Public Works & Transportation Committee
July 22, 2025

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pursuant t
o this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

C. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.

24. INSURANCE. Consultant shall obtain and maintain during the performance of any Services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that Consultant obtain and maintain such insurance coverages. Such insurance must be is sued by a company satisfactory to the Risk Manager. Consultant shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by Consultant is a material element of this Agreement. Consultant’s failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS . During the term of this Agreement, Consultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit E” to this Agreement, Consultant will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the Services provided for by this Agreement. The Living Wage is updated on July 1 of each year, and the duty to pay the correct wage is the responsibility of the Consultant.

26. PREVAILING WAGE REQUIREMENTS. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wag es are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to Exhibit “F” attached to this Agreement.

A. To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html Agreement No. 32600043

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B. It is unl
awful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

C. In the event that there is a difference between the amount of wages to be paid under the City of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the Consultant.

27. [RESERVED].

28. SUBCONTRACTING. If Consultant requires the assistance of a subcontractor to render any Services under this Agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the Scope of Work attached to this Agreement as “Exhibit A”. Consultant is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable. Consultant shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

29. CONFLICT OF INTEREST. Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s Services under this Agreement.

Consultant further covenants that in the performance of Services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultan t must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk.

Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.

30. DISPUTES. Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the City’s Designated Representative, who shall reduce this decision to writing and mail a copy to the Consultant. The decision of the City’s Designated Representative shall be final and conclusive unless Consultant requests mediation within ten (10) calendar days.

Pending final decision of a dispute, the Consultant shall proceed diligently with the Agreement No. 32600043

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performanc
e of the Agreement and in accordance with the decision of the City’s Designated Representative.

31. DISPUTE RESOLUTION. Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an Agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agr eed-upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties.

Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until Agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. ASSIGNMENT. This Agreement is for the professional Services of Consultant. Any attempt by Consultant to assign the benefits or burdens of this Agreement without the prior written approval of City shall be prohibited and shall be null and void. Consultant 's Services pursuant to this Agreement shall be provided by the Consultant’s Designated Representative or directly under his/her supervision, and Consultant shall not assign another to supervise the Consultant 's performance of this Agreement without the prior written approval of City, by and through the City’s Designated Representative.

33. CARE OF WORK. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any Services, except at Consultant’s risk, until written instructions are received from the Project Manager.

34. REPORTS. Upon request by the Project Manager or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the Services required by this Agreement.

35. AUDIT. City shall have the option of inspecting, auditing and/or reproducing all records and other written materials used by Consultant in preparing its billings to City as a condition precedent to any payment to Consultant, or for other purposes relating to Agreement No. 32600043

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the Agreem
ent. Consultant will promptly furnish all documents requested by City.

Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit Consultant for a period of 3 years after final payment under the Agreement.

Regardless of whether a State audit is permitted, Consultant shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by City, whichever occurs later. Consultant shall maintain all such records in City or to promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than in City, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. Consultant shall include a copy of this Section in all contracts with its subcontractors, and Consultant shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or City.

36. ADVERTISING AND PUBLICITY. Consultant shall not use the name of or refer to City directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.

37. NONDISCRIMINATORY EMPLOYMENT. Consultant shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status. Consultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, Consultant shall be responsible for such subcontractor’s compliance with this Section.

38. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition.

39. WAIVER. City’s review or acceptance of, or payment for, work product prepared by Consultant under this Agreement will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Consultant’s performance. A waiver by City of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

Agreement No. 32600043

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40. FORCE MAJ
EURE. Neither the Consultant nor the City shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the City.

41. GOVERNING LAW. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

42. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agree ment will continue in full force and effect and be enforceable.

43. INTEGRATED AGREEMENT. This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal Agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.

44. NO THIRD-PARTY BENEFICIARY. This Agreement shall not be construed to be an Agreement for the benefit of any third- party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

45. AUTHORITY TO EXECUTE. Each Party hereto expressly warrants and represents that the signatories to this Agreement have the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the signatories have the authority to bind each Party to the performance of its obligations hereunder.

46. EXECUTION – COUNTERPARTS. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.

47. INCONSISTENT OR CONFLICTING TERMS. In the event of any contradictions or inconsistencies between any attached documents or ex hibits incorporated by Agreement No. 32600043

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reference h
erein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement.

Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City and City’s Designated Representative unless specifically agreed to in writing, and initiated by Ci ty’s Designated Representative, as to each additional contractual term or condition.

48. CAPTIONS AND HEADINGS. The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content, scope, or intent of the provisions described under the respective caption or heading.

49. ACKNOWLEDGEMENT. By signing below, Consultant acknowledges that it has reviewed the City’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance.

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Agreement No. 32600043

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IN WITNE
SS WHEREOF, the Parties have entered into this Agreement effective on the date as written in Section 4 and upon signature of all Parties.

CITY OF OXNARD ARBORPRO INC.

☐Luis A. Mc Arthur, Mayor1 Date Keith Hennig, President Date ☐Jennifer Yates, Purchasing Manager2

Heather Hiatt Hennig, 3 Date
Vice President

ATTEST:

Lourdes A. López, City Clerk Date
(only if Mayor authorizes)

APPROVED AS TO FORM:

Stephen M. Fischer, Date
City Attorney (always required)

1 The City Council must authorize and the Mayor must execute any agreement over $220,000. 2 The Purchasing Agent may execute any authorized agreement up to $220,000. 3 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.

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EXHIBIT A

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and ArborPro Inc.)

SCOPE OF SERVICES

PROJECT MANAGER:

Name: Steve Howlett
Title: Assistant Department Director II
Phone: (805) 385-7830
Email: [email protected]

1. Project Description:

This project includes a citywide Tree Inventory, a Level 2 Risk Assessments of approximately 49,000 trees, and identifying any dead, dying, and potentially hazardous trees that need to be removed. This determination will be the result of the findings from the Tree Inventory and Risk Assessment process. Additionally, this project includes a LiDAR Analysis of the City’s tree canopy cover, Training for the City’s Urban Forest staff, and Community Outreach. This project will be completed with a Final Report that will serve as the foundation for the City’s future Urban Forest Management Plan for long-term Urban Forest planning, management, and resilience to climate changes.

2. Project Scope:

A. Urban Forest Inventory and Level 2 Assessment: The City of Oxnard manages approximately 49,000 trees within its Urban Forest, but does not have an accurate tree inventory. In order to address the health of the City’s Urban Forest, especially with the im pacts from pests and disease that have been exacerbated by climate changes, a Level 2 Tree Assessment is also necessary for effectively measuring each tree’s condition for long-term implementation of a more resilient Urban Forest.

B. Identify Trees for Removal: As a result of changing climate, multiple droughts, and the State’s mandates to reduce or completely eliminate water use in response to the droughts, the City’s Urban Forest has sustained long- term impacts from these conditions. Therefore, during the Inventory and Level 2 Risk Assessment of the City trees, a prioritized list of unhealthy and hazardous trees will be identified that provides the size, species, location, and reason for the recommended removal.

C. LiDAR Analysis: This project includes using Light Detection and Ranging technology (LiDAR) to map the gaps in canopy cover and identifying areas of heat impacts that can be addressed through strategic planting of additional trees to mitigate local climate change. According to data from NOAA, Ventura County is warming faster than any other county in the continental U.S. Therefore, the residents of the City of Agreement No. 32600043

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Oxnard, es
pecially those in disadvantaged communities, would benefit from the increased tree canopy cover that provides cooling and improves air quality.

D. Training in Urban Forestry: This project includes an Urban Forestry Management training class for Oxnard’s Urban Forest staff. The training will involve topics such as tree data analysis, understanding basic practices related to long- term management of the trees, ways to improve existing tree management practices, and strategies for maintaining tree management software.

E. Community Outreach: This project requires Community Outreach to the residents of the City of Oxnard, including youth and those within the disadvantaged communities.

The outreach will include online information, through a City hosted webpage and social media outlets, about the City’s Urban Forestry Project, the funding source of the project, the status of the project, and any other relevant public information about the City’s Urban Forest. This Community Outreach will provide information about the purpose of the Tree Inventory, Level 2 Risk Assessment, and LiDAR Analysis.

3. Action Items and Deliverables:

1. Tree Inventory and Level 2 Risk Assessment . The Tree Inventory and Level 2 Risk Assessment will serve as the foundation for all future City of Oxnard Urban Forest planning and management, including the building of long- term resilience to climate impacts.

2. Identify Trees for Removal. The prioritized list of trees that are recommended for removal, as a result of the findings from the Tree Inventory and Level 2 Risk Assessment, will include the size, species, location, and reason for the recommended removal. This abatement is a necessary step in restoring the City’s Urban Forest by removing the trees that were impacted by drought conditions and the secondary effect from insects and disease. The itemized list of recommended tree removals will be provided separately from the Final Report.

3. LiDAR Analysis. An Analysis LiDAR aerial imagery, based on image processing and land use classification, is necessary to provide a report that assesses the canopy cover throughout the City of Oxnard. This report will also include the impacts within the disadvantaged census tracts of the City. This information will provide estimates of vegetation height, cover, and canopy structure that the City of Oxnard will use for the future citywide planning and sustainable goals for improving the Urban Forest and reducing heat impacts.

4. Training. This project includes paid Training for the City’s Urban Forestry staff. This Training will provide the most advanced practices, information, and technology that is available to continue to establish and maintain the City’s Urban Forest in perpetuity. Training must include: continuing education classes for ISA Certified Arborists, continuing education classes for ISA Certified Tree Workers, classes for Agreement No. 32600043

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the ISA C
ertified Arborist Prep Course, classes for ISA Certified Tree Workers, an ISA Certified

Tree Worker Aerial Lift Specialist Prep Course in both English and Spanish, clas ses for
the ISA Tree Risk Assessment Qualification, a Tree Injection Workshop, a Tree Biology Workshop, a Tree Pruning Workshop, and training for a Municipal Specialist.

5. Community Outreach and Education Plan: Consultant will develop and implement a Community Outreach and Education Plan that includes: developing a webpage dedicated to the City’s Urban Forest, a minimum of four community meetings, and a program for youth engagement that may include schools and Community Services programs.

● A webpage that is dedicated to the City’s Urban Forest will be developed as a component of the Community Outreach that will include information on the Tree Inventory, Level 2 Risk Assessment, and LiDAR Analysis.

● Direct community involvement will be provided thr ough public presentations and workshops such as the Parks, Recreation, and Community Services Commission meeting and the Inter-Neighborhood Council Organization (INCO) meeting.

● Consultant will explore opportunities to work with selected Title I schools in disadvantaged communities, to provide education and involvement with this project. The exact number of schools, classes, and students to be involved will be determined once the Consultant is selected and able to engage in outreach with potential schools. It is estimated that approximately 5 school sites will be identified and approximately 250 students will be involved. However, these are estimates to be finalized once the project starts.

All deliverables must be provided as open-source data for integration into asset management software.

4. Final Report:

The Consultant will develop a Final Report consisting of the Tree Inventory and map, the Level 2 Risk Assessment of each tree, the LiDAR Analysis of canopy cover, and any other support documentation of the project including photos, cost estimates, training outcomes, and results of the Community Outreach and Education.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and ArborPro Inc.)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and ArborPro Inc.)

INSURANCE REQUIREMENTS

Prior to contract approval and beginning of services under this agreement, Consultant must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.

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EXHIBIT D

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and ArborPro Inc.)

GRANT AGREEMENT

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GreenLatinos Urban & Community Forestry Program
Subaward Agreement for City of Oxnard
Oxnard Urban Forestry Project
This Subaward Agreem
ent (“Agreement”) is entered into between
GreenLatinos, a nonprofit organization duly incorporated pursuant to the laws of the District of Columbia with principal offices at 1919 14 Street, Suite 700, Boulder, CO 80302 (“GreenLatinos”) and City of Oxnard, with its principal offices at 305 West Third St., Oxnard, CA, 93030 (“Subrecipient”). GreenLatinos and Subrecipient may be collectively referred to as “Parties” or each, individually, as a “Party.”
Contacts: Individuals list
ed below are authorized to act in their
respective areas for matters related to this award. Any revision to key personnel identified in this agreement requires notification by the Subrecipient by email to GreenLatinos within 10 business days.

