Alameda City Council
July 5, 2023

SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this __ day of _________, 2023 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and FiCentive, Inc., a subsidiary of Usio, Inc., whose addr ess is 3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231 (“Provider”), in reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validl y existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Financial Partner for the City’s Guaranteed Income Pilot Program. City staff issued an RFP on August 8, 2022 and after a submittal period of 30 days received six (6) timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs.

C. Provider possesses the skill, experience, ability, background , certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

D. Whereas, the City Council authorized the City Manager to exec ute this agreement on ___________________.

E. The City and Provider desire to enter into an agreement for U SIO, Inc. to serve as the Financial Partner for the City of Alameda’s Guaranteed Income Pilot Program, upon the terms and conditions herein.

AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are inc orporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the ___ day of ___ ________ 2023, and shall terminate on the 30 day of May 2026, unless terminated earlier as set forth herein.

The parties may agree to extend the term of this Agreement on a month-by-month basis, for up to one additional year. Any extension shall be documented in a signed amendment. In the event that the parties agree to extend the Agreement, all provisions of the Agreement shall remain unchanged.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and ex pense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan include d in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 

3. COMPENSATION TO PROVIDER:
a. By the 7 th day of each month, Provider shall submit to the City an invoic e for the total amount of work done the previous month. These requests shall be prepared by Provider with supporting documentation.
b. City shall approve payment requests not to exceed the total f unding amount of $3,602,987.50 as described in the itemized budget included in Exhibit B. However, Provider shall only be entitled to a payment not to exceed $2,987.50 for services rendered to the City pursuant to this Agreement.

The remaining $3,600,000 transferred, as needed, by City to Pro vider shall only be used as pass-through funds paid directly to program participants in the form of prep aid cards, as set forth in Exhibit A (Scope of Work to this Agreement. Substantial changes to budget amount s included in Exhibit B will require written approval from the Community Development Director or the ir designee within five (5) business days to ensure project continuity.
c. In compliance with the American Rescue Plan Act funding requi rements, all funds must be encumbered by the end of 2024 and spent by the end of 2026.

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regardi ng the performance of this Agreement.

5. STANDARD OF CARE:

Provider agrees to perform all services hereunder in a manner c ommensurate with the prevailing standards of like professionals or service providers, as applic able, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The mann er and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service stat us or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its em ployees, including but not limited to unemployment insurance, workers ’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or ot her purposes normally associated with an employer-employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the i dentity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 

8. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not li mited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) includi ng HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gend er identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and vet eran status or legitimate union activities.

Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemni fy, defend (with counsel acceptable to the City) and hold harmless the City, its City Co uncil, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations c onducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have n o right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider. Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend and hold harmless In demnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in complian ce with Sections 10.b. (1) through (4).

The Certificate Holder should be The City of Alameda, 2263 Sant a Clara, Ave., Alameda, CA 94501.

Such certificates, which do not limit Provider’s indemnificatio n, shall also contai n substantially the following statement:
“Should any of the above insurance covered by this certificate b e canceled or coverage reduced before the expiration date thereof, the insurer affordi ng coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the perfor mance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
deliver updated insurance certificates to the City at the addres s described in Section 17.f. prior to the expiration of the existing insurance certificate for the durati on of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officia ls, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates. b. COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers ’ Compensation:

Statutory coverage as required by the State of California, as w ell as a Waiver of Subrogation (Rights of Recovery) endorsement.
(2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provide r shall also submit declarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employe es, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non- contributory coverage at least as broad as the CG 2010. (3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Counci l, boards, commissions, officials, employees, agents, and volunteers is required. (4) Professional Liability:

Professional liability insuran ce which includes coverage approp riate for the professional acts, errors and omissions of Provider’s professio n and work hereunder, including, but not limited to, technology professional liabilit y errors and omissions if the services being provided are technology-based, in the following minimum limits:

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
$2,000,000 each occurrence
Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, a lteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Provider. If not c overed under Provider’s liabili ty policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount suff icient to cover the full replacement value of damage to, alteration of, loss of, or dest ruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.

As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought.

Such insurance is not additional to or contributing with any ot her insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applie s regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors.
d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to s ecure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider ’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages , except workers ’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured.

An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Additional Insured coverage under Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the s pecified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s).

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider.

Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider.

The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater.
g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified p arties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Pro vider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwi se, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hy pothecation or transfer. Howev er, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.
b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or th e equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no addition al costs to the City, then Provider shall submit a written request for consent to add sub-providers inclu ding the names of the sub-providers and the reasons for the request to the City Manager or Community Development Director at least five (5) days in advance. The City Manager or Community Development Director may consent or reject such requests in their sole and absolute discretion.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
b. Each sub-provider shall be required to furnish proof of work ers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to person s who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a Cit y business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and o ther document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee.
c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement. d. In addition to the reporting provisions included herein, Prov ider shall comply with applicable law, guidance (including the Compliance and Reportin g Guidance for State and Local Fiscal Recovery Funds issued by the Department of the Treasury) , and o ther requirements imposed by the relevant funding source, as may be amended from time to time.

16. RECORDS:
a. Provider shall maintain complete and accurate records with re spect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees dur ing regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment. c. If supplemental examination or audit of the Records is necess ary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earl ier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted). c. Either party may, at any time, change its notice address (oth er than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Community Development Department
950 West Mall Square, Suite 205
Alameda, CA 94501
ATTENTION: Community Development Director
Ph: 510.747.6897 / Email: [email protected]
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

USIO, INC.
3611 Paesanos Parkway, Suite 300
San Antonio, TX 78231
ATTENTION: Risk and Compliance; General Counsel
All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Community Development Department
950 West Mall Square, Suite 205
Alameda, CA 94501
Ph: 510.747.6890 / Email: [email protected]
DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 

18. SAFETY:
a. Provider will be solely and completely responsible for condit ions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply co ntinuously and not be limited to normal working hours. In addition, Provider will comply with all safe ty provisions in conformance with U.S.

