects, grantee may request an advance of funds into escrow (subject to retention).

12. As applicable, Grantee records Deed Restrictions.

13. Grantee completes project and submits Project Completion Package.

14. Agency Grants Administrator makes final project inspection and approves final payment.

15. The state may perform audits, as frequently as annually during the course of the project, and for 4 years after the project is completed.

Project Withdrawal
If a grantee fails to submit a Project Information Package for its allocated amount or otherwise elects not to use its allocation, the allocation will be lost to that grantee. In the event an approved project cannot be completed, and if grant funds were advance d, those funds plus any accrued interest must be returned to the state within 30 days. 4 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

Changes to Approved Project
A Grantee wishing to change an approved project shall submit the proposed change in writing to Agency for approval. Any change must be consistent with the authorizing legislation.

Time Extensions
A request for a time extension and its justification must be submitted to the State for approval.
5 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

D. PROJECT INFORMATION PACKAGE CHECKLIST

Grantee sends the completed Project Information Package to Agency. Grantee should keep a complete copy of the Project Information Package for future use and reference.

Provide the package in order shown in the following checklist.

Required Documentation

Page
x Project Information Package Checklist (this page) 4
☐ Project Information Form 6
x Project Summary 7
☐ Authorizing Resolution 8
x Cost Estimates (Development/Acquisition) 9, 10
☐ Project Timeline 13
x Property Data Sheet 14
☐ Land Tenure/Site Control Documents 6
☐ Photos of the Project Site 7
x Site Plan, if applicable 7
☐ Environmental Compliance Documents (if applicable) 15 ☐ Permit Approval Status, if applicable 16
☐ Payee Data Form (Std. 204) 18
6 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

E. PROJECT INFORMATION PACKAGE - WHAT TO SUBMIT

1. Project Information Form - Fill out as follows:

a. Grantee: The grantee is the organization that takes formal responsibility and assumes liability for the project. All correspondence regarding the administrative process will be sent to the day-to-day contact person listed for the grantee. b. Project: Provide the title of your project.
c. District Information: List the district numbers for the Congressional, State Senate, and State Assembly districts in which the project is located. d. CEQA Status: Indicate the environmental compliance status of your project by checking the applicable box in this section.
e. Site Control/Land Tenure: Indicate how the Grantee will satisfy site control by checking the applicable box.
f. Individual authorized in the Resolution must sign the certification at the bottom of the page.

2. Project Summary - Provide a one-page overview of the project.

3. Authorizing Resolution - Provide a signed resolution from the governing board, providing authorization to apply for the project. Follow the templat e included in this guide.

4. Cost Estimate – Provide a cost estimate reflecting all costs associated with the project. Projects using in -house services must also detail the labor, materials, and equipment costs as separate line items. (See Section I for a sa mple format for development projects and Section J for a sample format for acquisition projects.)

5. Project Timeline - Provide the timeline for key milestones and estimated date ranges of accomplishments. See Section K for a sample project timeline.

6. Property Data Sheet - Complete the Property Data Sheet for all property/ parcels to be developed. See Section L for the Property Data Sheet form.

7. Land Tenure/Site Control Documents - Provide copies of documents identifying current ownership information associated with each property/parcel on which the project will take place. Documents may include recorded deeds, tax records, and owner data sheets from county records, title reports or other documents that verify ownership. All documents verifying ownership must have the parcel numbers clearly indicated on the document (handwritten acceptable).

If the project site is owned by a party other than the grantee: provide a copy of the land tenure agreement (lease, easement, Memorandum of Understanding, etc.) which gives the Grantee legal access, permission to construct and maintain the project, and public access to the resultant project for the required number of years 7 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

If a signed agreement is not fully executed at the time of submittal, provide a letter from each landowner identifying the property/parcel(s), and indicating that the owner is willing to enter into a long -term agreement with the grantee to allow long -term access for construction, maintenance and public use of project on the affected parcel(s). No funds can be released until all agreements have been fully executed and submitted to Agency.

8. Photos - Provide a maximum of five (5) labeled color photographs of the project site.

9. Site Plan -Plans should contain details of the property to be developed and show where each of the features and amenities listed in the scope/cost estimate will be located at the project site.

10. Permit Approval Status - Indicate the types of permits necessary to complete the project. See Section N for the Permit Approval Status form.

11. CEQA Compliance - Grantees must demonstrate CEQA compliance, as applicable.

If completed, provide with package. (See Section M for information on Environmental Compliance.)

12. Payee Data Record - Fill in sections 1-5. (See Section P for the Payee Data Record Form.)

For Acquisition Projects

13. Conservation Easement – If acquiring a conservation easement, describe the proposed restrictions and reservations and the funding mechanism to support long - term stewardship.

14. Evidence of Willing Seller - Provide a letter from each landowner indicating they are a willing participant in the proposed real property transaction. The letter should clearly identify the parcels owned by each seller and state if grant funds are awarded, the seller is willing to enter into an agreement or negotiation for an agreement for the sale of the real property at a purchase price not to exceed fair market value. (See Appendix K for a sample letter.) If available, include a copy of the fully executed purchase option agreement as well. See Section O for sample Willing Seller Letter.

15. Appraisal – If available.

16. Preliminary Title Report – If available.
8 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

F. PROJECT INFORMATION FORM

Project Name
Alchemist Public Market
Estimated Date of Completion:

Grant Amount:

38.59382355625013

CEQA/Environmental Requirements
☐ Exempt per CEQA Guidelines § Enter section
Attach filed Notice of Exemption.

☐ CEQA completed.

Attach fled Notice of Determination, Negative
Declaration, or Mitigated Negative Declaration

☐ CEQA is not complete.

X Grantee has an MOU with the buyer.

I certify that the information in this Project Information Form, including all attachments, is complete and accurate.

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

G. PROJECT SUMMARY

With your Project Information Package, submit a one-page summary that provides a description of the proposed project.

Grantees must comply with all current laws and regulations which apply to the Project, including, but not limited to, legal requirements for construction contracts, building codes, environmental laws, health and safety codes, and disabled access laws. Grantee certifies that, prior to commencement of construction, all applicable permits and licenses (e.g., state contractor’s license) will have been obtained.

Grant funds will be used to assist Alchemist CDC in purchasing .82-acres of undeveloped land at 341 N. 10th Street in Sacramento, CA. Acquisition will facilitate development of future Alchemist Public Market to provide underserved entrepreneurs with opportunities to launch businesses; provide workforce development for workers with high barriers to employment; create an attractive and energetic community gathering place; and provide low-income neighbors with access to quality food and produce from local sellers. 10 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

H. AUTHORIZING RESOLUTION TEMPLATE
Resolution No.

RESOLUTION OF (Governing Body))

APPROVING THE ACCEPTANCE OF GENERAL FUND GRANT FUNDS FOR (Title of Project)

WHEREAS, the Legislature and Governor of the State of California have approved a grant for the project shown above; and
WHEREAS, the California Natural Resources Agency has been delegated the responsibility for the administration of the grant project, setting up necessary procedures; and WHEREAS, said procedures established by the California Natural Resources Agency require the Grantee to certify by resolution the approval of the Project Information Package before submission of said package to the State; and
WHEREAS, the Grantee will enter into an agreement with the State of California for subject project(s):

NOW, THEREFORE, BE IT RESOLVED that the (Governing Body)

1. Approves the acceptance of general fund allocation for local assistance for the above project(s); and

2. Certifies that said agency understands the assurances and certification in the Project Information Form; and

3. Certifies that said agency will have sufficient funds to develop, operate and maintain the project(s) consistent with the land tenure requirements; or will secure the resources to do so; and

4. Certifies that said agency will comply with the provisions of Section 1771.5 of the California Labor Code.

5. If applicable, certifies that the project will comply with any laws and regulation including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, disabled access laws, environmental laws and, that prior to commencement of construction, all applicable licenses and permits will have been obtained.