Principal Subaward Co
ntacts:

Subaward Program Contact:

Eric Humel
305 West Third St., Oxnard, CA, 93030
Telephone: (805) 271-2231
Email: [email protected]
Subaward Financial Co
ntact:

Chandra Crudup
305 West Third St., Oxnard, CA, 93030
(805) 200-5234
Email: [email protected]
Agreement No. 32600043

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 2
Principal GreenLatinos Contacts:

GreenLatinos Program Contact Subaward Financial Contact Rachna Vas
1919 14th Street, Suite 700
Boulder, CO 80302
Telephone: (202) 677-0991
Email: [email protected]
Joe Toolan
1919 14th Street, Suite 700
Boulder, CO 80302
Telephone: (443) 713-9026
Email: [email protected]
Whereas, the originating source of Federal assistance funds for this Agreement is made under the authority of the Cooperative Forestry Assistance Act, P.L. 95-313 as amended, 16 USC section 2105 and Public Law 117-169, Subtitle D, Section 23003(a). The Federal Assistance Listing (formerly Catalog of Federal Domestic Assistance - CFDA) number and name are 10.727, Inflation Reduction Act Urban & Community Forestry Program.

GreenLatinos’ Award Cooperative Agreement (FAIN) number is 24-CA- 11132544-013, and the originating grant period is December 13, 2023to November 30, 2028; and
Whereas, the purpose of this Agreement is to outline Parties’ collaborative efforts to develop and implement an urban and community forestry project (“Project”) funded, supported by, and meeting the United States Department of Agriculture (USDA) Forest Service’s Urban and Community Forestry Program guidelines and objectives; and Whereas, Parties aim to support frontline communities in restoring and expanding urban forest canopy in areas with low tree cover, and engaging residents in community forestry, resulting in (1) increased resilience to heat, flood, and storm events; (2) increased wellness and recreational opportunities; and (3) reductions in greenhouse gas and air quality pollutants in frontline communities across Oxnard, representing disadvantaged census tracts as identified in the attached table.

Now, therefore, the Parties do hereby agree as follows:
1 . TERM. This Agreement shall govern the performance of the Parties for the period [ ] (the “Effective Date”) through November 30, 2027, unless earlier terminated by either Agreement No. 32600043

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 3
party in accordance with the terms of this Agreement (such period of performance, the “Agreement Term”).

2. SCOPE OF WORK AND BUDGET; PRIOR APPROVAL FOR
CHANGES.
a. Scope of Work and Budget. Subrecipient shall, in a
satisfactory manner as determined by GreenLatinos,
perform all activities described in the scope of work as approved by GreenLatinos and attached hereto as
Exhibit A, as may be amended from time to time (the
“Approved Services”) in accordance with the program
budget as approved by GreenLatinos and attached hereto
as Exhibit B, as may be amended from time to time (the
“Approved Budget”).
b. Prior Approval for Changes. Subrecipient may not transfer more than 10% allocated funds among cost categories
within a budgeted program account without the prior
written approval of GreenLatinos nor shall Subrecipient make any changes, directly or indirectly, in program design or in the Approved Services or in the Approved Budget
without the prior written approval of GreenLatinos.

3. ROLES AND RESPONSIBILITIES.
a. GreenLatinos. As a national pass-through partner for the USDA Forest Service that subawards funding to
community-based organizations and local government
agencies serving priority communities, GreenLatinos will have administrative and programmatic oversight over the implementation of and compliance with the terms of this Agreement. GreenLatinos is responsible for:
i. Funding and Payment Processing. GreenLatinos will
provide funding for the project in an amount not to
exceed $984,926 USD. Payment(s) are to be made on
a reimbursable basis according to the Payment
Schedule shown in Exhibit A Table 1. GreenLatinos
will process invoices quarterly.
ii. Invoices. Invoices are to be submitted through
GreenLatinos’ subrecipient portal.
iii. Project Funds. Project funds are to be expended in accordance with the proposed budget, in accordance
Agreement No. 32600043

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 4
with the terms in this Agreement, and fulfilling the
scope of the final and awarded proposal.
iv. Monitoring and Reporting. GreenLatinos will
supervise and aggregate semi-annual performance
and quarterly reimbursement reports, and will
provide an online portal for Subrecipient to submit
reports.
v. Technical Assistance. GreenLatinos may organize
kick-off and close-out convenings, monthly peer
learning calls, and topic-specific webinars on project
design, reporting and financial assistance, and
community engagement. GreenLatinos will provide
case management and some technical assistance.

Requests for technical assistance, supporting project
implementation, shall be submitted through
GreenLatinos subrecipient’ portal.
b. Community Lead. City of Oxnard, Unique Entity Identifier UEI:

JKLUB9N3DXH7, serving as the Community Lead for the City of Oxnard, shall have the legal authority to enter into this award, and the institutional, managerial, and financial capability to ensure proper planning, management, and completion of the proposed project, which includes funds sufficient to pay the non- Federal share of project costs, when applicable. Subrecipient is responsible for:
i. Program Participation. Actively participating in
technical assistance activities organized by
GreenLatinos, including but not limited to kick-off
and close-out convenings, monthly peer learning
calls, topic-specific webinars, training on reporting
and financial assistance, and community
engagement, and submission of technical assistance
requests through GreenLatinos’ online portal.
ii. Project Management and Coordination. Completing
Project deliverables during the designated period of
performance, in accordance with program
requirements.
iii. Finances. Establishing a dedicated account explicitly designated for funds disbursed under this subaward.

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 5
Subrecipient is also responsible for submitting
quarterly reimbursement requests tying program
activities to approved budget expenses, to access
grant funding.
iv. Reporting.
1 ) Quarterly Financial Check-ins and
Reimbursement Reports: Subrecipient shall
submit quarterly reimbursement reports with
reimbursement requests as prescribed by
GreenLatinos throughout the subaward’s
performance period, to be submitted through
GreenLatinos' subrecipient portal. In
accordance with 2 CFR § 200.301, reports must
relate financial data to performance
accomplishments of the federal award.

Quarterly reimbursement reports will be due
on April 10 for Q1 ending on March 31; July 10 for
Q2 ending on June 30; October 10 for Q3
ending on September 30 and January 10 for Q4
ending December 31. There will be informal
quarterly progress check-ins in April and
October where reimbursements and
performance accomplishments will be
discussed. Quantitative and qualitative project
accomplishments must be reported to the
USFS Impact Reporting Platform. Late reports
will result in withholding of reimbursement
payments.
2) Semi-annual Reports: Subrecipient shall submit
semi-annual reports as prescribed by
GreenLatinos throughout the subaward’s
performance period, to be submitted through
GreenLatinos' subrecipient portal. In
accordance with 2 CFR § 200.301, reports must
relate financial data to performance
accomplishments of the federal award. Semi-
annual reports will be due on November 10th
for the period of May 1 to October 31 and May
10th for the period of November 1 to April 31.

Quantitative and qualitative project
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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 6
accomplishments must be reported to the
USFS Impact Reporting Platform. Late reports
will result in withholding of reimbursement
payments.
3) Ongoing Reporting: Ongoing project reporting
may include providing GreenLatinos and the
USDA with success stories with brief project
descriptions, outcomes, photographs and
testimonials via the USDA Forest Service
reporting system.
4) Final Deliverables and Report. By February 28,
2028, submitting all substantial products and
outputs, a final reporting form, high resolution
.jpg photographs of project work (by
submitting a photograph Subrecipient
consents to allow GreenLatinos and USDA
Forest Service to use those photographs in
communications and reporting and represents
and warrants that Subrecipient has obtained all
necessary consents, permissions or licenses
necessary to permit GreenLatinos and USDA
Forest Service to do so), and a detailed record of
project expenditures, including a comparison of
the original proposed budget to award
expenditures.

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 7
v. GreenLatinos Communications. Subrecipient shall
actively communicate their project achievements,
impact, and outcomes with the media. Subrecipients
shall work with GreenLatinos and GreenLatinos’
media consultant to promote their projects to the
media. Clear recognition of USDA's support shall be
included in all press releases, digital, and print media.

Subrecipient shall acknowledge GreenLatinos and
the Forest Service support in any publications,
audiovisuals, and electronic media developed as a
result of this award. Follow direction in USDA
Supplemental 2 CFR 415.2. GreenLatinos may provide
plaques and certificates to all sub-awardees to
acknowledge USDA’s support. If plaques and
certificates are provided, they shall be publicly
displayed. Subrecipients may be asked to present
Project outcomes during a GreenLatinos virtual or in
person meeting, if requested.
1 4. AWARD AND ADMINISTRATION; COMPLIANCE WITH APPLICABLE LAWS.
a. JUSTICE40. The federal match requirement for this award has been waived under the provision of Public Law 117-169 (Inflation Reduction Act), with the requirement that 100% of work and funding under this subaward must benefit
disadvantaged communities.
b. Compliance with Prime Award and Subaward. Subrecipient shall perform all activities funded by this Agreement in accordance with: (i) the Notice of Prime Award attached hereto as Exhibit D, including any amendments thereto;
(ii) the Subaward Data attached hereto as Exhibit E,
including any amendments thereto, which provides a
summary of the Federal Subrecipient agreement data that is required by 2 CFR Part 200 – Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards; (iii) the Approved Services attached hereto as Exhibit A; (iv) the Approved Budget attached hereto as Exhibit B, including any amendments thereto; and (v) the 1 This request is subject to GreenLatinos’ communications schedule and is not guaranteed to be made.

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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
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applicable additional terms and conditions in Exhibit C (each of (i)-(v) above is hereby incorporated by reference into this Agreement). In addition, Subrecipient shall
cooperate fully with GreenLatinos in its efforts to comply with the requirements of the Notice of Prime Award,
including any amendments thereto.
c. Compliance with Applicable Laws. Subrecipient shall
perform all activities funded by this Agreement in
accordance with all applicable federal, state and local laws, including without limitation laws which regulate the use of funds allocated Cooperative Forestry Assistance Act, P.L. 95- 313 as amended, 16 USC section 2105 and Public Law 117-169, Subtitle D, Section 23003(a). The term “federal, state and local laws” as used in this Agreement shall mean all
applicable statutes, rules, regulations, executive orders, directives or other laws, including all laws as presently in effect and as may be amended or otherwise altered during the Agreement Term, as well as all such laws which may be enacted or otherwise become effective during the
Agreement Term.
d. Collaborative Arrangements. Where permitted by terms of the award and federal law, Subrecipient may enter into
collaborative arrangements with other organizations to
jointly carry out activities with Forest Service funds
available under this award. Subrecipient must obtain
approval in writing from GreenLatinos before entering into any collaborative arrangements using Forest Service funds.

GreenLatinos will not approve any subaward arrangements between Subrecipient and other organizations.

Collaborative arrangements are to be restricted to
contractual agreements as set forth by the procurement
standards in 2 CFR Part 200 Subpart D.
e. Disclosures. Subrecipient must promptly disclose to
GreenLatinos all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award.
f. Risk and Receipt of Funding. Subrecipient represents and warrants that, at all times during the Term, it does NOT have active exclusions in the System for Award
Management (sam.gov). Subrecipient’s risk profile must be Agreement No. 32600043

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evaluated in accordance with 2 CFR § 200.332(b) and
deemed favorable, and Subrecipient’s award will be
reported at fsrs.gov in compliance with 2 CFR §170, prior to Subrecipient’s receipt of funds. If the Subrecipient has any active exclusion, it will not be eligible for receipt of funding. g. SAM.GOV Requirement: Subrecipient shall maintain
current organizational information and the original Unique Entity Identifier (UEI) provided for this agreement in the System for Award Management (SAM) until receipt of final payment. This requires annual review and updates, when
needed, of organizational information after the initial registration. More frequent review and updates may be
required for changes in organizational information or
agreement term(s). Any change to the original UEI
provided in this agreement will result in termination of this agreement and de-obligation of any remaining funds. For purposes of this agreement, System for Award
Management (SAM) means the Federal repository into
which an entity must provide information required for the conduct of business as a Cooperative. Additional
information about registration procedures may be found at the SAM Internet site at www.sam.gov.
h. Debarment and Suspension. Subrecipient shall
immediately inform GreenLatinos if they or any of their principals are presently excluded, debarred, or suspended from entering into covered transactions with the federal government according to the terms of 2 CFR Part 180.

Additionally, should Subrecipient or any of their principals receive a transmittal letter or other official federal notice of debarment or suspension, then they shall notify
GreenLatinos without undue delay. This applies whether the exclusion, debarment, or suspension is voluntary or involuntary. Subrecipient must complete the form AD-
1048, Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion, Lower Tier Covered Transactions, attached hereto as Exhibit H.
i. Restrictions on Lobbying. If the Subaward amount exceeds $100,000, Subrecipient shall file the certification required by 49 CFR Part 20, “New Restrictions on Lobbying.” The
subrecipient shall certify that it will not and has not used Agreement No. 32600043

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Project Amount: $984,925.00
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Project Number: 00000023
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Federally appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any
federal contract, grant or any other award covered by
31 USC section 1352. Subrecipient shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that Federal contract, grant or award covered by 31 USC section 1352. Such
disclosures shall be forwarded to GreenLatinos.