Department of Labor Occupational Safety and Health Act, any equ ivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in c onnection with the performance of this Agreement. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required here under, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within (seven) 7 business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agre ement forthwith by giving to Provider written notice thereof.
b. The foregoing notwithstanding, the City shall have the option , at its sole discretion and without cause, of terminating this Agreement by giving thirty ( 30) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for co nvenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of th e parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative procee d i n g s , r e l a t i n g t o t h i s A g r e e m e n t , including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party of litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to imp ose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirem ents, including, but not limited to, mandatory vaccinations, the use of personal protective equipmen t (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to t he City, at the City’s request, record s to demonstrate Provider’s compliance with this Section.

22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully in formed of all existing and future state and federal laws and all municipal ordinances and regulat ions of the City of Alameda which affect the manner in which the services or tasks are to be performed b y Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or autho rity over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction.

The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 30, the Recitals and exhibit s are a material part of this Agreement and are expressly incorporated herein. This Agreemen t represents the full and complete understanding of every kind or nature whatsoever between the pa rties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are me rged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. CAPTIONS:

The captions in this Agreement are for convenience only, are no t a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 

27. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (i ncluding by fax, PDF, DocuSign, or other electronic means), each of which shall be de emed an original, but all of which shall constitute one and the same instrument.

28. SIGNATORY:

By signing this Agreement, signatory warrants and represents th at they executed this Agreement in their authorized capacity and that by their signature on thi s Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

29. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and co nditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

30. NONDISCRIMINATION – FEDERAL REQUIREMENTS:
a. Provider certifies and agrees that it will not discriminate a gainst any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, age, or condition or physical or mental handicap (as defined in 41 C.F.R. Section 60-741, et seq.), in accordance with requirement of state or federal law. Provider shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap in accordance with requirements of state and federal law. Such shall include, but not be limited to, the following:
(1) Employment upgrading, demotion, transfer, recruitment or rec ruitment advertising, layoff or termination, rates of pay or other forms of compensation. (2) Selection for training, including interns and apprentices. (i) Provider agrees to post in conspicuous places in each of Provider’s facilities providing services hereunder, available and open to employees a nd applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
(ii) Provider shall, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicant s will receive consideration for employment without regard to race, color, rel igion, national origin, ancestry, sex, age, or condition of physical o r mental handicap, in accordance with requirements of state and federal law.

DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
(iii) Provider shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contrac t or understanding a notice advising the labor union or workers ’ representative of Provider’s commitments under this paragraph.
(iv) Provider certifies and agrees that it will deal with its su bcontractors, bidders, or vendors without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap, in accor dance with requirement of state and federal law.
(v) In accordance with applicable state and federal law, Provide r shall allow duly authorized county, state and federal representatives acces s to its employment records during regular business hours in order to ve rify compliance with the anti-discrimination provisions of this para graph.

Provider shall provide such other information and records as su ch representatives may require in order to verify compliance with the anti- discrimination provisions of this paragraph.
b. If the City finds that any of the provisions of this paragrap h have been violated, the same shall constitute a material breach of Agreement upon which the City may determine to cancel, terminate, or suspend this Agreement. The City reserves the right to dete rmine independently that the anti- discrimination provisions of this Agreement have been violated. In addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that Provider has violated state and federal anti-discrimination laws shall constitute a finding by the City that Provider has violated the anti-discrimination provisions of Agreement. c. The parties agree that in the event Provider violates any of the anti-discrimination provisions of this paragraph, the City shall be entitled, at it s option, to the sum of $500.00 pursuant to California Civil Code Section 1671 as liquidated damages in lieu of canceling, terminating, or suspending this Agreement.
d. Provider hereby agrees that it will comply with Section 504 o f the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), all requirements impo sed by the applicable regulations, and all guidelines and interpretations issued pursuant thereto, to the end that no qualified handicapped person shall, on the basis of handicap, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity of Provider receiving Federal Financial Assistance. In addition, Provider shall comply with the Unifor m Federal Accessibility Standards, and Provider, Engineer, or Architect responsible for any design, co nstruction or alteration shall certify compliance with those Standards.
e. Provider’s attention is directed to laws, including but not limited to:
(1) CIVIL RIGHTS/EQUAL OPPORTUNITY
(i) Civil Rights Act of 1964. Under Title VII of the Civil Righ ts Act of 1964, no person shall, on the grounds of race, sex, religion, color, or national origin, be excluded from participation in, be denied the benefi ts of, or be DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
subjected to discrimination under any program or activity receiving Federal financial assistance.
(ii) Section 109 of the Housing and Community Development Act of 1974. No person in the United States shall, on the grounds of race, colo r, national origin, or sex, be excluded from participation in, be denied th e benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. (iii) Section 109 of the Act further provides that any prohibiti on against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to an otherwise qualif ied handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) shall also apply to any program or activity funded in whole or in part with funds made available pursuant to the Act. (2) PROGRAM ACCESSIBILITY FOR INDIVIDUALS WITH DISABILITIES This Agreement is subject to laws and regulations concerning th e rights of otherwise qualified individuals with handicaps for equal participation in , and benefit from federally assisted programs and activities, including but not limited to:
(i) Americans with Disabilities Act of 1990 (ADA) (28 C.F.R. 5). Title II, Subpart A of the Americans with Disabilities Act of 1990 applie s to all publicly funded activities and programs. Provider shall also c omply with the public accommodations requirements of Title III of the ADA, a s applicable.
(ii) Nondiscrimination on the Basis of Handicap (24 C.F.R. 8). These regulations, which implement Section 504 of the Rehabilitation Act of 1973, as amended, and as cited in Section 109 of the Housing an d Community Development Act, apply to all federally assisted acti vities and programs and are implemented through the regulations at 24 C.F.R. 8. (iii) Architectural Barrier Act of 1968. Any building or facili ty, excluding privately owned residential structures, designed, constructed, or altered with federal funds, shall comply with the Uniform Federal Acces sibility Standards, 1984 (41 C.F.R. 3) and the Handicapped Accessibility Requirements of the State of California Title 24. The Consultant, Engineer or Architect responsible for such design, construction or alter ation shall certify compliance with the above standards.
(iv) In resolving any conflict between the accessibility standar ds cited in paragraphs (A), (B) and (C) above, the more stringent standard shall apply.

31. RESTRICTIONS ON LOBBYING – FEDERAL REQUIREMENT:

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This Agreement is subject to 24 C.F.R. 87 which prohibits the p ayment of Federal funds to any person for influencing or attempting to influence, any public o fficer or employee in connection with the award, making, entering into, extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or agreement.