6. Certifies that said agency has reviewed and understands the General Provisions contained in the Project Agreement shown in the Procedural Guide; and

7. Appoints the (designated position, not person occupying position) as agent to conduct all negotiations, execute and submit all documents including, but not limited to Project Information Form, agreements, payment requests and so on, which may be necessary for the completion of the aforementioned project(s).

Approved and adopted the day of 20_. I, the undersigned, hereby certify that the forgoing Resolution Number was duly adopted by the (Governing Body).

Following Roll Call Vote: Ayes:

Nos:

Absent:

Clerk/Secretary for the Governing Board
11 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

I. SAMPLE COST ESTIMATE FORM FOR DEVELOPMENT PROJECTS

All cost elements included should be consistent with the scope, site plan and CEQA documents.

Add and delete project elements as applicable to your project.

Project Elements (EXAMPLES ONLY)
Total
Project
Costs
General
Fund
Grant
Other
Funding
(if applicable)
Other
Funding
(if applicable)

NON-CONSTRUCTION COSTS
Direct Project Management Administration
Staff Time (direct costs only)
Incidental Charges Ineligible
Consultants
Subtotal – Direct Management
Planning, Design & Permitting
Staff Time (direct costs only)
Consultants
Permit Costs
Subtotal Planning, Design & Permitting
CEQA Compliance (if applicable)
Staff Time (direct costs only)
Consultants
Subtotal – CEQA
SUB-TOTAL Non-Construction Costs

CONSTRUCTION COSTS
Component X (Specify)
Component Y (Specify)
Component Z (Specify)
SUBTOTAL Construction Costs
Contingency

PROJECT GRAND TOTAL

Category listing should be detailed and customized to fit the project. Each Funding source, whether In-Kind or cash should have its own column. Specify In-Kind or cash in each column heading. The General Fund Grant and Other Funding Sources should sum to the Total Project Costs column. *All project expenditure documentation should be available for audit whether paid with grant funds or other funds. **Only direct project management costs are eligible, no overhead/indirect costs are reimbursable. In- service payroll may not include a “billable rate” or administrative cost allocation. 12 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

J. COST ESTIMATE FORM FOR ACQUISITON PROJECTS

(Complete one form for each separate escrow)
Project Title: Alchemist Public Market

Assessor’s Parcel Number(s)

Acreage
Indicate
Fee or
Easement

Willing Seller Name and
Address
00101110080000
00101110030000
00101110020000
00101110010000
.73 DFN, LLC
8656 Sparling Ln.

Dixon, CA 95620

ACQUISITION COST ESTIMATE

Total Cost*
General
Fund
Program
Grant
Other
Funding
Source
Alchemist
(CDC)
Other
Funding
Source
(Name)
Estimated Fair Market Value $475,000 $450,000 $25,000
Relocation Costs
Preliminary Title Reports, Appraisal 5,000 $5,000
Escrow Fees, Title Insurance, Closing Costs 1,800 $1,800 Surveying (limited to boundary line adjustments)
Direct Costs -Staff and Consultants (limited to
$10,000 per grant)**

State approval of appraisal, transaction
review, etc. (recommend budgeting $10,000)
$10,000 $10,000
Contingency (not to exceed 10% of grant)
Other (specify)
Grand Total $491,800 $450,000 $41,800
*All invoices and receipts for project expenditures from all funding sources will be retained and made available for state audit. **Only direct project management costs are eligible; no overhead/indirect costs are reimbursable. In-service payroll may not include a “billable rate” or administrative cost allocation.

Acquisition Schedule Approximate Date
Submit appraisal, purchase docs and title report to State April 2022 DGS Review of Appraisal April 2022 – May 2022
City submits Grant Deed language including public purpose use restriction to State for approval
May 2022
City and Alchemist execute Bridge Loan agreement June 2022 City advances funds into Escrow and records Deed of Trust June 2022 Submit recorded Grant Deed, Deed of Trust and remaining grant documents to State for approval
June 2022
City requests grant reimbursement for Escrow funds July 2022 *Grantee should submit evidence of progress on the acquisition within 6 months of grant execution. 13 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE

FOR GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

K. SAMPLE PROJECT TIMELINE

Activity Description Timeline
Preliminary work on the project July 2021 – September
2022
Submit CEQA documents Month 20XX
Submit final site design/plans/specifications September 2022 – December 2022
Submit evidence of bond acknowledgement sign Month 20XX Construction period January 2023 – August
2024
Submit Project Closeout package with final Payment
Request to State
Month 20XX
14 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR GENERAL FUND SPECIFIED

DEVELOPMENT AND ACQUISITION GRANT PROJECTS

L. PROPERTY DATA SHEET

Complete the Property Data Sheet listing each parcel included in the proposed project, as well as the owner(s) of each parcel. Indicate and attach all required documents* including any clarifying comments below. Attach additional sheets if necessary.

Owner Name

Assessor Parcel
Number(s)

Acreage

Indicate type of
ownership. For
acquisitions,
indicate type of
purchase.

For all parcels, indicate
*document used to
demonstrate ownership
and attach a copy of
each document-clearly
labeled with the APN -to
this document

If parcel(s) not owned by
Grantee(s) indicate *document
verifying long-term Permission
to Develop and maintain and
attach

Entity to perform O&M
# of years O&M to be performed
Fee Simple
Easement
Other
(describe)

Proof of Ownership (tax
bill, grant deed, etc.)
O&M
Agreement
Lease
JPA
Letter from
Owner
Other
(describe)
1 DFN LLC 00101110010000 .38 GRANT DEED/CORP.

DEED/GIFT DEED/JNT

TEN DEED
Purchas
e and
Sale
Agreem
ent

2 DFN LLC 00101110020000 .18 GRANT DEED/CORP.

DEED/GIFT DEED/JNT

TEN DEED
Purchas
e and
Sale
Agreem
ent

3 DFN LLC 00101110030000 .07 GRANT DEED/CORP.

DEED/GIFT DEED/JNT

TEN DEED
Purchas
e and
Sale
Agreem
ent

4 DFN LLC 00101110080000 .11 GRANT DEED/CORP.

DEED/GIFT DEED/JNT

TEN DEED
Purchas
e and
Sale
Agreem
ent

Comments: Alchemist CDC is in escrow on the site. Phase 1 environmental and preliminary site design is complete.

Total Number of Parcels: 4 Total Number of Acres: .74
15 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

M. ENVIRONMENTAL COMPLIANCE

Prior to approval and distribution of grant funds for construction/implementation, every proposed project shall comply with the California Environmental Quality Act, Division 13 (commencing with Section 21000; 14 California Code of Regulations section 15000 et seq. [“CEQA”]).