Subrecipient shall ensure that any
subcontractors/subconsultants under this Agreement shall certify the same. GreenLatinos is responsible for keeping the certification of Subrecipient, who is in turn responsible for keeping the certification forms of
subcontractors/subconsultants (provided, however, that
nothing in this section shall be construed to permit
Subrecipient to retain or hire
subcontractors/subconsultants without the written
permission of GreenLatinos).
j. Notification. Subrecipient shall notify GreenLatinos within 5 business days of all developments that have a
significant impact on the activities supported under
this award, including but not limited to financial
developments. Also, notification must be given in
case of problems, delays or adverse conditions that
materially impair the ability to meet the objectives of the award. This notification must include a statement
of the action taken or contemplated, and any
assistance needed to resolve the situation.
k. No Funding of Research and Development. This award is not for research and development and the cost of
independent research and development, including their
proportionate share of indirect costs, are unallowable. l. Members of Congress. Pursuant to 41 USC section 22, no member of, or delegate to, Congress shall be admitted to any share or part of this award, or benefits that may arise therefrom, either directly or indirectly.

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 1

5. FINANCIAL MANAGEMENT AND ADMINISTRATION.
a. Office of Management and Budget (OMB) Guidance.

Subrecipient is subject to OMB guidance in subparts A
through F of 2 CFR Part 200, as adopted and supplemented by the USDA in 2 CFR Part 400 and must follow regulations found in 2 CFR 200.331 through 2 CFR 200.333. Electronic copies of the CFRs can be found at: ecfr.gov.
b. Use of Award Funds. Award funds and any interest earned on them shall not be used:
i. To carry out propaganda, or otherwise to attempt to
influence legislation (within the meaning of
section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) or as prohibited by OMB
Circular A-122, section 25 regarding lobbying;
ii. To participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for
public office (within the meaning of section 501(c)(3)
of the Code);
iii. To make any awards to individuals or organizations (unless pre-approved in writing by GreenLatinos).
iv. No part of the Award funds shall be paid to any
GreenLatinos official, and Awardee acknowledges
that no gifts or services were or will be rendered to
GreenLatinos or any GreenLatinos official in exchange
for this Award.
c. Allowable Expenditures. All expenditures made with funds provided under this subaward must be exclusively for
allowable program expenditures incurred during the
period of this subaward.
d. Purchase of Equipment. Subrecipient may not use the
funds received under this Agreement for any purchase of equipment.
e. Single Audit. In accordance with 2 CFR 200 Uniform
Administrative Requirements, Cost Principles and Audit
Requirements, found in section 200.501(a), audit
requirements for federal awards, non-federal entities that expend $750,000 or more in federal awards from all
funding sources during their fiscal year, must agree to have a Single Audit conducted in accordance with
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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 2
section 200.514 Scope of Audit. Further, section 200.512 requires that the final report for such an audit be
completed within nine months of the entity’s fiscal year end. As a condition of this award, the subrecipient will be required to annually certify if their organization has been subject to the Single Audit requirement according to the above citations. If required, the subrecipient will complete any required Single Audit no later than nine months after the end of the entity’s fiscal year, and will send the Single Audit report to GreenLatinos within 10 business days of its completion.
f. Election of De Minimis Rate. For the administration of this subaward, GreenLatinos has elected to use the de minimis indirect cost rate of 10% of modified total direct costs (MTDC) as allowed under 2 CFR § 200.414(f). Subrecipient has chosen to waive recovery of indirect costs related to this Project.

City of Oxnard hereby elects to waive recovery of indirect costs for this project. ______ (Please initial)

6. REPORTING.
a. Financial Status Reporting.
i. Subrecipient is subject to the OMB guidance in
subparts A through F of 2 CFR Part 200, as
adopted and supplemented by the USDA in
2 CFR Part 400 and must follow the regulations
found in 2 CFR 200.331 through 2 CFR 200.333.
ii. All subawards $30,000 or more must be
reported at fsrs.gov in compliance with
2 CFR 170. See Attachment for full text.
iii. All financial and programmatic records and
supporting documents pertinent to this award
must be kept for a period of three years from
the date of submission of the final financial
statement report including expenditures from
this award, per federal regulations. These
records may be subject to an audit by the
federal donor agency, GreenLatinos and/or their
representatives. All records are to be
maintained for the additional duration
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
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necessary to complete an audit and/or resolve
all questions concerning expenditures, unless
approval has been provided from GreenLatinos
to dispose of records.
iv. If any litigation, claim or audit is started before the expiration of the three-year period, the
records shall be retained until litigation, claims
or audit findings involving the records has been
resolved.
v. Subrecipient is expected to take reasonable
care that systems are in place to ensure funds
expended under this award are used for the
purposes described in the subaward and can be
properly accounted for.
b. Program Performance Reports. The subrecipient shall
perform all actions identified and funded in
application/modification narratives within the
performance period identified in award and submit
Programmatic Reporting as set forth in the Award
Agreement.

7. INSURANCE.
a. Insurance. Subrecipient shall maintain all the following insurance coverage during the period of this subaward:
i. General Liability and Property Damage. With respect
to all operations performed under this Agreement,
Subrecipient shall carry general liability insurance
having all major divisions of coverage including, but
not limited to: Premises - Operations, Products and
Completed Operations, Personal Injury Liability,
Contractual Liability. The policy shall be on an
occurrence form and limits shall not be less than:
$1,000,000 Each Occurrence, $2,000,000 General
Aggregate, $1,000,000 Products/Completed
Operations Aggregate, and $1,000,000 Personal and
Advertising Injury.
ii. Automotive Liability. The Party shall carry automotive liability insurance covering all motor vehicles,
including hired and non-owned coverage, used in
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 4
connection with the Agreement. Limits of coverage
shall not be less than $500,000 combined single limit.

If performance of this Agreement involves
construction, or the transport of persons or
hazardous materials, limits of coverage shall not be
less than $1,000,000 combined single limit. If the
Party does not own or operate motor vehicles, they
must apply for an Automotive Liability Waiver
through GreenLatinos. Should the Party obtain or
begin operating a vehicle they must obtain liability
insurance meeting the requirements above.
iii. Workers Compensation. With respect to all
operations performed, the Party shall carry workers’
compensation insurance in accordance with the laws
of the state in which the Subrecipient is performing
work under this subaward. Subrecipient must
provide written Proof of Insurance to GreenLatinos
within 30 days of the effective date of this Agreement
and annually as requested. If Subrecipient is self-
insured, the Subrecipient must provide written
documentation verifying self-insured status. Proper
documentation will override stated insurance
requirements.

8. INDEMNIFICATION. Subrecipient shall defend and hold
GreenLatinos, its employees, officers, directors, agents and representatives harmless from any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and attorney’s fees, which they may suffer arising from any act or omission or neglect of Subrecipient, its employees, officers, directors, agents or representatives, or anyone else for whose acts Subrecipient may be responsible, in the performance of
Subrecipient’s obligations under this Agreement. This provision shall survive the expiration or termination of this Agreement for any or no reason.

9. COMMUNICATIONS AND USE OF INTELLECTUAL PROPERTY.
a. Use of GreenLatinos and Forest Service Insignias. Grantor must submit and receive approval in writing from an
individual authorized by the GreenLatinos and Forest
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 5
Service to consent on their behalf on all requests to use the Forest Service and GreenLatinos insignias on any published media, such as a webpage, printed publication, or
audiovisual production.
b. GreenLatinos and Forest Service Acknowledged in
Publications, Audiovisuals, and Electronic Media.

Subrecipient shall acknowledge GreenLatinos and Forest
Service support in any publications, audiovisuals, and
electronic media developed as a result of this award,
following direction in USDA Supplemental 2 CFR 415.2.

Public announcements of the Award may be made by the
Subrecipient, GreenLatinos, and the Forest Service. Any related press release, media alert, website posting, or other publication about the Program or the Award made by
Subrecipient must acknowledge the Forest Service and
GreenLatinos support. All public announcements must be submitted to GreenLatinos for approval at least two weeks prior to publication.
c. Use of Subrecipient Insignia. Subrecipient hereby
authorizes GreenLatinos to include its insignia in
mutually agreed-upon advertising copy, solely in
connection with this Agreement, subject to prior
review and approval of such use by Subrecipient
which shall not be unreasonably withheld.
d. Copyright and Ownership. No reports, maps, or other
documents produced in whole or in part under this
Agreement shall be the subject of an application for
copyright by or on behalf of Subrecipient. Ownership
of all designs, reports, drawings, studies, estimates,
models, computations, and other related items
(“Work Product”) prepared under this Agreement
shall vest in GreenLatinos upon payment to the
Subrecipient for all Services and Deliverables
rendered herein through the date of the expiration or
termination of this Agreement. Subrecipient hereby
assigns to GreenLatinos all right, title and interest in any Work Product.

10. TERMINATION.

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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 6
a. By GreenLatinos. This subaward may be terminated, in whole or in part pursuant to 2 CFR 200.340. GreenLatinos may, by giving written notice to Subrecipient, terminate this Agreement without penalty in whole or in part for
cause, which shall include, without limitation: (i) failure for any reason of Subrecipient to fulfill timely and properly any of its obligations under this Agreement, including failure to comply with any provision of this Agreement;
(ii) Subrecipient’s default, breach or any intervening
casualty which poses an immediate threat to life, health or safety; (iii) Subrecipient’s breach of its representations, warranties and certifications contained in this Agreement; (iv) the suspension or debarment or determination that
Subrecipient or any of its principals are ineligible to participate in federal assistance awards or contracts;
(v) Subrecipient’s failure to maintain the insurance
coverage in the form and/or amounts required by
GreenLatinos pursuant to this Agreement; (vi) the
submission by Subrecipient to the Forest Service or
GreenLatinos of reports that are incorrect or incomplete in any material respect; (vii) ineffective or improper use by Subrecipient of funds received under this Agreement;
(viii) suspension, termination, in whole or in part of, or absence or reduction of appropriations for, grants or
reimbursements to GreenLatinos; (ix) the necessity for
termination and/or amendment of this Agreement so as to make any terms of this Agreement consistent with federal, state or local laws; (x) fraudulent activities on the part of Subrecipient; and (xi) the filing of bankruptcy, receivership or dissolution by or with respect to Subrecipient.

GreenLatinos may also terminate this Agreement in whole or in part without cause upon 30 days’ written notice to Subrecipient.
b. By Subrecipient. If Subrecipient is unable or unwilling to comply with any additional conditions or requirements
which may arise as a result of changes in or additions to any federal, state or local laws after the commencement of the Agreement Term, including without limitation those
applied by the Forest Service in their grants and
reimbursements to GreenLatinos, and which thereby
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 7
become applicable to Subrecipient during the Agreement
Term, Subrecipient shall terminate this Agreement by
giving written notice to GreenLatinos. The effective date of such notice of termination shall be no earlier than 30 days from the date of the notice.
c. Liability for Default. Whether or not this Agreement is terminated, Subrecipient shall be liable to GreenLatinos for damages sustained by GreenLatinos by virtue of any breach of this Agreement by Subrecipient and GreenLatinos shall be liable to Subrecipient for any direct damages sustained by Subrecipient by virtue of any breach of this Agreement by GreenLatinos. This shall include, without limitation, liability of Subrecipient for the disallowance by the Forest Service of the reimbursement of charges submitted by
GreenLatinos for services provided by Subrecipient under this Agreement where the disallowance is in any way
attributable to Subrecipient, including the provision or maintenance by Subrecipient of inadequate or erroneous
records or billing documentation of services provided. If any such reimbursement of charges is disallowed as a
result of an audit by the Forest Service of Subrecipient or GreenLatinos, the amount disallowed must be paid by
Subrecipient to GreenLatinos from funds other than those provided by GreenLatinos under this Agreement. Under no circumstances will GreenLatinos be liable to Subrecipient for any indirect damages.

11. GENERAL PROVISIONS.
a. Governing Law. This Agreement shall be governed by the laws of the District of Columbia without giving effect to the conflicts of laws provisions thereof.
b. Integration. This Agreement supersedes all oral
agreements, negotiations and representations between the parties pertaining to the subject matter of this Agreement. c. Severability. In the event that any portion of this Agreement is held to be unenforceable, such portions shall not limit or otherwise modify or affect any other portion of this
Agreement.
d. Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not be deemed a Agreement No. 32600043

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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
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waiver of any subsequent breach by the other party of the same or of different provisions.
e. Binding Effect; Assignment. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the
benefit of the parties and their respective and permitted successors, transferees and assigns. Subrecipient shall not assign, subcontract or transfer any of its rights,
responsibilities or obligations under this Agreement
without GreenLatinos’s prior written consent, which
GreenLatinos may withhold in its sole discretion. Any
attempted assignment, subcontract, or transfer of this
Agreement in violation of this Section shall be void. Should Subrecipient assign, subcontract or transfer any of its rights, responsibilities or obligations hereunder with such consent from GreenLatinos, Subrecipient and the party to which it proposes to assign or subcontract its
responsibilities or services hereunder must enter into a written agreement that is consistent with this Agreement and the various requirements specified hereunder and that is approved by GreenLatinos prior to its execution.
f. Notices. Notices given by GreenLatinos or Subrecipient will be sufficient only if in writing and mailed or transmitted electronically by e-mail or through the reporting system directly, to the points of contact and addresses specified in Exhibit A: Scope of Services. Notices will be effective when delivered, or on the effective date of the notice, whichever is later.
g. Modifications. Subrecipient may request scope of work or budget modifications in alignment with their original scope of work, any changes will be made by mutual consent and requested according to Notices above. Modifications must be approved prior to the date when these modifications will be implemented. GreenLatinos reserves the right to deny modifications, which compromise the original scope of
work or were not approved prior to commencement.