32. FEDERAL CONDITIONS:

As set forth in Attachment D to this Agreement (Subrecipient Mo nitoring and Management Requirements), the City has made the disclosures required under 2 USIO INC., Section 200.331 to Provider (as a subrecipient of federal funds).
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IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

FiCentive, Inc., CITY OF ALAMEDA,
a Nevada corporation a municipal corporation
Name: Kyle Ruschman Name: Jennifer Ott
Title: VP, Business Development Title: City Manager Signature: Signature:

Date: Date:

Name: Tom Jewell RECOMMENDED FOR APPROVAL
Title: Chief Financial Officer
Name: Lisa N. Maxwell _
Title: Community Development Director
Signature: _____________
Date: Signature: ____________________________
Date: ____________________________
APPROVED AS TO FORM:

City Attorney
Name: Len Aslanian _
Title: Assistant City Attorney _
Signature: ____________________________
Date: ____________________________






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Exhibit A
Scope of Work
Work Plan, Fee Proposal, and Schedule
Program Management Services Provider Usio, will act as the Program Manager for the City of Alameda's card program. The following is an outline of the essential program management services that would be provided to the City of Alameda. It is importation to note that all work and project plans that we launch has a strengths-based, anti-racist, and anti-stigma lens. We understand the challenges that local residents face and look forward to offering our industry leading services to the residents of Alameda.
1) Support and manage all aspects of the Akimbo Prepaid Mastercards or Akimbo Now Incentive Mastercard (the "Prepaid Card"), including:
a. Hosting and maintaining an Akimbo-branded website or landing page with links to cardholder login, card registration, and terms and conditions for the Prepaid Card.
b. Hosting and maintaining an Akimbo-branded registration page where cardholders may register Prepaid Cards for online access and update address information.
c. Hosting and maintaining an Akimbo-branded cardholder web application and mobile application where cardholders can securely login and manage their Prepaid Card, including:
i. Viewing balances and transactions
ii. Registering an address to a Prepaid Card
d. Supporting all transaction processing for Prepaid Cards, including:
i. Signature- and PIN-based purchase transactions, ATM and cash withdrawal transactions (Cash Access only available on programs that require KYC verification), and transaction reversals and purchase returns over the MasterCard ®, Cirrus ®, and Accel® Payment Networks
e. Supporting all non-financial processing activities for Prepaid Cards, including:
i. Card number and Card Account creation
ii. Card activation
iii. Set and reset Card PIN
iv. Address and phone number changes
f. Providing customer support, including:
i. Cardholder website help pages
ii. Telephone, Interactive Voice Response (IVR) services, providing cardholders the ability to activate card and get card balance 24/7 iii. Live agent telephone support, based in the U.S. available le, at a minimum, on Monday through Friday between 7am and 7pm Central Time, excluding DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
bank holidays
iv. Email customer support
v. Reg E-compliance dispute handling for all cardholder-initiated transaction disputes
2) Provide the City of Alameda with the ability to create, order, sell, and distribute Prepaid Cards. This includes creating a unique distributor ID and access to an administrative web portal.
3) Provide the City of Alameda with secure access to an administrative web portal where the City of Alameda can:
a. Review basic reports, including load activity and volume, card enrollment data, KYC results, and transaction reports
b. Order, create and/or register Prepaid Cards
c. Load Incentive Cards
d. Process the City of Alameda Funded Loads (Reload cards) 4) Provide the City of Alameda with access to web services/ API (if setup fee paid) where the City of Alameda can:
a. Send virtual prepaid cards by email
b. Load existing, reloadable Prepaid Cards
c. Retrieve balance and transaction data on Prepaid Cards 5) Process Plan and Timeline:

The precise timeline and implementation plan will depend on the complete requirements of the card program. We have provided an outline of the typical process of implementing a card program, as well as including certain optional features that may be requested for the program. i. Issuing Bank Due Diligence Application
a. Responsible Party: City of Alameda
b. Estimated Timeline: 2 weeks following submission to Issuing Bank. c. Brief Description: City of Alameda will be required to complete a due diligence application. Usio will facilitate the submission of this application to our issuing bank and assist with any follow up correspondence between City of Alameda and the bank.
d. Additional Notes: This can be completed contemporaneously with Step 2 and Step 3 below for efficiency.

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ii. Contract Review and Execution:
a. Responsible Party: Usio and City of Alameda
b. Estimated Timeline: 2-3 weeks depending on contract review process. c. Brief Description: Usio will deliver one or more proposals containing pricing options. O n c e t h e business model has been selected and approved by the City of Alameda, a full legal agreement will be delivered to the City of Alameda for review and execution. We can provide the legal agreement without the program pricing and for review prior to the approval and selection of the pricing. i. Card and Card Package Design and Setup
ii. Responsible Party: City of Alameda and Usio
iii. Estimated Timeline: Depends on requirements.
iv. Brief Description: Usio will help design and produce a submission-ready card and card package design and submit to the City of Alameda. In addition , Usio staff will ensure all text replacement fields are configured at both the fulfillment house as well as within our core processing platform. Usio will submit the card, card package and any related materials to the issuing bank and MasterCard for review. Usio will setup and configure the new card package with the chosen printing and fulfilment provider and perform QA with test cards
v. Additional Notes: We can begin the design process as well as plan the configuration of any custom card carrier fields contemporaneously with Step 1 and 2 above. vi. Setup Distributor Account(s), Partner Configuration and Client Web Portal Users e. Responsible Party: Usio
f. Estimated Timeline: 1-2 business days
g. Brief Description: City of Alameda will designate at least one user as an admin. Once the distributor account(s) have been configured, either Usio or the City of Alameda designated admin(s) are able to create additional users on the system. Multiple distributor accounts can be configured to segregate cards (as w ell as loads and transactions) into various groups if needed. These groups could be for cards issued at different locations, for different business or campaigns, or any other need to create a specific cohort.
vii. Initial Prefunded Account Deposit
h. Responsibility Party : City of Alameda
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i. Estimated Timeline: 1-2 business days
j. Brief Description: City of Alameda will transfer money to a bank account specified by USIO and direct funds to be loaded to one or more distributor accounts by emailing:[email protected]
viii. Initial Card Order and Card Loads
a. Responsible Party: City of Alameda with Usio assistance b. Estimated Timeline: 3 - 10 days for card delivery (depending on delivery method) c. Brief Description: Card orders (and loads) can be created via web app, batch file via SFTP, or API. Usio will assist with card orders and loading as needed to get the City of Alameda comfortable with the chosen process.