The State of California, acting through its administering agencies and departments, will typically act as a responsible agency for the purposes of CEQA. Therefore, prior to the State approving funding for a proposed project, one of the following must be submitted:
a. The Notice of Exemption filed with the County Clerk and State Clearinghouse (as applicable) if the proposed project is categorically or statutorily exempt, with the appropriate Public Resources Code section citation to the exemption(s) being relied upon by the lead agency.
b. The Negative Declaration or Mitigated Negative Declaration adopted by the lead agency and Initial Study, including a copy of the Environmental Checklist Form located in Appendix G of the CEQA Guidelines and the Notice of Determination filed with the County and with the State Clearinghouse. If the lead agency has adopted a Mitigated Negative Declaration, the grantee must also provide the adopted mitigation monitoring and reporting program*. c. The Final Environmental Impact Report certified and adopted by the lead agency with Initial Study, including a copy of the Environmental Checklist Form located in Appendix G of the CEQA Guidelines, the adopted mitigation monitoring and reporting program, and the Notice of Determination filed with the County and State Clearinghouse. Please include any State Clearinghouse Responses received by the grantee.
* For b and c, inclu de documentation the State of California Department of Fish and Wildlife CEQA fee was paid or is not applicable.
d. Projects that tier from a Programmatic, Master, or other Environmental Impact Report shall include a copy of any subsequent Initial Study for the proposed project together with a copy of any supplementary environmental documentation adopted by the lead agency, including, if applicable, any required findings pursuant to Public Resources Code section 21157.1, subdivision (c), and the Notice of Determination, filed with the County Clerk and with the State Clearinghouse, as applicable.

Pursuant to Section 75102 of the Public Resources Code 75102, before the adoption of a Negative Declaration or Environmental Impact Report, the lead Agency shall no tify the proposed action to a California Native American tribe, which is on the contact list maintained by the Native Heritage Commission, if that tribe has traditional lands located within the area of the proposed project.
16 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

N. PROJECT PERMIT/APPROVAL STATUS

Indicate the status of all federal, state, and local permits required for the project. Describe any potential delays due to p ermitting (indicate specific permits). If acquiring a long-term encroachment permit, submit evidence the entity with jurisdiction is aware of the project and is willing to work with Grantee to issue the permit.

This list is not all inclusive. It is Grantee’s responsibility to identify and obtain applicable permits.

Permitting Agency

Type of Requirement

Required
Applied
Acquired
Date
Expected
State Agencies:

California Department of Fish
and Wildlife Lake or Streambed Alteration Agreement (Section 1600)

California Department of Fish
and Wildlife
Incidental Take Permit or Consistency Determination (CESA) (California Endangered Species Act)

Department of Transportation Encroachment Permit

Coastal Commission Coastal Development Permit

Coastal Commission Letter of Consistency

Regional Water Quality Control
Board 401 Water Quality Certification or Waste Discharge Requirement

State Water Resources Control
Board Water Rights Permit

State Water Resources Control
Board General Industrial Storm Water Permit

State Lands Commission Permit (if using State owned property) State Office of Historic
Preservation
Section 106 Consultation with State Historic Preservation Officer (National Historic Preservation Act of 1986)

Federal Agencies
U.S. Fish and Wildlife Service
(USFWS)
Section 7 Consultation, Biological Opinion or Section 10 Permit (Endangered Species Act)

U.S. Army Corps of Engineers
(ACOE) Section 404 Permit (Clean Water Act)

U.S. Army Corps of Engineers Section 10 Permit (Rivers & Harbors Act of 1899)

U.S. Coast Guard / U.S. Army
Corps of Engineers Section 9 Permit (Rivers & Harbors Act of 1899)

U.S. National Resources
Conservation Service
Section 106 Consultation (National Historic Preservation Act of 1986)

National Marine Fisheries
Service (NMFS)
Section 7 consultation if federal nexus see ACOE, or Section 10 Permit

Local and Regional Planning Agencies
City/County Grading Permit

City/County Environmental Health Department

City/County Model Water Efficient Landscape Ordinance – Landscape Documentation Package

Central Valley Flood Protection
Board
Permission to Encroach on Waterways within Designated
Floodways

San Francisco Bay Conservation
and Development Commission

Any relevant permit

Tahoe Regional Planning
Agency Any relevant permit

Local Resource Conservation
District Consultation

Flood Control Districts Floodway & Hydrological Analysis Others (e.g.,CalRecycle, State
Contractors Board, etc.):

17 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

O. WILLING SELLER LETTER (ACQUISITIONS ONLY)

If a purchase option agreement has not been executed, acquisition projects must provide a willing seller letter from each person on the title. The letter must include the following information and be signed and dated by the legal owner(s) of each parcel to be acquired.

(Sample -- Willing Seller Letter)
Date:

To: California Natural Resources Agency

From: DFN, LLC

Re:

Parcel number(s): 00101110080000, 00101110030000, 00101110020000, 00101110010000 County: Sacramento County
Property Address: 341 N. 10th St. Sacramento, CA 95811

To Whom It May Concern:

This letter is provided to confirm that (DFN, LLC.), owner of the above referenced property, is a willing participant in the proposed real property transaction and willing to enter into negotiations for the sale of the real property for a purchase price not to exceed fair market value.

Acknowledged:

Signature of landowner (trustee, etc.) Date signed

Signature of landowner (trustee, etc.) Date signed
18 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

P. PAYEE DATA RECORD

Fillable form available online at: https://resources.ca.gov/grants/Grant-Program-Resources

19 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

20 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

Q. PAYMENT REQUEST INSTRUCTIONS

Before Submitting
 Check the Grant Agreement to confirm that any funding requirements outlined in the special provisions section have been fulfilled (e.g. agreements, CEQA compliance, signage, DGS review, etc.)
 Check that all costs are allowable.
a. Costs must be incurred within the project performance period outlined on the Grant Agreement cover page and/or subsequent amendments and must align with the cost estimate.
b. All costs must directly relate to the grant funded project (i.e. no overhead costs such as rent or utilities).