GreenLatinos also reserves the right to deny payment for modifications that were not previously approved.
h. Subawardee. Subrecipient will act as a subawardee in the performance of the Services under this Agreement.

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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1 9
Accordingly, Subrecipient shall be responsible for the terms described in 2 CFR 200.
i. Disputes. In the event of any issue of controversy
under this Agreement, the Parties may pursue
Alternate Dispute Resolution (ADR) procedures to
voluntarily resolve those issues provided that
GreenLatinos shall have the right to, and be
permitted to, seek and obtain injunctive relief from a
court of competent jurisdiction. If GreenLatinos and
Subrecipient agree to arbitrate any controversy or
claim arising out of this Agreement; any such
arbitration shall be fully and finally resolved in
binding arbitration in a proceeding brought in
accordance with the Commercial Arbitration Rules
of the American Arbitration Association before a
single arbitrator. The arbitration proceedings shall
be confidential. The arbitrator shall not have the
authority to modify or change any of the terms of
this Agreement. The arbitrator’s award shall be final
and binding upon GreenLatinos and Subrecipient,
and judgment upon the award may be entered in
any court of competent jurisdiction in any state of
the United States or country or application may be
made to such court for a judicial acceptance of the
award and an enforcement as the law of such
jurisdiction may require or allow. The arbitrator may
require the losing party thereto, as determined by
the arbitrator, to bear the costs and fees incurred in
any such arbitration.

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 20
This Subaward Agreement shall become effective upon the signatures of authorized representatives of both Parties. An electronic copy shall be deemed an original signature.

Signature Date
Mark Magaña, Executive Director
GreenLatinos
Signature Date
Alexander Nguyen, City Manager
City of Oxnard
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 21

APPENDIX
Exhibit A: Scope of Services
Exhibit B: Program Budget
Exhibit C: Additional Terms and Conditions
Exhibit D: Notice of Prime Award
Exhibit E: Subaward Data
Exhibit F: Whistleblower Notice
Exhibit G: 2 CFR Part 170
Exhibit H: Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
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EXHIBIT A
SCOPE OF Work
GreenLatinos USDA IRA Urban & Community Forestry Program Attachment A: Scope of Work for City of Oxnard
Oxnard Urban Forestry Project
I. Project Participants & Primary Points of Contact
a. Community Lead: City of Oxnard
b. Mailing Address: 305 West Third St., Oxnard, CA, 93030 c. Project Director (Award/Organization Point of Contact): Steve Howlett, Assistant Public Works Director, (805) 385-7830, [email protected]
d. Program Manager: TBD; cc Eric Humel, Grants Coordinator, (805) 271-2231, [email protected]
e. Finance Point of Contact: Chandra Crudup, Financial Analyst, (805) 200-5234
f. Cross Departmental Participants: N/A
g. External Partners: N/A
II. Project Background
a. Project Title: Oxnard Urban Forestry Project
b. Project Description: The project involves a tree inventory and Level 2 Risk Assessment of the approximately 56,000 trees that are managed by the City of Oxnard. The project also includes training for the City’s urban forest staff, LiDAR for analyzing canopy cover, and the removal of approximately 325
dead and dying trees that pose risks and have been
impacted by climate impacts and subsequent stressors such as pests and disease. The project will serve as the foundation for all future City urban forest planning and management, including for building long- term resilience to climate impacts and forest and people wellness. c. Total Funding: $984,925.00
d. Period of Performance: [ ]– November 30, 2027
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Project Amount: $984,925.00
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e. Priority Census Tracts (Disadvantaged Communities) Served: Please refer to the attached table of census tracts
III. Project Scope: Deliverables, Timeline, Reporting and Payment Schedule
Project reports, due dates, and reimbursements are scheduled below.

GreenLatinos will make quarterly reimbursements over the course of this project, in accordance with satisfactory progress reports.

Table 1. Schedule of Project Deliverables and Payments
2024: Begin procurement process for tree inventory and risk assessment, and LiDAR canopy cover analysis consultant
Begin procurement process for arboriculture training for City staff involved in urban forest management
2024:

Oct. 2024: Contracts awarded to consultants for the above procurements
Feb. 2025: Training complete for City tree staff
March 2026: Tree inventory, Level 2 Risk Assessment, and LiDAR canopy cover analysis complete
Tree removal work procurement initiated
Tree removal work contract awarded
Tree removal work complete (an estimated 325 trees)
2026:

Oct. 2026:

Oct. 2027:

Dec. 2027: Final Project Report, Photos, and Financial Report Schedule of Quarterly Financial Reimbursement Reports
Quarterly financial reimbursement reports will be due as follows:

Performance Period Due Date to
GreenLatinos
Q1: 1/1 – 3/31 4/10
Q2: 4/1 – 6/30 7/10
Q3: 7/1 – 9/30 10/10
Q4: 10/1 – 12/31 1/10
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Schedule of Semi-Annual Program Reports
Semi-Annual program reports will be due as follows:

Performance Period Due Date to
GreenLatinos
Semi-Annual Report 1: 5/1 – 10/31 11/10
Semi-Annual Report 2: 11/1 – 4/30 5/10
IV. Signatures
This Scope of Work shall become effective upon the signatures of authorized representatives of both Parties. An electronic copy shall be deemed an original signature.

Signature Date
Mark Magaña, Executive Director
GreenLatinos
Signature Date
Alexander Nguyen, City Manager
City of Oxnard
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PROJECT NARRATIVE

1. Project Scope Alignment:

The City of Oxnard manages approximately 48,806 trees within its urban forest. The City does not have a current inventory of all of these trees. The City is comprised of multiple areas that are designated as disadvantaged (about half of the City by area). In order to maximize the positive impact of urban forestry on disadvantaged communities, specifically access to the health, social, ecological, and economic benefits of urban forests, an accurate inventory and assessment is necessary to determine the City’s urban forest needs. There are many areas with low tree canopy cover, especially within the disadvantaged census tracts of the City. These census tracts are also those most impacted by dense populations, with more need for no-cost recreation within walking distance, and with the most vulnerability to extreme heat impacts.

The Public Health Institute conducted an urban heat monitoring project in 2021, focusing on 20 Oxnard parks. The study focused on parks in census tracts with high heat impact and low tree canopy. The study’s results indicated that low tree canopy impacted temperature extremes in the parks. However, more information is required in order to extend the study to all City parks, and to recommend tree canopy increase amounts across the City in order to reduce urban heat impacts, especially in the most disadvantaged neighborhoods.

The project will encourage proactive and systematic maintenance and monitoring of urban trees in order to improve urban forest health. The project will assess risk to Oxnard’s urban forest from pests, disease, and adverse climate impacts. For example, Oxnard has had to reduce irrigation to its parks due to long-term drought. At the same time, Oxnard’s urban forest has been negatively impacted by the effects of the drought as well as adverse climate impacts such as an increased amount of hot and dry wind events, and increased high temperatures. In order to address the urban forest’s health, especially impacts from pests and disease that have been exacerbated by these climate impacts, a Level 2 Tree Inventory Assessment is critical in effectively maintaining and monitoring the forest’s health into the future. The inventory and assessment is especially critical as a more resilient urban forest is to be put in place through the findings of the proposed Level 2 Tree Inventory Assessment.

The project thus advances the health and wellness of forests and people, in line with the objectives of the Ten-Year Urban and Community Forestry Action Plan.

The project will contribute to the goals of Justice40, State Forest Action Plan, and Ten-Year Urban and Community Forestry Action Plan priorities, as described below.

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Paid Training in Urban Forestry: The project will include paid training experiences for the City’s urban forestry staff, so that they can continue to establish and maintain the urban forest in the future using the most advanced skills and perspective on project management, and understand urban forest management with the most current holistic methodology. The project contributes in this way to increasing workforce development of the City’s urban forest management team. The project will thus improve urban forest management, maintenance, and arboricultural practices in the City.

Mitigation and Adaptation: The project works to address State Forest Action Plan objectives, including mitigation and adaptation to the effects of climate change on the City’s urban forest. The proposed project is a critical step in terms of addressing the anticipated rise in temperatures, and the fluctuations and uncertainty in precipitation that Oxnard and the west coast is forecast to experience in the future.

The project thus is a critical foundation to address the building of the long-term resilience of the City’s urban forest, and in increasing the health and resilience of the trees. The project is a critical step in restoring a resilient and sustainable urban forest as it assesses tree health, analyzes canopy cover, in the urban forest that has been impacted by climate change challenges. The project will determine areas at greatest risk from the threats of climate change, and initiates proactive measures to reduce and mitigate risks.

Resource Conservation and Protection: The project works to conserve existing tree resources, and provides plans for adapting them to climate impacts and subsequent pest and disease stressors. The project protects existing tree resources by addressing immediate pest and disease issues that threaten the trees. The project thus serves as a comprehensive resource for enhancing the City’s urban forestry stewardship of the 48,806 trees managed by the City. The inventory/assessment and educational components of the project promote better use of technology and tools in urban forestry.

Urban Forest Enhancement: The project enhances the existing urban forest by mapping gaps in canopy cover that can be addressed with increased trees, areas with increased heat impacts that can be addressed by increased canopy, and helping to mitigate climate change. According to data from NOAA, Ventura County is warming faster than any other county in the continental U.S. Thus residents of the City of Oxnard, especially its residents in disadvantaged communities, would strongly benefit from the increased canopy cover, cooling effects and air quality improvements that trees offer and that will be improved as a result of this comprehensive assessment, which will inform future tree plantings.

Advancing environmental justice: The project addresses components of the Climate Change category of benefits of the White House Environmental Justice40 Initiative by initiating the building of resilience in Oxnard’s urban forest, and by addressing Agreement No. 32600043

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the needs of the disadvantaged communities of Oxnard, through laying the foundation for the future management of the City’s urban forests, including mitigating heat islands with increased tree cover and sustainable shade in these communities.

2. Implementation Strategy/Methodology/Timeline:

Proposed approach: The project includes the following elements:

1. Tree Inventory and Level 2 Risk Assessment for the City’s approximately 48,806 trees

2. LiDAR aerial imagery, image processing, land use classification, analysis and report to assess canopy cover throughout the disadvantaged census tracts of the project.

3. Tree removals of those trees recommended to be removed as part of the Tree Inventory and Level 2 Risk Assessment, as a first step in restoring the urban forest using a methodology rooted in increased resilience. An estimated 325 trees will be removed.

4. Training: The project includes an urban forestry management training class for Oxnard’s permanent urban forestry staff. The training will involve topics such as tree data analysis, understanding basic practices related to long-term management of the trees, ways to improve existing tree management practices, and strategies for maintaining the tree management software.

5. Community engagement to involve the community in the urban forestry project, including presentations/workshops, a webpage, and outreach and education for youth.

The proposed approach involves the completion of a citywide tree inventory and Level 2 Risk Assessment. The City will contract with a consultant to complete the inventory and risk assessment, with the support of City of Oxnard Parks Division staff and the City’s certified arborist staff. The report will be conducted in tandem with training for existing City staff.

Proposed methodology: The City will contract with a consultant to create an inventory and map of the estimated 48,806 trees managed by the Public Works Department. The inventory will also include the basic (Level 2) risk assessment of each tree.

Project Schedule/Timeline with goals/milestones:The project will be initiated upon grant award.
o 2024: Begin procurement process for
tree
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inventory and risk assessment, and LiDAR canopy cover
analysis consultant, and outreach
o 2024: Begin procurement process for arboriculture
training for City staff involved in urban forest management o Oct.-Nov. 2024: Contracts awarded to consultants for the above procurements
o Feb. 2025: Training complete for City tree staff
o March 2026: Tree inventory, Level 2 Risk Assessment, and LiDAR canopy cover analysis complete
o June 2026: Tree removal work procurement initiated
o Oct. 2026: Tree removal work contract awarded
o Oct. 2027: Tree removal work complete
o Dec. 2027: Final Project Report, Photos, and Financial Report Expected accomplishments or measurable outcomes:

Inventory and Assessment: The project will yield a citywide tree inventory and basic (Level 2) risk assessment of 48,806 trees. The inventory and risk assessment will serve as the foundation for all future City of Oxnard urban forest planning and management, including for building long- term resilience to climate impacts and forest and people wellness. The project will result in the removal of problem trees that pose risks, and have been impacted by climate impacts and subsequent stressors such as pests and disease that have impacted the trees. Risk assessment will include both qualitative and quantitative methodologies to determine hazard, clarify preventative maintenance and other tree risk abatement necessary per tree, assess pest and disease factors, and assess decay. Tree inventory will include assessing of each tree, stump, and vacant planting location. The inventory is a critical step in strategically managing the City’s urban forest, and identifying planting opportunities. A tree inventory report will be created.