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Exhibit B
Budget
The budget includes the following selected costs per the Card P ricing and Setup Fees schedule provided in this exhibit:

Description Amount
Branded Card and Card Package Design and Setup $2,500.00 175 cards at $2.50 per physical card $437.50
Bulk shipping of cards $50.00
Total Card Pricing and Setup Fees $2,987.50
In addition, this agreement will include $3,600,000 in funds th at will be provided to 150 program participants on a monthly basis for 24 months. These funds will be comprised of American Rescue Plan Act (ARPA) funds allocated by City Council and private funds raised as a part of this pilot program.

Payments will be transferred to the Provider from the City of A lameda in eight equal payments no more than four (4) weeks prior to disbursement based on the following schedule:

Description Amount
Payment covering months 1-3 $450,000
Payment covering months 4-6 $450,000
Payment covering months 7-9 $450,000
Payment covering months 10-12 $450,000
Payment covering months 13-15 $450,000
Payment covering months 16-18 $450,000
Payment covering months 19-21 $450,000
Payment covering months 22-24 $450,000
Total Pass-through Payments to Program Participants $3,600,000 The budget for this agreement will therefore total $3,602,987.50.

Card Pricing and Setup Fees: Note: A/1 "S" items below are OPTIONAL.

Item Description Cost
S.1 Basic Client Setup and Implementation
- Akimbo Now Branded Card and Card Package Design
- Distributor Setup and Administrative Web Portal
"DCP" Access
No Charge
S.2 Reporting and Analytics
- Access to Card Balance Report s, Transaction Spend
Reports, Aggregate- Level Spend by Merchant Category
Codes (MCC), etc.

No Charge
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S.3 Branded Card and Card Package Design and Setup
- Branded Card and Card Package Design
- Branding on Cardholder web app
(Note: Login page, collection page,
enrollment/order page, and mobile app branding
not included.)
- Distributor Setup and Administrative Web
Portal "DCP" Access
$2,500.00
(per
Branded
Card
Design/
Card
Package
Design)
S.4 Package Updates and Changes
- Includes any updates to card art, card carrier,
activation label, terms and conditions, and other
card package inserts. This charge is assessed each
time a card package is updated , not for each
individual update or change request
$750 per
package update

5.5 Custom Development
- Scope and estimate agreed upon in writing
$225.00 / hr.

Card Package and Production Fees
Ite
m
Service Cost Notes
P.1 Akimbo Now or
Client-
Cobranded,
MasterCard
(Printing and
fulfillment for
Incentive
Cards)

$2.50 per physical
card
Does NOT include shipping/postage
costs.

EMV Cards (optional) are assessed an
additional $0.85 per card charge
P.2 Virtual
Incentive
MasterCard
(Akimbo Now,
or Client-
Cobranded)
$0.50 per virtual card
sent by email or text
(SMS).

Note: Cardholders receiving a virtual
MasterCard may be given the option
to order a physical, plastic MasterCard.

If a plastic MasterCard is requested by
cardholder, Client will be charged for
the printing and fulfillment of
physical card according to Item P.1,
including shipping/postage cost.

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Card Reload Processing Fees
Note: These fees only apply to incentive cards that are reloaded. They are not charged on the first load.

Ite
m
Service Cost Notes
L.1 Reload/
Unload
Incentive and
Disbursement
Cards

Waived Applies to all Client-funded card
reloads and unloads to prepaid
MasterCard accounts.

This applies to loads from the
Client Prefunding Account, or any
custom funds flow as defined by
the Client.

Card reloads can be initiated
through the Administrative Web
Portal (DCP), API or by batch file
submission.

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Supporting Documents (Optional):

Program overview and other relevant background information is listed in the project understanding and approach and key staff/team experience sections above. We did want to highlight several other sections on our card program reports and program security sections listed below:

Card Program Reports
Usio provides several on-demand reports that are available on the administrative website, Debit Card Portal. All reports can be easily exported to a CSV format by using the "Export Report" button at the bottom of each page. The most often used reports available through the website are discussed in greater detail below.

In addition, we can produce custom reports upon request. Custom reports can be requested by sending an email to [email protected] and are typically generated and returned within 1 business day.

Reports available via Administrative Web Portal/ DCP
New Cards Report
The New Cards Report will provide a list of all cards created within the provided date range.

Activated Cards Report
The Activated Cards Report will provide you with a list of all cards that were activated within the provided date range.

Card Loading Report
The Card Loading Report will provide you with a list of all card loads processed within the provided date range. This report will be subject to the Program and/or Distributor selections at the top of the Report screen. The other options available within this report are particularly useful in filtering certain load types, and to avoid displaying any failed card loads.

Balance View Report
The Balance View Report is the simplest and most widely used report. This report will provide you with a list of all card accounts, subject to the Program and Distributor selections at the top of the Reports page. The list of card accounts will provide the card ID, name, address, status, current balance and other details of each card account record. In addition, the card ID field provides a direct link the Card account record.

You can impose certain filters on this report, including selecting to display only "Activated" or "Pre- Active" cards, or only cards with a positive, zero or negative balance.

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Unlike the previously discussed reports, this report will take you directly to a list of card accounts as opposed to a summary screen. As such, this report can take some additional time to process if there are many card accounts under the distributors you have access to or have selected on the Reports screen.

Distributor Balance Report
The Distributor Balance Report provides a complete history of all debits and credits to the selected distributor's prefunding account. This report can be used for auditing and reconciliation of the prefunding account(s).

Security
The security of all our card programs and cardholders is of paramount importance to Usio.

Indeed, our continued existence as a payment processor depends on our ability to maintain a secure environment. The security concerns and processes we have, and employ are too numerous to detail in this proposal. We are a PCI Level I and SOC Type II certified processor requiring annual audits and quarterly network scans and penetration testing.

Fraud Systems
Card fraud is constantly monitored by both automated systems and personnel at Usio, Sunrise Banks, and Fiserv (our payment gateway).