What to Include
 Payment Request Form filled out with original signature of authorized agent.  Payment Tracking Sheet filled in with amounts for the current request.  Project Expenditure Form, Grantee Labor Cost Form, and Equipment Cost Form (as applicable). Descriptions should clearly tie to the line items on the payment tracking sheet, as well as the backup documentation.
 Proof of time worked/services rendered for each item listed on the above forms a. For contracted labor or materials, include copies of invoices or receipts.  If an invoice is to be only partially reimbursed with grant funds, the portion allocated to the grant should be clearly marked.
b. For mileage include a log kept by employees documenting date, hours and destinations related to the grant project. Provide documentation of policy to support rate used. c. For equipment, include the schedule showing the rate as well as a log showing the days and hours the equipment was used for this project and by whom. d. For in house labor, include documentation of hours worked on the project and hourly rate.  Send timesheets detailing the days and number of hours each employee who worked on the project.
 Fill out the Employee Compensation Chart to demonstrate the rate being charged.  With first request or when rates change, submit copies of pay stubs that show the employee’s pay rate or salary (may redact personal information).  Only salary plus benefits are eligible. No indirect rates or overhead costs may be folded into the hourly rate. No billable rates may be used.
 Proof of payment showing that payment was made for each cost. Examples include:
a. Copy of both sides of a cancelled check (and breakdown if check is for multiple invoices) b. Copy of bank statement with cleared checks and/or Electronic Fund Transfer’s (EFT) highlighted
c. Invoice stamped “Paid” by the vendor/contractor
d. Pre-paid card Statement showing credit remaining after particular project charge e.g., pre- paid photo copier card
e. Credit card Statement showing payment made accompanied with original credit card receipt listing specific charges. Must also include proof that the credit card was paid off. f. For purchase of real property: copy of Final Buyer’s Closing Statement g. For grantee personnel services one of the following:
21 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

 Chief Financial Officer’s signature on the certification on the Grantee Labor Cost Form  Payroll stubs or payroll service printout for each pay period  Signed acknowledgement from employees regarding receipt of paychecks for a specific time period

Advances - Advances are allowed to assist with cash flow for outside consultants, contractors, materials, etc. In-house labor costs are not eligible for advances. The amount of the advance is determined based on need. Once an advance is reconciled, Grantee may seek another. Contact the project grants administrator to request an advance and protocol for administering.

FOR ADVANCE TO ESCROW FOR ACQUISITION PROJECTS
To request money to be advanced to escrow, submit the following:
 Payment Request Form for the amount of the grant budgeted to Fair Market Value of the property
 Evidence of Willing Seller
 Letter requesting funds be deposited to escrow on Grantee’s letterhead containing the following:
a. Name and address of Grantee
b. Number of Grant Agreement
c. Dollar amount of disbursement requested
d. Name, address, and telephone number of the title company or escrow holder, and the escrow account number to which the grant funds will be disbursed e. A statement by the Grantee that all funds needed for completion of acquisition of the real property (or conservation easement) have been secured and have been or will be deposited into escrow at or about the same date as the requested grant funds f. Anticipated close of escrow date
 Payee Data Record for the escrow company

Final Payments - Final retention will not be released until all closeout documents (in addition to regular payment request documents if applicable) have been received. This includes:
a. Summary of Expenditures from all Project Funding Sources b. Certification of Completion Form
c. Notice of Completion (if applicable)
d. Recorded MOUGA/Deed Restriction (if applicable)
22 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

Contact your Grant Administrator for further clarification or questions.

Helpful Hints
 Organize documentation in an easy to follow format (i.e. chronologically) with related information together and relevant information marked. Include any necessary explanations or notes to clarify certain documentation.
 Bill for the full amount and Agency will take out the retention of 10% for reimbursements.

Retention will be released at closeout.
 Ensure numbers match (e.g. check numbers, amounts on fo rms and back up documentation, etc.) and that they are accurately calculated. Everything must add up to the penny.

All payment forms and these instructions can be found on our website here:
http://resources.ca.gov/grants/project-administration-forms/ 23 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

R. STATE AUDIT AND ACCOUNTING REQUIREMENTS

Contact your assigned Grant Administrator for questions about the following requirements:

Accounting Requirements
Grantees must use accounting practices that:
 Provide accounting data that clearly records costs incurred on the project and accurately reflects fiscal transactions, with the necessary controls and safeguards.

 Provides a good audit trail, including original source documents such as purchase orders, receipts, progress payments, invoices, employee paystubs and time cards, evidence of payment, etc.

 Provides accounting data so the total cost of each individual project can be readily determined.

Accounting Rules for Employee Services (force account labor) Grantees must follow these accounting practices for employee services:
 Maintain time and attendance records as charges are incurred, identifying the employee through a name or other tracking system, and that employee’s actual time spent on the project.
 Time estimates for work performed on the project are not acceptable.  Time sheets that do not identify the specific employee’s time spent on the project are not acceptable.  Costs of the salaries and wages must be calculated according to the grantee’s wage and salary scales, and may include employer paid benefit costs such as “workers’ compensation.”  Overtime costs may be allowed under the g rantee’s established policy, provided that the regular work time was devoted to the same project.

State Audit
 All projects are subject to an audit by the State of California, Department of Finance within three (3) years following the final payment of grant funds. If the project is selected for an audit, the grantee will be contacted in advance. The audit shall include all books, papers, accounts, documents, canceled checks or other records of the grantee, as they relate to the project for which the funds were granted.
 The grantee must retain the project records for a period of three (3) years and one (1) year following an audit. All documents must be readily available, and an employee with knowledge of the project must be available to assist the auditor. The Grantee must provide a copy of any document, paper, record, or the like, requested by the auditor. 24 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

Documents Required for the Department of Finance Audit

Please have the following documents, files, records, and other resources available for the Department of Finance during their audit of the grant.

Internal Controls:

1. Grantee's organization charts.

2. Written internal procedures and flowcharts for the following procedures:
a. Grantee's receipts and deposits
b. Grantee's disbursements
c. Grantee's invoice preparation

3. Audit reports covering the Grantee's internal control structure and/or expenditures within the last two years.

Contracts:

1. Original contract between the Grantee and the State, including any amendments.

2. All contract documents between the Grantee and any subcontractors.

3. Listing of all active or completed contracts funded by Proposition 12, 13, 40, and 50.

Budgets:

1. Budget modification documents.

Invoices:

1. Invoices from the Grantee to the State for payments made under the grant.

2. Invoices from the subcontractors to the Grantee for payments made under the grant.

3. All supporting documentation associated with the above invoices.

Cash Documents:

1. Receipts showing payments received from the State.

2. Deposit slips showing deposit of the payments received from the State.

3. Canceled checks or disbursement documents showing payments made to vendors for contract disbursements.

4. Bank statements showing the deposit of the receipts and interest earned on any monies held by the Grantee.

Accounting Records:

1. Ledgers showing entries for cash receipts and cash disbursements.

Travel/Per Diem:

1. Grantee travel policies.

2. Travel claims for travel costs charged to the contract organized by the Grantee Invoice on which the travel was charged.

3. Mileage logs, if mileage for grantee employees claimed and paid with Grant funds.

Project Files:

1. All supporting documentation maintained in the project files. 25 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

S. SAMPLE GRANT AGREEMENT

STATE OF CALIFORNIA NATURAL RESOURCES AGENCY

GRANT AGREEMENT
Grantee Name: Insert Here

Project Title: Insert Here

Agreement Number: XXXXXX-0

Authority: Budget Act of 2021 (Chapters 21, 69, and 240, Statutes of 2021)

Program: General Fund Specified Grant Projects

PROJECT DESCRIPTION

Brief Project Description

A detailed project scope and activities, project schedule and project budget are described and attached hereto as Exhibit A.

Grant Funds are to be used to support capital asset projects in accordance with the provisions contained in the Procedural Guide for General Fund Specified Grant Projects and this Agreement.

TERMS AND CONDITIONS OF GRANT

Special Provisions

Special Provisions, if applicable. EXAMPLES ONLY: (see other Sample Special Provisions in B&G/Procedures– Various/Preparation of Grant Agreement)

1. The Grantee may be required to record Deed Restrictions, incorporating by reference this Grant Agreement and giving public notice that the Grantee received funds under this Agreement in order to assist Grantee in acquiring or developing the real property and that, in consideration for the receipt of the Grant Funds, the Grantee has agreed to the terms of this Agreement.