Light Detection and Ranging (LiDAR): LiDAR aerial imagery, image processing, land use classification, analysis and a report to assess canopy cover throughout the disadvantaged census tracts that compose the project. The project will utilize the spectral, height, and spatial information contained in the obtained datasets in order to estimate tree canopy cover. The outcomes will be spatially explicit and will provide highly accurate estimates of vegetation height, cover and canopy structure.

The LiDAR data will allow the City to utilize citywide planning and analysis leading to more informed urban forest management.

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Tree Removals: Trees recommended to be removed as part of the Tree Inventory and Level 2 Risk Assessment will be a first step in restoring the urban forest using a methodology rooted in increased resilience. An estimated 325 dead, dying, or trees that pose a risk will be removed. Drought conditions, followed by the secondary effect of the insects attacking the trees (aphids, thrips, scale, and shothole borer), are responsible for the tree mortality as assessed by the City's ISA certified arborist on staff.

Training: The project includes urban forestry management training classes for Oxnard’s permanent urban forestry staff. The training will involve topics such as tree data analysis, understanding basic practices related to long-term management of the trees, ways to improve existing tree management practices, and strategies for maintaining the tree management software.

Community Engagement: Funding for this category will include the creation of a Trees page on the City’s website, including information on the tree inventory, risk assessment, LiDAR canopy cover analysis, and dead/dying tree removals. The community will be able to be more involved in the inventory and analyses through public presentations and workshops such as at an estimated 4 Parks, Recreation, and Community Services Commission meetings. Also, the goal is to work with selected Title I schools in disadvantaged communities, to provide education and involvement in the tree inventory and canopy cover analysis process. The exact number of schools, classes, and students to be involved will be determined once the consultants are on board and able to engage in outreach with potential schools, especially those that are adjacent to parks and parkways that have trees. It is estimated that approximately 5 school sites will be identified, and approximately 250 students will be involved, but these numbers are estimates and remain to be finalized. Once the project starts, principals and teachers of potential schools will be engaged in the planning process. Engagement of schools will be very promising based on past efforts of the City.

Project assessment/evaluation methods:

City staff, including the City arborist, will oversee the inventory and risk assessment work conducted by the consultants. City staff will ensure that the reports meet the objectives and deliverables specified, in order to serve as a foundation for the future tree removal and tree replanting needs of the City, especially in terms of planting more resilient tree species that can withstand the climate impacts, and associated pest and disease impacts that are expected in the future. Tree removal work will also be evaluated by City staff, including the City Arborist.

Communications Plan:

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The City will create a website regarding the project, to provide information to the community about the source of funding, and the goals and objectives of the funding. The information will also be posted on the City’s social media outlets.

Funding information will also be communicated in press materials when distributed. The project will also include community engagement efforts, focused on involving the disadvantaged communities of Oxnard in the project as relevant.

4. Disadvantaged Community Outreach:

The project scope will benefit and provide outreach to residents of Oxnard's disadvantaged communities. The outreach will include online posting of details of the tree inventory and risk assessment, presentations at the Parks, Recreation, and Community Services Commission meetings. The project will also engage the Inter- neighborhood Council organization, to relay findings and gather contacts to be involved in the upcoming Urban Forest Management Plan process, which will include a community advisory committee that will utilize the findings of this project. The community will be engaged in determining how canopy data collected will be shared and benefit the disadvantaged communities of the City.

Youth will be able to be involved in the tree inventory and canopy cover analysis, as described above.

There are 3 census tracts, out of the 39 census tracts of the City, which are not classified as disadvantaged. However, note that census tract 06111003609 has Oxnard Beach Park within it, which is a large park at the beach that is used by residents from the disadvantaged communities of Oxnard. Also, tract 06111003612 has the Channel Islands Harbor area in it, which is used by residents from Oxnard's disadvantaged communities as a recreational venue. And tract 06111003605 has Via Marina Park in it, a public park used by residents from adjacent disadvantaged communities.

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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
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EXHIBIT B

PROGRAM BUDGET
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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://w ww.greenlatinos.org/ Email: [email protected] 32
Budget Narrative
Contractual
Tree Inventory and Level 2 Risk Assessment: The cost of the Tree Inventory and Level 2 Risk Assessment is estimated at $7 per tree. This estimate was provided by the City’s Parks Manager based on their recent experience. As there are 48,806 trees estimated that are managed by the City, the total budget for this item is $341,642. $7 X 48,806 = 341,642
Year 1: 7 X $24,403 trees = $170,821
Year 2: 7 X $24,403 trees = $170,821
Community Engagement: This line item will fund a community engagement process, including 4 community presentations/workshops, the creation of a webpage with content for residents to track ongoing progress, including the tree inventory, risk assessment, and justification for dead and dying tree removals. The community engagement will also integrate outreach regarding the LiDAR canopy cover analysis, including with local schools where available through classroom- based presentations. The cost is estimated at $55,533 . This cost was estimated after a phone cost estimate was provided by a consultant who does tree inventories, tree risk assessments, and community engagement.

Training: Urban forestry management training classes for Oxnard’s permanent urban forestry staff. The training will involve topics such as tree data analysis, understanding basic practices related to long-term management of the trees, ways to improve existing tree management practices, and strategies for maintaining the tree management software. The cost is estimated at $15,000. These costs were estimated by the City’s certified arborist on staff based on their experience, and a quote was also requested from a training provider. This training line item covers exam fees, test fees, courses, study guides, and test preparation training for certified arborist and certified tree worker exams and certifications. $50/hour X 300 hrs = $15,000
LiDAR for canopy cover analysis: The estimated cost for the LiDAR canopy cover analysis is a lump sum based on the area of the City of Oxnard. The cost is estimated at $30,000 . The analysis includes aerial imagery, image processing, land use classification, analysis and a report assessing canopy cover. This quote was provided by a consultant.

For 16,640 acres = $30,000
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://w ww.greenlatinos.org/ Email: [email protected] 33
Tree Removals: It is estimated that 325 trees will be recommended to be removed as part of the Tree Inventory and Level 2 Risk Assessment process. The trees cost an estimated $1,670 each to remove. This cost was provided by the City’s Parks Manager, based on recent experience. The total is $542,750 for the removal of the 325 trees.

Year 2: 162 trees X $1,670 = $270,540
Year 3: 163 trees X $1,670 = $272,210
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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
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EXHIBIT C

ADDITIONAL TERMS AND CONDITIONS

1. NONDISCRIMINATION STATEMENT – PRINTED, ELECTRONIC, OR AUDIOVISUAL MATERIAL. Subrecipient shall include the following statement, in full, in any printed, audiovisual material, or electronic media for public distribution developed or printed with any federal funding:

In accordance with federal law and U.S. Department of
Agriculture (USDA) civil rights regulations and policies, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age, disability, and reprisal or retaliation for prior civil rights activity. (Not all prohibited bases apply to all programs.) Program information may be made available in languages other than English. Persons with disabilities who require alternative means of communication for program
information (e.g., Braille, large print, audiotape, and American Sign Language) should contact the responsible state or local Agency that administers the program or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. To file a program discrimination complaint, a complainant should complete a Form AD-3027, USDA Program Discrimination Complaint Form, which can be obtained online at
https://www.ocio.usda.gov/document/ad-3027, from any USDA office, by calling (866) 632-9992, or by writing a letter addressed to USDA. The letter must contain the complainant’s name, address, telephone number, and a written description of the alleged discriminatory action in sufficient detail to inform the Assistant Secretary for Civil Rights about the nature and date of an alleged civil rights violation. The completed AD-3027 form or letter must be submitted to USDA by: (1) Mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue SW, Washington, D.C. 20250-9410; (2) Fax:
(833) 256-1665 or (202) 690-7442; or (3) Email:
[email protected]. If the material is too small to permit the full Non-Discrimination Statement to be included, the material will, at a minimum, include the alternative statement:
“This institution is an equal opportunity provider.”
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2. TRAFFICKING IN PERSONS.
a. Provisions applicable to a Recipient that is a private entity:
i. Subrecipient and its employees, may not:
1) Engage in severe forms of trafficking in
persons during the period of time that the
award is in effect;
2) Procure a commercial sex act during the
period of time that the award is in effect; or
3) Use forced labor in the performance of the
award or subawards under the award.
ii. This award may be unilaterally terminated,
without penalty, if a Subrecipient that is a private
entity:
1) Is determined to have violated a prohibition in
paragraph a.1 of this award term; or
2) Has an employee who is determined by the
agency official authorized to terminate the
award to have violated a prohibition in
paragraph a.1 of this award term through
conduct that is either:
(a) Associated with performance under this award;
or
(b) Imputed to you or the Subrecipient
using the standards and due process
for imputing the conduct of an
individual to an organization that are
provided in 2 CFR part 180, “OMB
Guidelines to Agencies on
Government wide Debarment and
Suspension (Nonprocurement).”
b. Provision applicable to a Recipient other than a private entity: This award may be unilaterally terminated,
without penalty, if a Subrecipient that is a private entity:
i. Is determined to have violated an applicable
prohibition in paragraph a.1 of this award term; or
ii. Has an employee who is determined by the agency
official authorized to terminate the award to have
violated an applicable prohibition in paragraph a.1 of
this award term through conduct that is either:
1) Associated with performance under this award; or
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2) Imputed to the subrecipient using the
standards and due process for imputing
the conduct of an individual to an
organization that are provided 2 CFR part
180, “OMB Guidelines to Agencies on
Government wide Debarment and
Suspension (Nonprocurement).”
c. Provisions applicable to any Subrecipient:
i. You must inform GreenLatinos and the Forest Service
immediately of any information you receive from any
source alleging a violation of a prohibition in paragraph a.1 of this award term.
ii. The right to terminate unilaterally that is described in paragraph a.2 or b of this section:
1) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 USC
§ 7104(g)), and
2) Is in addition to all other remedies for noncompliance available under this award.
d. Definitions. For purposes of this award term:
i. “Employee” means either:
1) An individual employed by Subrecipient who
is engaged in the performance of the project
or program under this award, or
2) Another person engaged in the performance of the
project or program under this award and not
compensated by you including, but not limited to, a
volunteer or individual whose services are
contributed by a third party as an in-kind
contribution toward cost sharing or matching
requirements.
ii. “Forced labor” means labor obtained by any of the
following methods: the recruitment, harboring,
transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or
coercion for the purpose of subjection to involuntary
servitude, peonage, debt bondage, or slavery.
iii. ”Private entity”
1) Means any entity other than a state, local
government, Indian tribe, or foreign public
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entity, as those terms are defined in 2
CFR 175.25.
2) Includes:
(a) A nonprofit organization, including
any nonprofit institution of higher
education, hospital, or tribal
organization other than one included
in the definition of Indian tribe at
2 CFR 175.25(b).
(b) A for-profit organization.
iv. “Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the meanings given at section 103 of the TVPA, as amended (22 USC § 7102).

3. PROHIBITION AGAINST USING FUNDS WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS.
a. Subrecipient may not require its employees, contractors, or Subrecipients seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a
designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.
b. Subrecipient must notify its employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with
paragraph 1 of this award provision are no longer in effect. c. The prohibition in paragraph 1 of this award provision does not contravene requirements applicable to any other form issued by a federal department or agency governing the
nondisclosure of classified information.
d. If GreenLatinos or the Government determines that the Subrecipient is not in compliance with this award provision, it;
i. Will prohibit the Subrecipient’s use of funds under this award in accordance with sections 743, 744 of Division E of the Consolidated Appropriations Act, 2016, (Pub. L. 114-113) or any successor provision of law; and
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ii. May pursue other remedies available for the Subrecipient’s material failure to comply with award terms and conditions.

4. ELIGIBLE WORKERS. Subrecipient shall ensure that all employees complete the I-9 form to certify that they are eligible for lawful employment under the Immigration and Nationality Act (8 USC § 1324(a)). Subrecipient shall comply with regulations regarding certification and retention of the completed forms. These requirements also apply to any contract or supplemental instruments awarded under this award.