Usio Security and Fraud Personnel
Our fraud and compliance team, as well as our card operations is involved in monitoring and managing all types of cards, cardholder and card account fraud.

Conclusion
In Conclusion, we appreciate the opportunity to be considered for the City of Alameda's card program. Please do not hesitate to reach out to Houston Frost, SVP of Prepaid Products or Kyle Ruschman, VP of Sales and Business Development with any further questions. We look forward to hearing from you!
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Exhibit C
Additional Provisions
The following paragraph(s) are added to the Agreement:

26. CONFLICTING PROVISIONS
In the event of a conflict between the terms and conditions of this Agreement and any other applicable terms and conditions, including Exhibits furnished b y Provider to be made part of this Agreement, the terms and conditions of this Agreement shall pre vail, except that Exhibit C-1 (Grant Conditions) shall prevail over any provision that conflict with the Agreement.

27. RECORDS
Notwithstanding Paragraph 17 (RECORDS), GRANTEE shall be solely responsible to implement internal controls and record keeping procedures that comply with this AGREEMENT and all applicable laws. GRANTEE’s administrative, programmatic and financial records pertaining t o the Program, or the AGREEMENT collectively, must sufficiently support the determina tion that expenditures are allowable. GRANTEE shall retain all records pertinent to this A GREEMENT for a period of five (5) years from the date of final payment or disbursement to U.S. Tr easury of unexpended Coronavirus State and Local Fiscal Recovery Funds (SLFRF) subawards. GRANTEE shall retain such records beyond five (5) years so long as any litigation, audit, dispute or claim is pending.

28. NO THIRD-PARTY RIGHTS
This Agreement does not constitute a binding commitment to any client or agency except CITY and GRANTEE. No third- party rights are created for clients or o ther individuals.

29. GRANT CONDITIONS
Notwithstanding Paragraph 29 of the Agreement, the GRANTEE’s gr ant conditions, attached hereto as Exhibit C-1, are hereby expressly made part of the Agreement between the parties.

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Exhibit C-1
ARPA Subrecipient Certification
Section 602(b) of the Social Security Act (the Act), as added b y section 9901 of the American Rescue Plan Act (“ARPA”), Pub. L. No. 117-2 (March 11, 2021), authorizes the Department o f the Treasury (Treasury) to make payments to certain subrecipients f rom the Coronavirus State and Local Fiscal Recovery Fund (“SLFRF”). The City of Alameda has signed and certified a separate agree ment with Treasury as a condition of receiving such payments from the Treasury. This agreement is between your organization and the State and your organization is signin g and certifying the same terms and conditions included in the State’s separate agreement with Treasury. Your organization is referred to as a GRANTEE.

As a condition of your organization receiving federal recovery funds from the City, the authorized representative below hereby (i) certifies that your organizatio n will carry out the activities listed in section 602(c) of the Act and (ii) agrees to the terms attached h e r e t o a s Exhibit C-2 (ARPA Subrecipient Grant Agreement).

Under penalty of perjury, the undersigned official certifies th at the authorized representative has read and understood the organization’s obligations in the Assurances of Compliance and Civil Rights Requirements, attached hereto as Exhibit C-3 (ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ), that any information submitted in conjunction with this assu rances document is accurate and complete, and that the organization is complies with the nondiscrimination requirements.

SUBRECIPIENT/GRANTEE:

FiCentive, Inc.

Name: Kyle Ruschman _
Title: VP, Business Development
Signature:

Date:
(AUTHORIZED REPRESENTATIVE)



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Exhibit C-2
ARPA Subrecipient Grant Agreement
This Subrecipient Agreement (“Grant Agreement”) is dated the effecti ve date of the Agreement, by and between the Subrecipient FiCentive, Inc. (“GRANTEE”) and the City of Alameda, a California municipal corporation (“CITY”).

WHEREAS, the United States Department of the Treasury (“Treasury”) has allocated CITY federal stimulus funding from the Coronavirus State and Local F iscal Recovery Funds under CFDA No.

21.027 (“ARPA Funds”) under Section 603(b) of the Social Security Act, as amended by Section 9901 of the America Rescue Plan Act (“ARPA”), of which $28,679,908 was allocated to CITY in two tranches on June 17, 2021, and June 17, 2022, subject to applicable laws, r ules, regulations and guidance, including without limitation, the Coronavirus State and Lo cal Fiscal Recovery Funds Final Rule (“Final Rule”), identified as Attachment A (dated January 6, 2022), and the Compliance and Reporting Guidance for State and Local Fiscal Recovery Funds (“Compliance & Reporting Guidel ines”), identified as Attachment B, and Uniform Guidance (2 CFR Part 200). Attachments A and B atta ched hereto and incorporated herein by this reference.

WHEREAS, Treasury authorizes CITY to expend ARPA Funds for the following eligible purposes as outlined in the Final Rule as follows:
(1) To respond to the COVID-19 public health emergency or its negat ive economic impacts, including assistance to households, small businesses, and nonpr ofits, or aid to impacted industries such as tourism, travel, and hospitality;
(2) To respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers;
(3) For the provision of government services to the extent of the r eduction in revenue due to the COVID-19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency; and
(4) To make necessary investments in water, sewer, or broadband inf rastructure (collectively “Eligible Uses”).

Pursuant to ARPA, Eligible Uses under this non-R&D federal program must be obligated no earlier than March 3, 2021 and no later than December 31, 2024, with final d isbursement of all funds no later than December 31, 2026.

WHEREAS, CITY desires to allocate portions of the ARPA Funds to certain nonprofits whose operations are critical to those individuals, families, and ent ities adversely impacted by the COVID-19 public health emergency, whether through a reduction in income/ revenues, increase in operating costs related to implementing COVID-19 prevention or mitigation tacti cs or other higher operating costs experienced during the pandemic, business disruption or closure, event cancellation, and/or other similar circumstances during the pandemic that created a financial hard ship, with such allocation of funds to be consistent with the Eligible Uses of ARPA Funds outlined above.

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WHEREAS, CITY and GRANTEE desire to enter into the Agreement so that CITY may provide a subaward of ARPA Funds for appropriate and qualifying expendi tures of grant funds advanced to GRANTEE by CITY for Eligible Uses set forth in Exhibit A (Scope of Work), as allowed under Final Rule.