2. As a condition precedent to the State’s obligation to deposit funds into escrow or to provide rei mbursement related to the Acquisition, the Grantee shall have obtained approval of the language contained in the grant deed by the Natural Resources Agency. Said deed shall include the State’s required protections, restrictions of use and subsequent transfer requirements.

3. The State Department of General Services (DGS) may review and approve in writing all documents pertaining to the Grantee’s Acquisition of real property, including any preliminary title reports, agreements for purchase and sale, escrow instructions and the instruments of conveyance prior to the release of any Grant Funds. Such review and approval by the State shall be timely and shall not be unreasonably withheld.

4. DGS shall review and approve in writing the appraisal of the real property.

5. The Grantee agrees to pay DGS directly the amount invoiced by DGS for services rendered for its review of the appraisal, transaction review, or other related activities as described above. Should the Grantee fail to pay DGS, the State is authorized to pay DGS by directly transferring from the Grant Funds the amount invoiced by DGS. The State will notify the Grantee at the time of the transfer and provide a copy of the appraisal review letter and invoice upon receipt.
26 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

6. Insert if more than one escrow is anticipated: The Grantee agrees that all parcels to be acquired by this project will have concurrent escrows.

7. Insert if the Grantee is a nonprofit: If the Grantee is a nonprofit organization and ceases to exist, all of its rights, title and interest in the real property shall vest in the State of California. The State may, at its discretion, identify an appropriate public or private entity to accept the right, title and interest in the real property in lieu of the State.

8. If Grantee is a federally recognized Indian Tribe replace Section F below with the following: Grantee’s Limited Waiver of Sovereign Immunity and Hold Harmless

a. The Parties acknowledge that Grantee is a federally recognized Indian tribe and, as such, possesses sovereign immunity from suit. Nothing in this Grant Agreement is or shall be deemed to be a waiver of Grantee’s sovereign immunity from suit, which immunity is expressly asserted, except for the limited waiver set forth in this section.

b. Limited Waiver of Sovereign Immunity and hold harmless. Notwithstanding any other provision in this Agreement (including, without limitation, any provision of any Exhibit incorporated in this Agreement by reference) to the contrary, nothing in this Agreement shall be deemed to be a g eneral waiver of Grantee’s sovereign immunity from suit, which immunity is expressly asserted. Provided, however, that Grantee hereby expressly, unequivocally, and irrevocably provides a limited waiver of sovereign immunity from suit to allow the Natural Resources Agency to exercise all of its rights under the terms of this Agreement, and Grantee consents to suit in any court of the State of California for any claim to interpret or to enforce this Agreement. This shall include the right to contribution for loss of damage to persons or property arising from, growing out of or in any way connected with or incident to this Agreement, except claims arising from the gross negligence of State, its officers, agents and employees.

c. Grantee shall indemnify, hold harmless State, its officers, agents and employees in perpetuity against any and all claims, demands, damages, costs, expenses or liability costs arising out of the Project, which claims, demands or causes of action arise under Government Code Section 895. 2 or otherwise, including but not limited to items to which the Grantee has certified, except for liability arising out of the gross negligence of State, its officers, agents or employees. Grantee acknowledges that it is solely responsible for compliance with items to which it has certified. Under this indemnification provision, Grantee shall not be responsible for defending State in court but shall reimburse for actual invoiced costs associated with the defense.

Grantee and State agree that in the event of judgment entered against the State and Grantee because of the gross negligence of the State and Grantee, their officers, agents or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment.

9. If Planned transfer of property : The State is aware of and approves a subsequent conveyance of the property to the Long-Term Landowner Name . Such approval is contingent, however, upon the Long-Term Landowner Name’s written commitment to:

a. Accept title to the property, and

b. Provide for the long-term operations and maintenance of the property for the uses intended by this grant program as specified in the grant agreement.

10. As conditions precedent to the State’s obligation to make any construction or acquisition funding available pursuant to this Agreement, Grantee shall first provide evidence of compliance with CEQA by XX/XX/20XX.

11. Insert if nonprofit: If the Grantee is a nonprofit organization and ceases to exist, all of its rights, title and interest in the real property shall vest in the State of California. The State may, at its discretion, identify an appropriate public or private entity to accept the right, title, and interest in the real property in lieu of the State.

12. Insert if grantee has not yet obtained land tenure/site control : As conditions precedent to the State’s obligation to make any funding available pursuant to this Agreement, Grantee shall first provide evidence of adequate land tenure and evidence that the project will be operated and maintained for a minimum of years satisfactory to the State for all land to be improved under this Agreement. 27 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

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General Provisions

A. Definitions

1. The term "Act" means Budget Act of 2021 (Chapters 21, 69, and 240, Statutes of 2021).

2. The term “Acquisition” means obtaining a fee interest or any other interest, including easements, leases, and development rights.

3. The term “Agreement” means this Grant Agreement.

4. The term “Application” means the Project Information Package and any applicable materials supplied by grantee to the State pursuant to the Application Guidelines.

5. The term “Application Guidelines” means the Procedural Guide for General Fund Specified Grant Projects.

6. The term “Developmen t” means improvement, rehabilitation, restoration, enhancement, preservation, protection and interpretation or other similar activities.

7. The term “Fair Market Value” means the value placed upon the property as supported by an appraisal that has been reviewed and approved by the California Department of General Services (DGS).

8. The term “Grant” or “Grant Funds” means the money provided by the State to the Grantee in this Agreement.

9. The term “Grant Agreement” means a contractual arrangement between the State and Grantee specifying the payment of funds by the State for the performance of specific project objectives within a specific project performance period by the Grantee.

10. The term "Grantee" means an entity who has a signed agreement for grant funds.

11. The term “Interpretation” means visitor -serving amenities that communicate the significance and value of natural, historical, and cultural resources in a manner that increases the understanding and enjoyment of these resources, or other similar activities.

12. The term “Other Sources of Funds” means cash or in-kind contributions that are required or used to complete the project beyond the grant funds provided by this Agreement.

13. The term “Payment Request Form” means Form RA212.

14. The term "Project" means the acquisition or development activity described in the Application as modified by Exhibit A to be accomplished with grant funds.

15. The term “Project Budget” means the State approved cost estimate included as Exhibit A to this Agreement.

16. The term “Project Scope” means the description or activity for work to be accomplished by the project.

17. The term “Public Agency” means any State of California department or agency, a county, city, public district, or public agency formed under California law.

18. The term "State" means the Secretary for California Natural Resources or his/her representatives, or other political subdivision of the State.

B. Project Execution

1. Subject to the availability of funds in the Act, the State hereby grants to the Grantee a sum of money (Grant Funds) not to exceed the amount stated on the signature page in consideration of and on condition that the 28 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

sum be expended in carrying out the purposes as set forth in the description of project in this Agreement and its attachments and under the Terms and Conditions set forth in this Agreement.