5. FREEDOM OF INFORMATION ACT. Public access to award or agreement records must not be limited, except when such records must be kept confidential and would have been exempted from disclosure pursuant to Freedom of Information regulations (5 USC § 552). Requests for research data are subject to 2 CFR 315(e). Public access to culturally sensitive data and information of Federally- recognized Tribes may also be explicitly limited by P.L. 110-234, Title VIII Subtitle B § 8106 (2009 Farm Bill).

6. PATRIOT ACT. Subrecipient agrees to comply with all applicable requirements of the USA Patriot Act and Executive Order 13224, and all subsequently enacted legislation, executive orders, or regulations, designed to prevent any Award funds from being used in support of terrorism or a terrorist organization.

7. PROMOTING FREE SPEECH AND RELIGIOUS FREEDOM. As a recipient of USDA financial assistance, grantees (including Subrecipient) will comply with the following:
a. Do not discriminate against applicants for sub-grants on the basis of their religious character.
b. Code of Federal Regulations (CFR) part 16.3(a), Rights of Religious Organizations.
c. Statutory and national policy requirements, including those prohibiting discrimination and those described in Executive Order 13798 promoting free speech and religious freedom, 2 CFR 200.300.

8. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO
SURVEILLANCE SERVICES OR EQUIPMENT. Cooperators (including Agreement No. 32600043

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Subrecipient) are responsible for compliance with the prohibition on certain telecommunications and video surveillance services or equipment identified in 2 CFR 200.216. See Public Law 115-232, Section 889 for additional information. In accordance with 2 CFR 200.216, grantees (including Subrecipient) are prohibited from obligating or expending loan or grant funds for covered telecommunications equipment or services to:
a. Procure or obtain, extend or renew a contract to procure or obtain;
b. Enter into a contract (or extend or renew a contract) to procure; or
c. Obtain the equipment, services or systems.

9. DRUG FREE WORKPLACE
A. Subawardee agree(s) that it will publish a drug-free workplace statement and provide a copy to each employee who will be engaged in the performance of any
project/program that receives federal funding. The
statement must:
a. Tell the employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a
controlled substance is prohibited in its workplace;
b. Specify the actions subawardee will take against
employees for violating that prohibition; and
c. Let each employee know that, as a condition of
employment under any award, the employee:
i. Shall abide by the terms of the statement, and
ii. Shall notify subawardee in writing if they are
convicted for a violation of a criminal drug
statute occurring in the workplace, and shall do
so no more than 5 calendar days after the
conviction.

B. Subawardee agree(s) that it will establish an ongoing drug- free awareness program to inform employees about
a. The dangers of drug abuse in the workplace;
b. The established policy of maintaining a drug-free
workplace;
c. Any available drug counseling, rehabilitation and
employee assistance programs; and
d. The penalties that you may impose upon them for
drug abuse violations occurring in the workplace.

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C. Without the GreenLatinos Case Manager’s expressed
written approval, the policy statement and program must be in place as soon as possible, no later than the 30 days after the effective date of this instrument, or the completion date of this subaward, whichever occurs first.

D. Subawardee agrees to immediately notify the GreenLatinos Case Manager if an employee is convicted of a drug
violation in the workplace. The notification must be in writing, identify the employee’s position title, the award number of each award on which the employee worked. The
notification must be sent to the Case Manager within 10 calendar days after subawardee learns of the conviction.

E. Within 30 calendar days of learning about an employee’s conviction, GreenLatinos must either
a. Take appropriate personnel action against the
employee, up to and including termination, consistent
with the requirements of the Rehabilitation Act of
1973 (29 USC 794), as amended, or
b. Require the employee to participate satisfactorily in a drug abuse assistance or rehabilitation program
approved for these purposes by a Federal, State or
local health, law enforcement, or other appropriate
agency.

10. TEXT MESSAGING WHILE DRIVING
In accordance with Executive Order (EO) 13513, “Federal Leadership on Reducing Text Messaging While Driving,” any and all text messaging by Federal employees is banned: a) while driving a Government owned vehicle (GOV) or driving a privately owned vehicle (POV) while on official Government business; or b) using any electronic equipment supplied by the Government when driving any vehicle at any time. All Cooperators, their Employees, Volunteers, and Contractors are encouraged to adopt and enforce policies that ban text messaging when driving company owned, leased or rented vehicles, POVs or GOVs when driving while on official Government business or when performing any work for or on behalf of the Government.

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EXHIBIT D

NOTICE OF PRIME AWARD
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EXHIBIT E

SUBAWARD DATA
(i) Subrecipient Name City of Oxnard
(ii) Subrecipient Unique Entity Identifier: JKLUB9N3DXH7 (iii) Federal Award Identification Number
(FAIN):
24-CA-11132544-013
(iv) Federal Award Date of Award to the
Recipient by the Federal Agency:

October 12, 2023
(v) Subaward Period of Performance Start
Date:
[ ]
(vi) Subaward Period of Performance End Date: 11/30/2027 (vii Amount of Federal Funds Obligated by this
Action by the Pass-Through Entity to the
Subrecipient:
$984,925
(vii Total Amount of Federal Funds Obligated to
the Subrecipient by the Pass-Through
Entity Including the Current Obligation:
$984,925
(ix) Total Amount of the Federal Award
Committed to the Subrecipient by the Pass-
Through Entity:
$984,925
(x) Federal Award Project Description: The project involves a tree inventory and Level 2 Risk Assessment of the
approximately 48,806 trees that are
managed by the City of Oxnard, urban
forest training for the City’s urban forest
staff, LiDAR for analyzing canopy cover, the
removal of approximately 325 dead and
dying trees in disadvantaged communities
and involve youth who will participate in
the tree inventory and LiDAR canopy cover
analysis. This project will serve as the
foundation for all future City urban forest
planning and management.

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EXHIBIT F

WHISTLEBLOWER NOTICE
Whistleblowers perform an important service to USDA and the public when they come forward with what they reasonably believe to be evidence of wrongdoing. They should never be subject to reprisal for doing so. Federal law protects federal employees as well as personal services contractors and employees of federal contractors, subcontractors, grantees, and subgrantees against reprisal for whistleblowing. USDA bears the responsibility to ensure that nothing in a non-disclosure agreement which a contractor, subcontractor, grantee, or subgrantee requires their employees to sign should be interpreted as limiting their ability to provide information to the Office of Inspector General (OIG).
41 USC section 4712 requires the head of each executive agency to ensure that its contractors inform their workers in writing of the rights and remedies under the statute. Accordingly, it is illegal for a personal services contractor or an employee of a federal contractor, subcontractor, grantee, or subgrantee to be discharged, demoted, or otherwise discriminated against for making a protected whistleblower disclosure. In this context, these categories of individuals are whistleblowers who disclose information that the individual reasonably believes is evidence of one of the following:

Gross mismanagement of a federal contract or grant;
A gross waste of federal funds;
An abuse of authority relating to a federal contract or grant; A substantial and specific danger to public health or safety; or A violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.

To be protected under 41 USC section 4712, the disclosure must be made to one of the following:

A Member of Congress, or a representative of a committee of Congress;
The OIG;
The Government Accountability Office (GAO);
A Federal employee responsible for contract or grant oversight or management at USDA;
An otherwise authorized official at USDA or other law
enforcement agency;
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A court or grand jury; or
A management official or other employee of the contractor, subcontractor, or grantee who has the responsibility to investigate, discover, or address misconduct.

Under 41 USC section4712, personal services contractors as well as employees of contractors, subcontractors, grantees, or subgrantees may file a complaint with OIG, who will investigate the matter unless they determine that the complaint is frivolous, fails to allege a violation of the prohibition against whistleblower reprisal, or has been addressed in another proceeding.

OIG’s investigation is then presented to the head of executive agency who evaluates the facts of the investigation and can order the contractor, subcontractor, grantee, or subgrantee to take remedial action, such as reinstatement or back pay.

Federal Acquisition Regulation (FAR) Subpart 3.903, Whistleblower Protections for Contractor Employees, Policy, prohibits government contractors from retaliating against a contract worker for making a protected disclosure related to the contract. FAR Subpart 3.909-1 prohibits the Government from using funds for a contract with an entity that requires its employees or subcontractors to sign internal confidentiality statements prohibiting or restricting disclosures of fraud, waste, or abuse to designated persons. This prohibition does not contravene agreements pertaining to classified information. The regulation also requires contracting officers to insert FAR clause 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights, in all solicitations and contracts that exceed the Simplified Acquisition Threshold as defined in FAR Subpart 3.908. This clause requires notification to contractor employees that they are subject to the whistleblower rights and remedies referenced in 41 USC section 4712.

In order to make a complaint alleging any of the violations mentioned above, one should complete the OIG Hotline form located at:
https://www.usda.gov/oig/hotline. For additional information, they may also visit the WPC’s webpage at: https://www.usda.gov/
oig/wpc or they may directly contact the WPC at [email protected].

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EXHIBIT G
2 CFR PART 170

1. Reporting Subawards and Executive Compensation.
a. Reporting of First-Tier Subawards.
i. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that equals or exceeds $30,000 in federal funds for a subaward to a non-federal entity or Federal agency (see definitions in paragraph e. of this award term).
ii. Where and When to Report.
1) The non-federal entity or federal agency must
report each obligating action described in
paragraph a.1. of this award term to
http://www.fsrs.gov.
2) For subaward information, report no later than the
end of the month following the month in which
the obligation was made. (For example, if the
obligation was made on November 7, 2010, the
obligation must be reported by no later than
December 31, 2010.)
iii. What to Report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify.
b. Reporting Total Compensation of Recipient Executives for Non-Federal Entities.
i. Applicability and What to Report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if
1) The total federal funding authorized to date under
this federal award equals or exceeds $30,000 as
defined in 2 CFR 170.320;
2) in the preceding fiscal year, you received
(a) 80% or more of your annual gross revenues from
Federal procurement contracts (and
subcontracts) and Federal financial assistance
subject to the Transparency Act, as defined at 2
CFR 170.320 (and subawards), and
(b) $25,000,000 or more in annual gross revenues
from federal procurement contracts (and
subcontracts) and federal financial assistance
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subject to the Transparency Act, as defined at
2 CFR 170.320 (and subawards); and,
3) The public does not have access to information
about the compensation of the executives through
periodic reports filed under section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 USC
§ 78m(a), 78o(d)) or section 6104 of the Internal
Revenue Code of 1986. (To determine if the public
has access to the compensation information, see
the U.S. Security and Exchange Commission total
compensation filings at
http://www.sec.gov/answers/
execomp.htm.)
ii. Where and When to Report . You must report executive total compensation described in paragraph b.1. of this award term:
1) As part of your registration profile at
https://www.sam.gov.
2) By the end of the month following the month in
which this award is made, and annually thereafter.
c. Reporting of Total Compensation of Subrecipient Executives. i. Applicability and What to Report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier non-federal entity Subrecipient under this award, you shall report the names and total compensation of each of the
Subrecipient’s five most highly compensated executives for the Subrecipient’s preceding completed fiscal year, if
1) in the Subrecipient’s preceding fiscal year, the
Subrecipient received
(a) 80% or more of its annual gross revenues from
federal procurement contracts (and
subcontracts) and federal financial assistance
subject to the Transparency Act, as defined at 2
CFR 170.320 (and subawards) and,
(b) $25,000,000 or more in annual gross revenues
from federal procurement contracts (and
subcontracts), and federal financial assistance
subject to the Transparency Act (and
subawards); and
2) The public does not have access to information
about the compensation of the executives through
periodic reports filed under section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 USC
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§ 78m(a), 78o(d)) or section 6104 of the Internal
Revenue Code of 1986. (To determine if the public
has access to the compensation information, see
the U.S. Security and Exchange Commission total
compensation filings at
http://www.sec.gov/answers/
execomp.htm.)
ii. Where and When to Report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term:
1) To the recipient.
2) By the end of the month following the month
during which you make the subaward. For
example, if a subaward is obligated on any date
during the month of October of a given year (i.e.,
between October 1 and 31), you must report any
required compensation information of the
Subrecipient by November 30 of that year.
d. Exemptions. If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:
i. Subawards, and
ii. The total compensation of the five most highly compensated executives of any subrecipient.
e. Definitions. For purposes of this award term:
i. “Federal Agency” means a Federal agency as defined at 5 USC section 551(1) and further clarified by 5 USC section 552(f). ii. “Non-Federal Entity” means all of the following, as defined in 2 CFR part 25:
1) A governmental organization, which is a state, local government, or Indian tribe;
2) A foreign public entity;
3) A domestic or foreign nonprofit organization; and,
4) A domestic or foreign for-profit organization
iii. “Executive” means officers, managing partners, or any other employees in management positions.
iv. “Subaward”:
1) This term means a legal instrument to provide
support for the performance of any portion of the
substantive project or program for which you
received this award and that you as the recipient
award to an eligible subrecipient.