NOW, THEREFORE, in consideration of the foregoing recitals whic h are incorporated herein by reference, and the terms and conditions set forth below, the parties agree as follows:
i. Effective Date and Term . The Grant Agreement shall be coterminous with the term of the Agreement.
ii. ARPA Funds. CITY agrees to provide the GRANTEE a total sum not to exceed the value of the Agreement for Eligible Uses set forth in the Exhibit A (Scope of Work). iii. Use of ARPA Funds . GRANTEE shall ensure that the ARPA Funds requests are necess ary Eligible Uses under one of the following cost categories: a) T o respond to the COVID-19 public health emergency or its negative economic impacts, including as sistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality, b) To respond to workers performing essential work during the CO VID-19 public health emergency by providing premium pay to eligible workers, c) For the provision of government services to the extent of the reduction in revenue due to the C OVID-19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency; and d) To make necessary investments in water, sewer, or broadband infrastructure. iv. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.
v. Administrative Costs. GRANTEE may use funds provided under this award to cover both direct and indirect costs.
vi. Ineligible Uses. Ineligible or non-allowable uses of ARPA Funds include, without limitation, the following: a) usage of funds to either directly or indirectly o ffset a reduction in net tax revenue resulting from a change in law, regulation or administrative in terpretation during the covered period that reduces any tax or delays the imposition of any tax or tax increase; b) damages covered by insurance; c) usage of funds as a deposit into any pension fund; d) expenses that have been or will be reimbursed under any federal program; e) debt service costs; f) contributions to a “rainy day” fund; and d) legal settlements.
vii. SAM.gov Requirements . If applicable, GRANTEE must obtain and maintain an active registration with the System for Award Management (“SAM”) (https://www.sam.gov) pursuant to 2 CFR, Part 25.
viii. Reimbursement Requests and Reporting Requirements . To facilitate the release of ARPA Funds by CITY to GRANTEE and CITY’s compliance with reporting r equirements for usage of ARPA funding, GRANTEE may submit one request per month to CITY consistent with DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
compensation provisions of the Agreement (Paragraph 3, Compensation to Provider). CITY shall then disburse ARPA Funds, as requested by GRANTEE to fund servi ces set forth in Exhibit A (Scope of Services) of the Agreement, (“Reimbursement Request Funds”). Such schedule may be modified with the prior written approval of CITY. Failure to pr ovide any of the required documentation may result in the withholding and/or nonpayment of all or a portion of the request, and termination of the Agreement. Following receipt of the Reimbursement Request Funds from CITY and demonstrated compliance with the Agreement, as determined by CITY, GRANTEE will disburse the Reimbursement Request Funds to the approved recipi ents within 10 business days, and provide on a monthly basis a report to and in a form approv ed by CITY detailing the grant awards disbursed by GRANTEE.
ix. Records, Reports and Audits. As a subrecipient of ARPA Funds, GRANTEE may be subject to the Single Audit Act and 2 CFR, part 200, subpart F regarding audit requirements.

1. Establishment and Maintenance of Records. GRANTEE shall maintain records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly:
a. All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred to perform this AGREEMENT, and b. All other matters covered by this AGREEMENT. Such records shall be maintained in accordance with requirements now or hereafter prescribed by CITY.

2. Preservation of Records. GRANTEE shall preserve and make avai lable its records:
a. for a period of five (5) years from the date of final payment to GRANTEE under this AGREEMENT; or
b. for such longer period, if any, as may be required by applicable law; or c. if this AGREEMENT is completely or partially terminated, for a period of five (5) years from the date of any resulting final settlement.

GRANTEE make all reasonable efforts to meet CITY’s requests for records or other demands to ensure the parties’ completion of financial, performance and compliance reporting obligations consistent with applicable laws, regulations and guidance, including requests made by the U.S. Treasury and the Government Accountability Office (“GAO”).

3. Examination of Records; Facilities. At any time during normal business hours, and as often as may be deemed necessary by CITY, GRANTEE agrees that CITY, and/or any of its authorized representatives, shall:
a. for a period of five (5) years after final payment under this AGREEMENT; or, b. for such longer period as may be required by applicable law; or DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
c. if this AGREEMENT is completely or partially terminated, for a period of five (5) years from the date of any resulting settlement;
d. have access to and the right to examine its plants, offices a nd facilities engaged in performance of this AGREEMENT and all its records with respect to all matters covered by this AGREEMENT.

GRANTEE also agrees that CITY, or any of its respective authorized representatives, shall have the right to audit, examine, and make excerpts or transcripts of and from such records, and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials, and all other data relating to matters covered by this AGREEMENT, all as set forth in Section D, below. Notwithstanding anything in this AGREEMENT to the contrary for monitoring purposes, CITY shall not require access to any information of GRANTEE mutually determined by the parties hereto to be proprietary.

4. Audit of Records. If an audit is required, the following provisions apply:
a. Funds from the subaward will be set aside in GRANTEE’s budget for the independent audit. A separate line item will be established.
b. GRANTEE shall enter into an agreement with an independent public accountant certified to practice in the State of California no later than sixty (60) days before the end of this AGREEMENT to perform audit of GRANTEE’s fiscal year which ends concurrently with or immediately after the end of this AGREEMENT.
c. The audit must be completed and sent to CITY ’s Finance Department staff within the later of one hundred fifty (150) days of the end of this AGREEMENT or ninety (90) d a y s a f t e r t h e e n d o f GRANTEE’s fiscal year. d. If GRANTEE does not enter into the agreement with an independent public accountant certified to practice in the State of California, or if an audit is not completed in a timely manner, CITY, at its sole discretion, may enter into an agreement with an independent public accountant certified to practice in the State of California to perform the audit and utilize GRANTEE’s set-aside funds for the audit.
e. The independent fiscal audit shall conform to generally accep ted governmental auditing principals and, when applicable, Office of Management and Super Circular, “Attachment P, Audit Requirements.” Such audits shall identify the funds received and disbursed under this AGREEMENT and include the following components:
i. Balance sheet;
ii. Statement of Financial Position;
iii. Statement of Support, Revenue and Expenses and Changes in Fund Balances or Statement Activities;
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iv. Statement of Functional Expenses;
v. Independent Auditor’s Report on the Financial Statement and Schedule of Expenditures of Federal Awards;
vi. Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters;
vii. Auditor’s Report on Compliance with Requirements Applicable to Major Programs and on Internal Control over Compliance;
viii. Schedule of Findings and Questioned Costs;
ix. Summary of Schedule of Prior Audit Findings;
x. Corrective Action Plan;
xi. Data Collection Form; and
xii. Communication of Internal Control Related Maters Identified i n an Audit (Management Letter) from Auditor (if one was issued).
f. For grantees that expend $750,000 or more of Federal financia l assistance in a fiscal year, in addition to conducting normal financial audit procedures, the GRANTEE’s independent public accountant certified to practice in the State of California shall perform tests to ascertain that:

1. Expenditures submitted for reimbursement are allowable under 2 CFR, 200:
a. Expenditures comply with the Agreement between CITY and GRANTEE; and b. Applicable laws and regulations. Further, the independent public accountant certified to practice in the State of California shall render an opinion as to whether the Expenditures complied with the Single Audit Act of 1984 and Appendix XI to 2 CFR, Part 200—Compliance Supplement previously known as the Circular A- 133 Compliance Supplement); and
c. Funds from the subaward may be set aside in GRANTEEs budget for a reasonable share of a Single Audit if required. A separate line item will be established. g. For GRANTEES that expend more than $750,000 of financial assistance in a fiscal year, the audit shall identify in a Schedule of Governmental Financial Assistance the gross amounts of grants obtained by GRANTEE from all governmental sources, the periods covered by the grants, and the grant contract or identification number(s), if any, under which funds were received and disbursed by GRANTEE during the audited fiscal DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
year. In addition, the Schedule of Governmental Financial Assistance shall show the amount received and disbursed under each grant during the audited fiscal year, including the amount received and disbursed under this AGREEMENT. h. GRANTEE’s independent public accountant certified to practice in the State of California shall perform reviews of GRANTEE’s internal control systems and GRANTEE’s compliance with applicable laws, regulations and the requirements of this AGREEMENT.

The independent public accountant certified to practice in the State of California shall issue a report on the financial statements and the Schedule of Governmental Financial Assistance, a report on the study and evaluation of internal controls and a report on GRANTEE compliance. The three reports may be bound into a single report, or presented at the same time as separate documents.

5. Disallowed or Ineligible Costs. If it is determined during th e course of the audit that GRANTEE was reimbursed for unallowable costs or for ineligible uses under this Agreement, GRANTEE agrees to promptly reimburse the CITY for such payments upon request. x. Fiscal Responsibilities of GRANTEE. GRANTEE shall:

A. Appoint and submit to CITY, the name of a fiscal agent who shall be responsible for the financial and accounting activities of the GRANTEE, including the receipt and disbursement of GRANTEE funds.

B. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to review and approval of CITY.

C. Document all costs by maintaining complete and accurate records of all financial transactions, including but not limited to contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements and/or other official documentation evidencing in proper detail the nature and propriety of all charges.

D. Submit to the CITY, within thirty (30) calendar days of the end of the preceding month, requests for reimbursement, together with documentation required by CITY.

E. Certify insurability subject to CITY approval as outlined in Paragraph 11 of the Agreement, entitled “INSURANCE.”
F. Submit to CITY at such times and in such forms as CITY may re quire, such statements, records, reports, data, and information pertaining to matters covered by the Agreement.

G. Administer all programs in conformance with OMB Circular A-12 2, “Cost Principles for Non-Profit Organizations.” These principles shall be applied for all costs incurred whether charged in a direct or indirect basis.

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H. Develop an indirect cost allocation plan for determining the appropriate GRANTEE’s share of administrative costs if indirect costs are charged and submit such plan to the CITY for approval in a form specified by the CITY prior to submitting reimbursement requests. xi. Compliance with Laws.

A. Federal regulations applicable to this award include, without limitation, the following:
i. Uniform Administrative Requirements, Cost Principles, and Aud it Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions a s Treasury may determine are inapplicable to this Award and subject to such exceptions a s may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C .F.R. Part 170 is hereby incorporated by reference.
iv. OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (Agreements and Subcontractors described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. v. Subrecipient Integrity and Performance Matters, pursuant to w hich the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. vi. Government wide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
viii. Uniform Relocation Assistance and Real Property Acquisitio ns Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations. x. Any other applicable law or regulation, including the Final R ule and Compliance & Reporting Guidelines, to the extent applicable, when disbursing ARPA Funds to recipients or when seeking Reimbursement from the CITY.

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B. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (Title VI) Public Law 88-352, 42 U.S.C. 2000d-1 et seq., and the Department ’s implementing regulations, 31 CFR, part 22; Section 504 of the Rehabilitation Act of 1973 (Section 504), Public Law 93-112 , as amended by Public Law 93-516, 29 U.S.C. 794; Title IX of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's implementing regulations, 31 CFR, part 28, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended ( 29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any p rogram or activity receiving federal financial assistance;
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

C. GRANTEE will also obtain and maintain all licenses and permit s appropriate to its proper and effective performance of the Agreement prior to the date of commencement.

GRANTEE is responsible for contacting the appropriate offices a nd filing the necessary documents to comply with these requirements.
xii. Remedial Actions. In the event of GRANTEE’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as p rovided in section 602(e) of the Act and any additional payments may be subject to withholdi ng as provided in sections602(b)(6)(A)(ii)(III) of the Act, as applicable. xiii. Hatch Act. GRANTEE agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C.§§ 1501-1508 and 7324-7328), which limit certain politica l activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance.

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xiv. False Statements. GRANTEE understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and pen alties, debarment from participating in federal awards or Agreements, and/or any other remedy available by law. xv. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by fe deral allocation number SLT-7032 allocated to the City of Alameda by the U.S. Department of the Treasury.”
xvi. Debts Owed the Federal Government.

1. Any funds paid to the GRANTEE (1) in excess of the amount to which GRANTEE is finally determined to be authorized to retain under the terms of this a ward; (2) that are determined by the Treasury Office of Inspector General to have been misuse d; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by the GRANTEE shall constitute a debt to the federal government.

2. Any debts determined to be owed to the federal government mus t be paid promptly by GRANTEE. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the GRANTEE knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt. xvii. Disclaimer.