2. Grantee shall furnish any and all additional funds that may be necessary to complete the project.

3. Grantee shall complete the project in accordance with the Project Performance Period set forth on the signature page, unless an extension has been formally granted by the State and under the Terms and Conditions of this Agreement. Extensions may be requested in advance and will be considered by State, at its sole discretion, in the event of circumstances beyond the control of the Grantee, but in no event beyond March 1, 2026.

4. Grantee shall at all times ensure that project complies with the California Environmental Quality Act (CEQA) (Public Resources Code, Division 13, commencing with section 21000, et. seq., Cal Code Regs tit. 14, section 15000 et. seq.) and all other environmental laws, including but not limited to obtaining all necessary permits. Grant funds will not be disbursed before the close of the period for legal challenge under CEQA.

Grant funds for planning and document preparation may be available sooner if included in the grant project scope (Exhibit A) and approved by the State. CEQA compliance shall be completed within one (1) year from the Grant Agreement start date, unless an extension is granted by the State.

Changes to the scope resulting from CEQA compliance are permitted provided the State determines that the project continues to meet all objectives of the General Fund Specified Grant Project and is consistent with the intent cited in the original Application.

If a grantee's project is disapproved on grounds related to the California Natural Resource Agency's CEQA determination, the grantee shall have the option of either: (1) reimbursing the Natural Resources Agency for all state-reimbursed preliminary costs (e.g., planning, design, etc.), or (2) relinquishing any planning/design documents, including all copies, reproductions, and variations resulting from said funding, without a license to use or otherwise retain in any form.

5. Projects must comply with any applicable laws pertaining to prevailing wage and labor compliance.

6. Grantee certifies that the project does and will continue to comply with all current laws and regulations which apply to the project, including, but not limited to, legal requirements for construction contracts, building codes, environmental laws, health and safety codes, and disabled access laws. Grantee certifies that, prior to commencement of construction; all applicable permits and licenses (e.g., state contractor’s license) will have been obtained.

7. Grantee shall provide access by the State upon 24-hours’ notice to determine if project work is in accordance with the approved project scope, including a final inspection upon project completion.

8. Grantee agrees to comply with all applicable state and local laws or ordinances that apply to relocation and real property acquisition by Public Agencies.

9. Lands acquired with Grant Funds from this Agreement shall be acquired from a willing seller of the land at a price not to exceed Fair Market Value. Any acquisition of Project lands by Grantee following award shall not involve eminent domain proceedings or threat of eminent domain proceedings.

10. Prior to the commencement of any work, Grantee agrees to submit in writing to the State for prior approval any deviation from the original project scope per Exhibit A and the Application. Changes in project scope must continue to meet the need cited in the original Application or they will not be approved. Any modification or alteration in the project as set forth in the Application on file with the State must be submitted to the State for approval. Any modification or alteration in the project must also comply with all current laws and regulations, including but not limited to CEQA.

11. Grantee shall provide for public access and/or educational features where feasible.

12. Grantee must have (1) fee title, (2) leasehold, or (3) other interest to project lands and demonstrate to the satisfaction of the State that the proposed project will provide public benefits that are commensurate with the type and duration of the interest in land.
29 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

GENERAL FUND SPECIFIED DEVELOPMENT AND ACQUISITION GRANT PROJECTS

13. Grantee shall promptly provide photographs of the site during and after implementation of project at the request of the State.

C. Project Costs

1. Any Grant Funds provided to Grantee under this Agreement for Acquisition of real property will be disbursed for eligible costs as follows, but shall not exceed in any event the amount set forth on the signature page of this Agreement:

a. The State approved purchase price, together with the State approved costs of Acquisition, within sixty (60) days of close of escrow. All disbursements are subject to up to ten percent (10%) withhold pending Project completion, the final close-out site visit by the State, completion of the conditions described in Sections 3, D.6 and D.7 below and all Special Conditions set forth in this Agreement.

b. Costs of obtaining approval of the purchase price and transaction review from the DGS. The amount disbursed by the State in any event shall not exceed the amount set forth on the signature page of this Agreement. The remainder of the Grant Funds, if any, shall be available on a reimbursable basis.

2. Requests for advance payment of Grant Funds into escrow must be submitted via a completed Payment Request Form and be accompanied by a letter requesting funds be deposited to escrow on the Grantee’s letterhead, containing all of the following:

a. Name and address of Grantee.

b. Number of Agreement.

c. Dollar amount of disbursement requested.

d. Name, address and telephone number of the title company or escrow holder, and the escrow account number to which the Grant Funds will be disbursed.

e. A statement by Grantee that all funds (exclusive of the Grant Funds to be provided under this Agreement) needed for completion of Acquisition of the real property have been secured and have been or will be deposited to escrow at or about the same date as the requested Grant Funds. In making this statement, Grantee shall be entitled to reasonably rely on the representations of the transferor of the real property.

f. Anticipated close of escrow date.

The letter shall be accompanied by a Payee Data Record (Form 204) completed for and by the escrow company.

3. Requests for payment of Grant Funds on a reimbursable basis for Acquisitions shall include all of the following:

a. Complete Payment Request Form.

b. Buyer’s closing statement.

c. Copies of recorded Memoranda of Unrecorded Grant Agreement/Deed Restrictions.

d. Policy of title insurance.

e. Project Certification Form (if the Project is complete and payment in full is requested).

f. Evidence of compliance with signage requirement.

g. Summary report of final total Project expenditures.
30 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

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4. Grant funds provided to Grantee under this Agreement for Development will be disbursed for eligible costs, on a reimbursement basis, as follows, but shall not exceed in any event the amount set forth on the signature page of this Agreement:

a. Approved direct management costs or construction and development costs. Up to ten percent (10%) of the reimbursement amount will be held back and issued as a final payment upon completion of the project.

b. Remaining Grant Funds shall be paid up to the total amount of the Grant Funds or the actual Project cost, whichever is less, upon completion of the Project, receipt of a detailed summary of Project costs from the Grantee found to be satisfactory by the State, and the satisfactory completion of a site inspection by the State.

c. Advance payments may be made at the discretion of the State.

d. Grantee agrees to use any Grant Funds advanced by the State under the terms of this Agreement solely for the Project herein described.

5. Payment Documentation:

a. All payment requests must be submitted using a completed Payment Request Form. This form must be accompanied by an itemized list of all expenditures that clearly documents the check numbers, dates, recipients, line-item description as described in the project budget approved by the State and amounts.

Each payment request must also include proof of payment such as receipts, paid invoices, canceled checks or other forms of documentation demonstrating payment has been made.

b. Any payment request that is submitted without the required itemization and documentation will not be authorized. If the payment request package is incomplete, inadequate or inaccurate, the State will inform the Grantee and hold the payment request until all required information is received or corrected. Any penalties imposed on the Grantee by a contractor, or other consequence, because of delays in payment will be paid by the Grantee and is not reimbursable under this Agreement.

6. Grant funds in this award have a limited period in which they must be expended. Grantee expenditures funded by the State must occur within the time frame of the Project Performance Period as indicated in this Agreement.

7. The State reserves the right to request reimbursement of any funds spent on the project, even funds deemed eligible costs, if the project is not completed in accordance with the Grant Agreement and the guidelines.

8. Except as otherwise provided herein, the Grantee shall expend grant funds in the manner described in the Exhibit A approved by the State. The total dollars of a category in the project budget may be increased by up to ten percent (10%) through a reallocation of funds from another category, without approval by the State.