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2) The term does not include your procurement of
property and services needed to carry out the
project or program (for further explanation, see 2
CFR 200.331).
3) A subaward may be provided through any legal
agreement, including an agreement that you or a
subrecipient considers a contract.
v. “Subrecipient” means a non-federal entity or federal agency that:
1) Receives a subaward from you (the recipient)
under this award; and
2) Is accountable to you for the use of the federal
funds provided by the subaward.
vi. Total compensation means the cash and noncash dollar value earned by the executive during the recipient’s or subrecipient’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)).

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EXHIBIT H

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY

AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS OMB No. 0505-0027 Expiration
Date: 09/30/2025
Certification Regarding
Debarment, Suspension,
Ineligibility and Voluntary
Exclusion Lower Tier Covered
Transactions
The following statement is made in accordance with the Privacy Act of 1974 (5 USC § 552a, as amended). This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, and 2 CFR sections 180.300, 180.335, Participants’ responsibilities. The regulations were amended and published on August 31, 2005, in 70 Fed. Reg. 51865-51880. Copies of the regulations may be obtained by contacting the Department of Agriculture agency offering the proposed covered transaction.

According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number.

The valid OMB control number for this information collection is 0505- 0027. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The provisions of appropriate criminal or civil fraud, privacy, and other statutes may be applicable to the information provided.
(Read instructions on page two before completing certification.) A. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency;
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B. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

ORGANIZATION NAME
City of Oxnard

PR/AWARD NUMBER OR

PROJECT NAME
JKLUB9N3DXH7

NAME(S) AND TITLE(S) OF AUTHORIZED REPRESENTATIVE(S)
Alexander Nguyen, City Manager

SIGNATURE DATE
In accordance with federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs).

Remedies and complaint filing deadlines vary by program or incident.

Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.

To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) Agreement No. 32600043

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632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S.

Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: [email protected].

USDA is an equal opportunity provider, employer, and lender.

Instructions for Certification
(1) By signing and submitting this form, the prospective lower tier participant is providing the certification set out on page 1 in accordance with these instructions.
(2) The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal
government, the department or agency with which this
transaction originated may pursue available remedies,
including suspension or debarment.
(3) The prospective lower tier participant must provide immediate written notice to the person(s) to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (4) The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “person,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549, at 2 CFR Parts 180 and 417. You may contact the Department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.
(5) The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it may not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared Agreement No. 32600043

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://w ww.greenlatinos.org/ Email: [email protected] 70
ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the Department or agency with which this transaction originated.
(6) The prospective lower tier participant further agrees by submitting this form that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. (7) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the General Services Administration’s System for Award Management Exclusions database.
(8) Nothing contained in the foregoing shall be construed to require establishment of a system of records to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the
ordinary course of business dealings.
(9) Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

Form AD-1048 (REV 12/22)
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Certificate Of Completion
Envelope Id: A10727FC7C0E4B2E9A782C31844F47DB Status: Completed Subject: Complete with Docusign: Oxnard GreenLatinos USDA IRA UCF Grant Package.Signed.Initialed.8.23.24.pdf Source Envelope:

Document Pages: 99 Signatures: 0 Envelope Originator:

Certificate Pages: 5 Initials: 3 Molly
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
72632 Coyote Rd.

Pendleton, OR 97801
[email protected]
IP Address: 73.229.196.232
Record Tracking
Status: Original
8/23/2024 10:01:03 AM
Holder: Molly
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Cayuse Shared Services Location: DocuSign Signer Events Signature Timestamp
Eric Humel
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.81.180.50
Sent: 8/23/2024 10:01:28 AM
Viewed: 8/23/2024 10:40:24 AM
Signed: 8/23/2024 10:40:46 AM
Electronic Record and Signature Disclosure:

Accepted: 8/23/2024 10:40:24 AM
ID: 51760599-e121-4f12-88af-753233d294ab
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Joe Toolan
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/23/2024 10:01:29 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Rachna Vas
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 8/23/2024 10:01:29 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/23/2024 10:01:29 AM
Certified Delivered Security Checked 8/23/2024 10:40:24 AM Signing Complete Security Checked 8/23/2024 10:40:46 AM Completed Security Checked 8/23/2024 10:40:46 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Cayuse Shared Services (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Agreement No. 32600043

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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Cayuse Shared Services:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Cayuse Shared Services of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Cayuse Shared Services
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Cayuse Shared Services
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify Cayuse Shared Services as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Cayuse Shared Services during the course of your relationship with Cayuse Shared Services.

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State, Private, and Tribal Forestry | September 2023
Award Administration Guide for
Grantees

INFLATION REDUCTION ACT - URBAN AND

COMMUNITY FORESTRY GRANT (U&CF)
Cover image: Chicago skyline of urban forest. USDA Forest Service photo by Preston Keres.

This guide address
es high level and general components of grants administration process for recipients/grantees. For general assistance or inquiries on your IRA-UCF grants award, contact your local Grants & Agreements office or Access Branch, [email protected]
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In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all pr ograms). Remedies and complaint filing deadlines vary by program or incident.

Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877 -8339.

Additionally, program information may be made available in languages other than English.

To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD - 3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: [email protected].

USDA is an equal opportunity provider, employer, and lender.

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Table of Contents
Part I: Forest Service Awards .............................................................................................................................. 2 A. Grant Award Life Cycle .................................................................................................................................... 2 Notice of Award ............................................................................................................................................... 2 Composition of an FS Award ............................................................................................................................ 3 B. Grant Periods ................................................................................................................................................... 3 C. Domestic Grant & Cooperative Agreement Checklist ..................................................................................... 4 Part II: Grant Administration ..................................................................................................................................... 5 D. Terms and Definitions ...................................................................................................................................... 5 E. Monitoring Project Performance ...................................................................................................................... 7 Roles and Responsibilities............................................................................................................................... 7 Support under Continuing Grants..................................................................................................................... 8 F. Changes & Prior Approval ............................................................................................................................... 8 Budget Revisions ............................................................................................................................................. 8 Key Personnel ................................................................................................................................................. 8 Cost Sharing .................................................................................................................................................... 9 Reporting Requirements .................................................................................................................................. 9 Types of Reporting ........................................................................................................................................ 10 G. Grant Closeout ............................................................................................................................................... 11 H. Record Retention and Audit........................................................................................................................... 11 Part III - Financial Requirements and Payments .................................................................................................... 13 I. Payment Requirements ................................................................................................................................. 13 Requesting Payments .................................................................................................................................... 13 Payment Process ........................................................................................................................................... 14 Part IV: Grantee Standards ................................................................................................................................... 15 J. Financial Management Systems Standards .................................................................................................. 15 K. Property Management Standards .................................................................................................................. 15 L. Procurement Standards ................................................................................................................................. 16 Part V: Allowability of Costs .................................................................................................................................. 17 M. Basic Considerations ..................................................................................................................................... 17 Other Considerations ..................................................................................................................................... 18 N. Direct Costs ................................................................................................................................................... 19 Compensation - Personal Services ................................................................................................................ 19 O. Other Direct Costs .......................................................................................................................................... 20 P. Indirect Costs ................................................................................................................................................. 21 Part VI: Other Post Award Requirements and Considerations ............................................................................ 22 Q. Common Federal Statutes ............................................................................................................................. 22 R. Suspension and Termination Procedures ..................................................................................................... 23 S. Termination by Mutual Agreement ................................................................................................................. 24 Appendix ........................................................................................................................................................ 24 Agreement No. 32600043

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Part I: Forest Service Awards
The Award and Administration Guide provides general guidance to USDA Forest Service policies regarding the award and administration of domestic grants (DG) and Cooperative Agreements (CA), Commonly referred to as awards. Refer to 2 CFR § 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as they apply to Forest Service financial instruments. This guide addresses both high level and general components of the grant administration process for recipients who apply for federal financial assistance through the USDA Forest Service. In instances where there is a discrepancy between this Award Administration Guide, or any previously mentioned statutory codes, the original Forest Service Handbook and Manual and Federal Regulatory Code maintains precedence.

CONTACT FOR FURT

HER INFORMATION

For general questions related to this Forest Service Award Administration Guide, please contact the following shared inbox: [email protected]. For inquires specif ic to a Forest Service Award, contact the Grants and Agreements Specialist listed in the Award Notification package.

A. Grant Award Life Cycle

In general, once the Federal agency completes the application review process, the Award phase begins. The final award decisions rest solely in the hands of the federal agency staff with fiduciary responsibility and legal authority to enter into a binding instrument, i.e., domestic grants (DG) and Cooperative Agreements (CA). Federal staff review and make award recommendations based on the programmatic and financial reviews of the applications.

These recommendations are reviewed within a series of levels to ensure compliance with all prescribed regulatory language.

Notice of Award

Once the final award decision is made, the awarding agency sends the notification to the entities selected for funding. The award package specifies key factors such as the award amount, performance measures, reporting requirements, etc. It is considered the formal, legally binding document. When you or your organization accepts the award (i.e., by signing the award package) you become legally obligated to carry out the full terms and conditions of the award or known as a grant or an agreement instrument. As an award recipient, you are also subject to federal statutory and regulatory requirements as outlined in the agreement.

Awardees are free to accept or reject the grant or cooperative agreement as awarded. The FS recognizes a recipient’s formal acceptance of the award upon the recipient’s provision of a signature on the award package. If an awardee chooses not to accept an award, the award form does not need to be signed; however, as a courtesy, a documented notification should be sent to the recipient’s FS staff such Grants Management Specialist (GMS) and Program Manager (PM) informing them of the withdraw.

Award: After the review of all applications, the awarding agency makes award determination and sends out notifications of award.

Post Award (Award Adminstration): This phase begins with a successful applicant, known as grantee, awardee or recipient. This phase consist of grant implementation, monitoring and reporting. This guide primarily address this phase.

Close Out: Closeout is when the grant process ends. In order to complete a closeout, award recipient, must submit the final financial and programmatic reports for Program Managers and other FS staff to review.

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Composition of a FS Award

Composition of a FS award includes:

• A ward Notice: In most instances, FS transmits award notices to organizations via e-mail.

• Administrative Federal Award Requirements ( 2 CFR Chapter II )

• the budget, which indicates the amounts, by categories of expense, and any other requirements.

• any FS general conditions referenced in the award;

• the proposal referenced in the award;

• any FS program announcement, or other documents or special requirements incorporated in the award.

B. Grant Periods

Apart from fixed amount awards, a FS grant gives authority to the grantee to commit and expend funds for allowable costs in support of the project, up to the amount specified in the grant. This action can be performed at any time during the grant period. Expenditures may not be charged prior to the start date without prior approval from a program manager.

All funding agreements will be for a period of 5 years. All activities and expenses must be completed within 5 years of award. Funding agreements will not be extended beyond 5years.

Grantees will be expected to implement and demonstrate measurable progress within twelve ( 12) months of award.

Definitions
Execution Date or Award Date is the date of last signature on Forest Service Award.

Start Date- is the date specified in the grant notice on or after which, except for fixed amount awards, expenditures may be charged to the grant. Typically, the start date is the same as the execution date, however, there could in instances where the start date is after the execution (but should not be before, unless there is approval from an authorized FS personnel (i.e., Partnership Coordinator, Program Manager, Grants Management Specialist).

End Date- is the date specified in the grant notice after which expenditures may not be charged against the grant except to satisfy obligations to pay allowable project costs committed on or before that date.

Grant Period or Period of Performance- is the period between the start date and the end date of a Forest Service grant shown as the duration.

Budget Period- the period of time that a grantee can incur expenses. This time generally occurs during a period of performance but may be different based on the structure of your award. Please consult your Partnership Coordinator, Program Manager or Grants Management Specialist if you have questions.

Changes in a Grant Peri od
Once an award is made, the start date cannot be changed. However, grantees have the authority to incur pre - award costs by written approval from a Program Manager. The end date may be changed with an approved request for continued support, a no-cost grant extension, or with approval of a request for supplemental support.

When appropriate, the FS Grants Management Specialist will issue an amendment to the grant.

No-cost extension requests should be routed to the appropriate FS official (i.e., PM, GMS) for review and approval.

The final approval will come from the FS Grants & Agreements Specialist. If a request is approved, there will be amendment to the grant specifying a new end date.

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Grantees are cautioned not to make new commitments or incur new expenditures after the end date of the approved budget period.

The request must explain the need for the extension and include an estimate of the unobligated funds remaining and a plan for their use. Unobligated funds that remain at the end of the grant is not in itself sufficient justification for an extension. The plan must adhere to the previously approved objectives of the project.

C. Domestic Grant & Cooperative Agreement Checklist

FORM NUMBER FORM TITLE REQUIREMENT TO USE
SF-424 Application for Federal Assistance Always required.