1. The United States expressly disclaims any and all responsibility or liability to GRANTEE or third persons for the actions of GRANTEE or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the perform ance of this award or any Agreement, or Subcontractor under this award.

2. The acceptance of this award by GRANTEE does not in any way est ablish an agency relationship between the United States and GRANTEE.
xviii. Protections for Whistleblowers.

1. In accordance with 41 U.S.C. § 4712, GRANTEE may not discharg e, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal Agreement or grant, a gross waste of federal funds, an abuse of authority relating to a federal Agreement or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation re lated to a federal Agreement (including the competition for or negotiation of an Agreement) or grant.

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2. The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for Agreement or grant oversight or management; v. An authorized official of the Department of Justice or other law enforcement agency; vi. A court or grand jury; or
vii. A management official or other employee of GRANTEE, Contractor, or Subcontractor who has the responsibility to investigate, discover, or address misconduct.

C. GRANTEE shall inform its employees in writing of the rights a nd remedies provided under this section, in the predominant native language of the workforce. xix. Increasing Seat Belt Use in the United States . Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), GRANTEE should encourage its Contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.
xx. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225
(Oct. 6, 2009), GRANTEE should encourage its employees, Subreci pients, and Contractors to adopt and enforce policies that ban text messaging while drivin g, and GRANTEE should establish workplace safety policies to decrease accidents caused by distracted drivers. xxi. Improper Influence. Each party warrants that it did not and will not employ, retain, or contract with any person or entity on a contingent compensation basis fo r the purpose of seeking, obtaining, maintaining, or extending this Agreement. Each party agrees, warrants, and represents that no gratuity whatsoever has been or will offered or conferred with a view towards obtaining, maintaining, or extending this Agreement.
xxii. Conflict of Interest. The elected and appointed officials and employees of the parties shall not have any personal interest, direct or indirect, which gives rise to a conflict of interest. xxiii. Survival. The provisions of this Agreement that by their sense and purpos e should survive expiration or termination of the Agreement shall so survive. Th ose provisions include without limitation Indemnification and Maintenance and Audit of Records. xxiv. Governing Law; Venue . The Agreement will be governed in all respects by the laws of t he State of California, both as to interpretation and performance, without regard to conflicts of law or choice of law provisions. Any action arising out of or in connection with the Agreement may DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
be instituted and maintained only in a court of competent juris diction in Alameda County, California.
xxv. Binding Effect. This Agreement shall be binding upon and inure to the benefit o f the parties hereto and their respective successors.
xxvi. Counterparts. This Agreement may be executed in one or more counterparts, any of which shall be deemed an original but all of which together shall constitute one and the same instrument. xxvii. Authorization. Each party signing below warrants to the other, that they have the full power and authority to execute this Agreement on behalf of the party for whom they purport to sign.

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ASSURANCES OF COMPLIANCE WITH

CIVIL RIGHTS REQUIREMENTS

ASSURANCES OF COMPLIANCE WITH TITLE VI
OF THE CIVIL RIGHTS ACT OF 1964
As a condition of receipt of federal financial assistance from the Department of the Treasury, the GRANTEE provides the assurances stated herein. The federal financial assistance may include federal grants, loans and Agreements to provide assistance to t he GRANTEE’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass Agreements of guarantee or insura nce, regulated programs, licenses, procurement Agreements by the Federal government at market value, or progra ms that provide direct benefits.

The assurances apply to all federal financial assistance from, or funds made available through the Department of the Treasury, including any assistance that the GRANTEE may request in the future. The Civil Rights Restoration Act of 1987 provides that the provisio ns of the assurances apply to all of the operations of the GRANTEE’s program(s) and activity(ies), so long as any portion of the GRANTEE’s program(s) or activity(ies) is federally assisted in the manner prescribed above.

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

2. GRANTEE acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, hav e Limited English proficiency (LEP).

GRANTEE understands that denying a person access to its program s, services, and activities because of LEP is a form of national origin discrimination proh ibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, GRANTEE shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access t o its programs, services, and activities. GRANTEE understands and agrees that meaningful acce ss may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the GRANTEE’s programs, services, and activities.

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

4. GRANTEE acknowledges and agrees that compliance with the assu rances constitutes a condition of continued receipt of federal financial assistance and is bin ding upon GRANTEE and DocuSign Envelope ID: 27D1F6ED-0479-4372-B391-E0040F14A445 FiCentive, Inc., a subsidiary of Usio, Inc. Service Provider Agreement Version 05-10-23








 


 
GRANTEE’s successors, transferees, and assignees for the period in which such assistance is provided.

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

The sub-grantee, Contractor, Subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits GRANTEEs of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s T itle VI regulations, 31 CFR, Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR, Part 22, and herein incorporated by reference and made a part of this Agreement or agreement.

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

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

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

9. GRANTEE must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compl iance, including any voluntary compliance or other agreements between the GRANTEE and the administrative agency that made the finding. If the GRANTEE settles a case or matter alleging such discrimination, the GRANTEE must provide documentation of the settlement. If GRANTEE has no t been the subject of any court or administrative agency finding of discrimination, please so state.

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

The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the fede ral enforcement measures that the United States may take in order to address violations of this d ocument or applicable federal law.

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EXHIBIT D
SUBRECIPIENT DISCLOSURES PER 2 CFR, SECTION 200.331
Fiscal Year: 2022-2023
Agency Name: U.S. Department of Treasury
Program Name: City of Alameda Guaranteed Income Pilot Program Amount of Grant: Not to exceed $3,602,987.50
CFDA Number No. 21.027
CFDA Title
Coronavirus State and Local Fiscal
Recovery Fund
Name of Federal Agency U.S. Department of Treasury
Unique Entity Identifier/UEI WFNVKMD55JC6
Subrecipient Name FiCentive, Inc.

Federal Award Date (Date of award to City
by Treasury) March 11, 2021
Federal Award Identification Number SLT-7032
Subaward Period of Performance Start and
End Date _____, 2023 to May 30, 2026
Federal Funds Obligated by this
Agreement1 Not to exceed $3,602,987.50
1 The amount stated herein is the maximum number in federal funds that may be obligated by this Agreement. The actual amount obligated may be less, and is contingent on the City’s ability to obtain supplemental private funds to support the program operations described herein.

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