However, the Grantee shall notify the State in writing when any such reallocation is made and shall identify both the item(s) being increased and those being decreased. Any cumulative increase or decrease of more than ten percent (10%) from the original budget in the amount of a category must be approved by the State. In any event, the total amount of the grant funds may not be increased, nor may any adjustments exceed the limits for management costs as described in the Application Guidelines.

D. Project Administration

1. Grantee shall promptly provide project reports and/or photographs upon request by the State. In any event Grantee shall provide the State a report showing total final project expenditures with the final payment request and required closing documents.

2. Grantee shall make property and facilities acquired or developed pursuant to this Agreement available for inspection upon request by the State.

3. Grantee shall use any income earned by the Grantee from use of the project to further project purposes, or, if approved by the State, for related purposes within the jurisdiction. 31 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

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4. If Grant Funds are advanced, the Grantee shall place these Funds in a separate interest -bearing account, setting up and identifying such account prior to the advance. Interest earned on Grant Funds shall be used on the Project, as approved by the State. Any overpayment of Grant Funds in excess of final project costs shall be returned to the State within sixty (60) days of completion of the Project or the end of the Project performance period as shown on the signature page, whichever is earlier.

5. Grantee shall submit all documentation for project completion, including a notice of completion as applicable and final reimbursement within ninety (90) days of project completion, but in no event any later than March 1, 2026.

6. Final payment is contingent upon State verification that project is consistent with project scope as described in Exhibit A, together with any State approved amendments.

7. This Agreement may be amended by mutual agreement in writing between Grantee and State. Any request by the Grantee for amendments must be in writing stating the amendment request and reason for the request.

The Grantee shall make requests in a timely manner and in no event less than sixty (60) days before the effective date of the proposed amendment.

8. Grantee must report to the State all sources of other funds for the project.

E. Project Termination

1. The State reserves the right to terminate a Grant Agreement for any reason at any time. There are no vested rights or entitlements to funding that a Grantee can or should rely upon, and once a notice of termination is provided to the Grantee, only authorized and eligible work prior to that notification of termination will be paid by the State.

2. Prior to the completion of project construction, either party may terminate this Agreement by providing the other party with thirty (30) days’ written notice of such termination. The State may also terminate this Grant Agreement for any reason at any time if it learns of or otherwise discovers that there is a violation o f any state or federal law or policy by Grantee which affects performance of this or any other grant agreement or contract entered into with the State.

3. If the State terminates without cause the Agreement prior to the end of the Project Performance Period, the Grantee shall take all reasonable measures to prevent further costs to the State under this Agreement. The State shall be responsible for any reasonable and non -cancelable obligations incurred by the Grantee in the performance of the Agreement prior to the date of the notice to terminate, but only up to the undisbursed balance of funding authorized in this Agreement.

4. If the Grantee fails to complete the project in accordance with this Agreement, or fails to fulfill any other obligations of this Agreement prior to the termination date, the Grantee shall be liable for immediate repayment to the State of all amounts disbursed by the State under this Agreement, plus accrued interest and any further costs related to the project. The State may, at its sole discretion, consider extenuating circumstances and not require repayment for work partially completed provided that the State determines it is in the State’s best interest to do so. This paragraph shall not be deemed to limit any other remedies available t o the State for breach of this Agreement.

5. Failure by the Grantee to comply with the terms of this Agreement or any other agreement under the Act may be cause for suspension of all obligations of the State hereunder.

6. Failure of the Grantee to comply with the terms of this Agreement shall not be cause for suspending all obligations of the State hereunder if, in the judgment of the State, such failure was due to no fault of the Grantee. At the discretion of the State, any amount required to settle at minimum cost any irrevocable obligations properly incurred shall be eligible for reimbursement under this Agreement.

7. Because the benefit to be derived by the State, from the full compliance by the Grantee with the terms of this Agreement, is the for the purposes as stated in the Application for the people of the State of California, and because such benefit exceeds to an immeasurable and unascertainable extent the amount of money furnished by the State by way of grant funds under the provisions of this Agreement, the Grantee agrees that 32 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

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payment by the Grantee to the State of an amount equal to the amount of the grant funds disbursed under this Agreement by the State would be inadequate compensation to the State for any breach by the Grantee of this Agreement. The Grantee further agrees therefore, that the appropriate remedy in the event of a breach by the Grantee of this Agreement shall be the specific performance of this Agreement, unless otherwise agreed to by the State.

F. Hold Harmless

1. Grantee shall waive all claims and recourses against the State, including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this Agreement, except claims arising from the gross negligence of State, its officers, agents and employees.

2. Grantee shall indemnify, hold harmless and defend State, its officers, agents and employees in perpetuity against any and all claims, demands, damages, costs, expenses or liability costs arisi ng out of the project, including development, construction, operation or maintenance of the property described in the project description which claims, demands or causes of action arise under Government Code Section 895.2 or otherwise, including but not limited to items to which the Grantee has certified, except for liability arising out of the gross negligence of State, its officers, agents or employees. Grantee acknowledges that it is solely responsible for compliance with items to which it has certified.

3. Grantee and State agree that in the event of judgment entered against the State and Grantee because of the gross negligence of the State and Grantee, their officers, agents or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment.

G. Financial Records

1. Grantee shall maintain satisfactory financial accounts, documents and records for the project and to make them available to the State for auditing at reasonable times. Grantee shall also retain such financial accounts, documents, and records for three (3) years after final payment and one (1) year following an audit.

2. Grantee agrees that during regular office hours, the State and its duly authorized representatives shall have the right to inspect and make copies of any books, records or reports of the Grantee pertaining to this Agreement or matters related thereto. Grantee shall maintain and make available for inspection by the State accurate records of all of its costs, disbursements, and receipts with respect to its activities under this Agreement.

3. Grantee shall use applicable Generally Accepted Accounting Principles, unless otherwise agreed to by the State.

H. Use of Facilities

1. The real property (including any portion of it or any interest in it) may not be sold or transferred without the written approval of the State of California, acting through the Natural Resources Agency, or its successor, provided that such approval shall not be unreasonably withheld as long as the purposes for which the grant was awarded are maintained.

2. Grantee shall maintain, operate, and use the project in fulfillment of the purpose funded pursuant to this grant for a minimum of XXXXXXX (XX) YEARS, consistent with the Land Tenure/Site Control requirements included in the Application Guidelines. The Grantee, or the Grantee’s successor in interest in the property, may assign without novation the responsibility to maintain and operate the property in accordance with this requirement only with the written approval of the State. Grantee may be excused from its obligations for operation and maintenance of the project site only upon the written approval of the State for good cause. “Good cause” includes, but is not limited to, natural disasters that destroy the project improvements and render the project obsolete or impracticable to rebuild.

3. Grantee shall use the property for the purposes for which the grant was made and shall make no other use or sale or other disposition of the property. This Agreement shall not prevent the transfer of the property 33 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

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from the Grantee to a Public Agency, if the successor public agency assumes the obligations imposed by this Agreement.

4. If the use of the property is changed to a use that is not permitted by the Agreement, or if the property is sold or otherwise disposed of, at the State’s sole discretion, an amount equal to (1) the amount of the Grant (2) the Fair Market Value of the real property, or (3) the proceeds from the sale o r other disposition, whichever is greater, may be reimbursed to the State. If the property sold or otherwise disposed of is less than the entire interest in the property funded in the Grant, an amount equal to either the proceeds from the sale or other disposition of the interest or the Fair Market Value of the interest sold or otherwise disposed of, whichever is greater, shall be reimbursed to the State.

5. The Grantee shall not use or allow the use of any portion of the real property for mitigation witho ut the written permission of the State.

6. The Grantee shall not use or allow the use of any portion of the real property as security for any debt.

I. Nondiscrimination

1. During the performance of this grant, grantee and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or reasonable accommodation. Grantee and subcontractors shall ensure that the evaluation and treatment of all persons, and particularly their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs, tit. 2, §7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, §12990 (a)–(f), are incorporated into this grant by reference and made a part hereof as if set forth in full (Cal. Code Regs, tit. 2, §7285.0 et seq.).

Grantee shall include this non-discrimination and compliance provisions of this clause in all subcontracts to perform work under the grant.

2. The Grantee shall not discriminate against any person on the basis of residence except to the extent that reasonable difference in admission or other fees may be maintained on the basis of residence and pursuant to law.

3. The completed project and all related facilities shall be open to members of the public generally, except as noted under the special provisions of this Agreement or under provisions of the Act.

J. Application Incorporation

The Grant Guidelines and the Application and any subsequent changes or additions to the Application approved in writing by the State are hereby incorporated by reference into this Agreement as though set forth in full in this Agreement.

K. Severability

If any provision of this Agreement or the Application thereof is held invalid, that invalidi ty shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable.

L. Waiver

No term or provision hereof will be cons idered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to, waiver of or excuse of any other, different, or subsequent breach by either party. 34 ATTATCHMENT 4 - EXHIBIT B TO ALCHEMIST GRANT RESOLUTION: PROCEDURAL GUIDE FOR

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M. Assignment

Except as expressly provided otherwise, this Agreement is not assignable by the Grantee either in whole or in part.

N. Disputes

If the Grantee believes that there is a dispute or grievance between Grantee and the State arising out of or relating to this Agreement, the Grantee shall first discuss and attempt to resolve the issue informally with the Agency Grants Administrator. If the issue cannot be resolved at this level, the Grantee shall follow the following procedures:

1. If the issue cannot be resolved informally with the Agency Grants Administrator, the Grantee shall submit, in writing, a grievance report together with any evidence to the Deputy Assistant Secretary for Bonds and Grants for the California Natural Resources Agency. The grievance report must state the issues in the dispute, the legal authority, or other basis for the Grantee’s position and the remedy sought. Within ten (10) working days of receipt of the written grievance report from the Grantee, the Deputy Assistant Secretary shall make a determination on the issue(s) and shall respond in writing to the Grantee indicating the decision and reasons therefore. Should the Grantee disagree with the Deputy Assistant Secretary’s decision, the Grantee may appeal to the Assistant Secretary for Administration and Finance for the Natural Resources Agency.

2. The Grantee must submit a letter of appeal to the Assistant Secretary explaining why the Deputy Assistant Secretary’s decision is unacceptable. The letter must include, as an attachment, copies of the Grantee’s original grievance report, evidence originally submitted, and response from the Deputy Assistant Secretary.

The Grantee’s letter of appeal must be submitted within ten (10) working days of the receipt of the Deputy Assistant Secretary’s written decision. The Assistant Secretary or designee shall, within twenty (20) working days of receipt of Grantee’s letter of appeal, review the issues raised and shall render a written decision to the Grantee. The decision of the Assistant Secretary or designee shall be final.

O. Audit Requirements

Grant projects are subject to audit by the State annually and for three (3) years following the final payment of grant funds. The audit shall include all books, papers, accounts, documents, or other records of the Grantee, as they relate to the project for which the grant funds were granted.

RESOLUTION NO.

Adopted by the Sacramento City Council

Alchemist CDC Site Acquisition Project Budget and Loan Agreement

BACKGROUND

A. The State of California awarded $35,298,984 to the City of Sacramento in grant funds for various City and community projects through Senate Bill (SB) 170, Chapter 240, which makes appropriations for the support of local government programs.

B. On October 12, 2021, the City Council adopted Resolution 2021-0301 authorizing the City Manager or his designee to accept the $35,298,984 for these projects and to take the necessary budgetary action to account for the funds, with the caveat that Assemblymember McCarty would allocate $13,500,000 n funds designated for “community reinvestment” and staff would return to City Council for necessary budgetary action once these projects were identified.

C. Assemblymember McCarty allocated $450,000 of community reinvestment funds to the City of Sacramento to assist Alchemist CDC (Alchemist) in acquiring four contiguous parcels (001-0111-001, -002, -003, -008) totaling 0.74 acres of undeveloped land at 341 N. 10th Street for development of a Public Market.

D. Alchemist’s future Public Market would be a critical community asset to the redeveloping River District. Located one block from Mirasol Village and less than a mile from Township 9 and the Railyards development, the Public Market would provide a vibrant community gathering space, entrepreneurial and employment opportunities, and access to healthy foods for nearby residents.

E. The State of California’s Natural Resources Agency (CNRA) is making grant funding for Alchemist’s site acquisition available to the City through a local assistance specified grant.

These grant funds will not be available for use until August 2022 at the earliest.

F. Alchemist executed a purchase and sale agreement for the property on July 13, 2021, for the agreed upon price of $475,000. Alchemist has exercised two 60-day escrow extensions while awaiting grant funds. The latest extension expires on June 17, 2022, and the seller is not amendable to a further extension.

G. To facilitate Alchemist’s acquisition of the property by the closing date, the City will make a $450,000 loan to Alchemist to cover the remaining sales price and closing costs. Funds for the loan would be appropriated from the Innovation and Growth Fund (2031) to the newly created Alchemist Public Market Project.

H. Alchemist’s obligation to repay the loan will be extinguished if CNRA provides the City with $450,000 in grant funds. If CNRA does not approve the grant, Alchemist is obligated to repay the loan at zero percent interest at end of two years. Alchemist will provide the City with a $450,000 promissory note and a deed of trust on the property to secure its obligation to repay the loan if the City does not receive $450,000 in grant funds from CNRA.

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

Section 1. The City Manager or the City Manager’s designee is authorized to establish the Alchemist Public Market Project (I02180610).

Section 2. The City Manager or the City Manager’s designee is authorized to establish the expenditure and revenue budgets in the amount of $450,000 in the Innovative and Growth Fund (Fund 2031).

Section 3. The City Manager or the City Manager’s designee is authorized to transfer $450,000 from the available fund balance of the Innovation and Growth Fund (Fund 2031) to the Alchemist Public Market Project (I02180610).

Section 4. The City Manager or City Manager’s designee is authorized to execute a Loan Agreement with Alchemist CDC for an amount not to exceed $450,000; the Loan Agreement is included as Exhibit A and is part of this Resolution.

Table of Contents:

Exhibit A: Loan Agreement

Sacramento City CouncilMay 31, 2022

Sacramento City Council
May 31, 2022