SF-424A Budget Information – Non-Construction
Programs
Required for non-construction
projects.

SF-424B Assurances – Non-Construction Programs Required for non-construction projects.

Project Narrative Detailed description of project activities. Always required.

Expanded/Detailed
Project Budget Detailed Budget - Optional format is available Always required.

AD-1047 Certification Regarding Debarment, Suspension,
and Other Responsibility Matters Always required.

AD-1048
Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion – Lower Tier
Covered Transactions
Require when a contractual line is
included in the budget. ONLY for
use with a subrecipient. The
recipient keeps the form in their
records and does not submit to the
Forest Service.

AD-1049 Certification Regarding Drug-Free Workplace
Requirements
Required for all new packages,
except for individuals and State
governments.

AD-1052 Certification Regarding Drug-Free Workplace
Requirements, State and State Agencies
Required for all new packages that
are with State agencies.

AD-3030
Representations Regarding Felony Conviction
And Tax Delinquent Status For Corporate
Applicants
Required for profit or non-profit
entity that has filed articles of
incorporation.

SF-LLL Certification Regarding Lobbying
Disclosure of Lobbying Activities
This may be required when an
award exceeds $100,000.

NICRA Negotiated Indirect Cost Rate Agreement
Required if Grantee/Cooperator is
asking for reimbursement of
indirect costs and not using the Di
Minimus rate of 10%.

D. Pass Through Funding (Sub-Awards)

Section D applies only to Pass-Through Funding Entities selected to administer a national, regional, or sub-regional level competitive sub-award program. Pass Through Funding Entities greatly expand the capacity of the USDA Forest Service to expedite funding to small community-based organizations and other administratively and technically burdened partners serving disadvantaged communities.

Funding to Pass-Thr
ough Entities will be executed through a grant, or a cooperative agreement with substantial Forest Service involvement, at the full discretion of the USDA Forest Service.

Pass-Through Funding Entities with national sub-award portfolios will be managed through the Urban and Community Forestry Program in the Washington Office, and will be comprised of :

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1) A suite of pre-selected applications submitted through the USDA Forest Service Urban and Community Forestry IRA NOFO grant portal that are below the minimum funding threshold for direct award by the USDA Forest Service; and

2) Applications competitively awarded directly by the Pass-Through Funding Entity.

All national, regional and sub-regional Pass Through Funding Entities administering a competitive sub award program must comply with the following requirements:

1. Competitively subaward a minimum of 80% of funding to community-based organizations, or other partners serving disadvantaged communities.

2. Design an equal opportunity competitive project application submission and evaluation process that alleviates burden, including but not limited to technical and administrative burden, on small, capacity - constrained applicants.

3. Develop outreach efforts and plans to reach all underserved or disadvantaged communities, especially urban communities, tribal governments and indigenous communities, youth, and public minority land grant institutions, for awareness of the availability of sub-award funding.

4. Develop a sub-award process that ensures efficient and effective fund dispersal and completion of sub- awardee projects within a 1year period. All sub-awardee projects must be completed within the five-year, Pass-Through Entity grant performance period.

5. Create an efficient progress and financial tracking and accomplishment reporting system for Urban and Community Forestry IRA sub-award projects.

6. Manage the application in-take processes, evaluations, subawards process, project risk through ongoing monitoring, and project tracking and reporting for communities. Subawards to communities will not be individually approved by the Forest Service. Submit timely financial and progress reports and success stories (brief project description and outcomes, with project photographs and recipient testimonials where feasible) with the USDA Forest Service.

7. Assist sub-awardee with development and distribution of communications and promotional materials that support the funded program of work and reflect IRA as the source of funding.

Part II: Grant Administration
The post award phase comprises a significant amount of work over the duration of the award dates, which includes implementing the grant, reporting progress, and completing the closeout requirements. The federal agency that makes the award to you is also there to assist and ensure you or your organization complies with the grant terms and conditions.

E. Terms and Definitions

Advance Payment - means a payment that FS makes by any appropriate payment mechanism, including a predetermined payment schedule, before the grantee disburses the funds for program. purposes.

Cognizant - Having a legal awareness or jurisdiction over an award. This is usually a FS employee, such as, a Grants Management Specialist or Program Manager.

Community Based Organization - means a public or nonprofit organization that supports and/or represents a community and/or certain populations within a community through engagement, education, and other related services provided to individual community residents and community stakeholders. A “community” can be characterized by a particular geographic area and/or by the relationships among members with similar interests and can be characterized as part of a broader national or regional community where organizations can be focused on the needs of urban, rural and/or tribal areas, and other similar groups.

Cooperative Agreement - Cooperative agreement means a legal instrument of financial assistance between a Agreement No. 32600043

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Federal awarding agency and a recipient or a pass-through entity and a subrecipient that, consistent with 31 U.S.C. 6302–6305:

(1) Is used to enter into a relationship the principal purpose of which is to transfer anything of value to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3) ); and not to acquire property or services for the Federal Government or pass-through entity's direct benefit or use; (2) Is distinguished from a grant in that it provides for substantial involvement of the Federal awarding agency in carry
ing out the activity contemplated by the Federal award. (3) The term does not include:
(i) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (ii) An agreement that provides only:
(A) Direct United States Government cash assistance to an individual; (B) A subsidy;
(C) A loan;
(D) A loan guarantee; or
(E) Insurance.

Disbursements/Outlays/Expenditures – means charges made by the grantee to a project or program for which an FS award was received.

Domestic Grant Agreement - Grant agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non-Federal entity that, consistent with 31 U.S.C. 6302, 6304:
(1) Is used to enter into a relationship the principal purpose of which is to transfer anything of value to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3) ); and not to acquire property or services for the Federal awarding agency or pass-through entity's direct benefit or use; (2) Is distinguished from a cooperative agreement in that it does not provide for subs tantial involvement of the Federal awarding agency in carrying out the activity contemplated by the Federal award. (3) Does not include an agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(vi) A loan guarantee; or
(v) Insurance.

Grantee - means the organization or other entity that receives a grant and assumes legal and financial responsibility and accountability both for the awarded funds and for the performance of the grant-supported activity. FS grants are normally made to organizations rather than to individual Principal Investigator/Project Director(s). Categories of eligible proposers may be found in GPG Chapter I.E.

Obligations – means funds authorized by an FS Signatory Official for a specific FS award creating a balance payable to a grantee.

Grantee Obligations – means orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the grantee during the same or a future period.

Instrument - a means by which something is affected or done. A legal document or policy giving agency to a partner or grantee.

Payments – means the funds transferred from FS to the grantee by electronic funds transfer (Automated Clearing House (ACH)) and on some rare occasions by check or by wire for same day electronic funds transfer or international payments.

Pass-through entity (PTE) – means a non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

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Unliquidated Obligations – for grantee financial reports prepared on a cash basis, means obligations incurred by the grantee that have not been paid (liquidated). For grantee reports prepared on an accrual expenditure basis, means obligations incurred by the grantee for which an expenditure has not been recorded.

Unobligated Balance – means the amount of funds under an FS award that the grantee has not obligated. The amount is computed by subtracting the cumulative amount of the grantee’s unliquidated obligations and expenditures of funds under the FS award from the cumulative amount of the funds that FS has authorized the grantee to obligate.

Sub-Award - an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient - an entity, usually but not limited to non-Federal entities, that receives a subaward from a pass- through entity to carry out part of a Federal award; but does not include an individual that is a beneficiary of such award. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Program Income - means gross income earned by the grantee that is directly generated by a supported activity or earned as a result of the grant during the period of performance. Program income includes, but is not limited to, income from fees for services performed, the use of rental or real or personal property acquired under the grant, the sale of commodities or items fabricated under the grant, license fees and royalties on patents and copyrights, and principal and interest on loans made with grant funds. Interest earned on advances of Federal funds is not program income. Except as otherwise provided in Federal statutes, regulations, or the terms and conditions of the grant, program income does not include rebates, credits, discounts, and interest earned on any of them.

Suspension - means an action by FS that temporarily withholds Federal support of a project pending corrective action by the grantee or a decision by FS to terminate the grant.

Termination - means the ending of the FS award, in whole or in part at any time prior to the planned end of the period of performance.

F. Monitoring Project Performance

Roles and Responsibilities

Grantees: Domestic G
rant Award grantee has full responsibility for the conduct of the project or activity supported under an FS grant and for the results achieved. A Cooperative Agreement is distinguished from a domestic grant in that it provides for substantial involvement of the Federal awarding agency in carrying out the activity contemplated by the Federal award. Regardless of award type, all grantees should monitor the performance of the project to assure adherence to performance goals, time schedules or other requirements as appropriate to the project or the terms and conditions of the grant. To carry out these responsibilities, each grantee organization shall agree to comply with the applicable Federal requirements for grants and to the prudent management of a ll expenditures and actions affecting the grant. Documentation for each expenditure or action affecting the grant shall reflect appropriate organizational reviews or approvals, which should be made in advance of the action.

Organizational reviews are intended to help assure that expenditures are allowable, necessary, and reasonable for the conduct of the project, and that the proposed action:
• is consistent with grant terms and c
onditions;
• is consistent with FS and grantee policies;
• represents effective utilization of resources; and
• does not constitute changes in objectives or scope.

Forest Service Program Managers (PM): A PM may conduct a review on behalf of the agency. They can review project accomplishments, grantee management control systems and administration and management of the grant and to provide technical assistance as may be required. If any site visit is made by the FS on the premises of the Agreement No. 32600043

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grantee or a subrecipient under a grant, the grantee shall provide and shall require its subrecipients to provide all reasonable facilities and assistance for the safety and convenience of the FS representatives. PMs are generally responsible with the following:
• Monitoring of financial and performance standards
• Evaluating project data to ensure compliance with the grant agreement. • Completing desk audits or site visits as needed.
• Reviewing invoices (SF-270) for accuracy and approval of payments • Monitoring financial capability
• M aintain an ongoing, periodic assessment of current and cumulative project activities for all their grants and agreements.

Grants Management Specialist (GMS):
• A ssist the PM as needed to provide direction regarding equipment justification, purchase, reporting, and disposition.
• Ensuring that any required forms are completed and placed in the official files. • Upon disposition of equipment, the GMS follow the collection process through to completion in financial systems.

Notwithstanding these responsibilities, FS continues to encourage communication between grantees, PMs, and GMS on the progress of projects supported by FS as well as on project changes.

Support under Continuing Grants

Unless otherwise provided for in the original grant notice, each increment of a continuing grant will be funded at the level indicated in the original award notice without a formal request, subject to FS’s judgment of satisfactory progress, availability of funds, and receipt and approval of the required annual report. FS makes every attempt to honor continuing grant commitments.

G. Changes & Prior Approval

Budget Revisions
FS understands the need for flexibility in adhering to the proposal budget and allow for changes in various line items, provided such changes do not affect the scope of work. This means that actual expenditures in many budget categories may vary from the original proposal. However, there may be limitations on shifts into or out of certain expense categories; may not allow any single expense category to be “overdrawn;” or may limit the budget changes to a certain dollar amount or percentage. Because rebudgeting is could be a key or significant change, prior approval may be needed. Prior approval should generally be requested in the following instances:

• If the rebudgeting will involve moving substantial sums into or out of a budget category • If the rebudgeting will result in a change in the scope of work regardless of the dollar amount being re- budgeted.
• .
• Scope
• Significant changes from what was originally proposed and approved always require notification and/or approval from the appropriate FS official (i.e., PM, GMS). Grantees are advised to contact appropriate FS official as soon as possible in the following situations: changes in objectives or scope, changes in methodology, and significant changes, delays or events of unusual interest.

The request must be signed and submitted, and FS authorization will be indicated by an amendment to the grant signed by the GMS. The grant terms and conditions will identify which articles flow -down to subrecipients.

Key Personnel
Grantee must request approval for a change in Key Personnel identified in the grant award. The regulation defines Agreement No. 32600043

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a change in Key Personnel as the replacement or change in status (such as an absence for any continuous period of 3 months or more, or a significant reduction of time devoted to the from the level in the approved application.

Cost Sharing
Most Forest Service awards of Federal Financial Assistance require a cost share or match. The terms are used interchangeably. Cost sharing or matching means the portion of project costs not paid by Federal funds. Match may be comprised of an organization’s cost for salary, travel, materials and supplies, and even indirect costs.

Match can be contributed through employees paid by another non-Federal organization or volunteers working to accomplish the project. Cost sharing or matching is addressed in detail in the OMB grant regulations in 2 CFR 200, specifically §200.306 goes into detail about the requirements for match.

There are two kinds of matching/cost-share: cash and third-party in-kind. Cash includes cash spent for project- related costs. The allowable cash match must include costs that are necessary, reasonable, and allowable (further explained below) under the federal program.

Matching and cost share funds have the same restrictions as federal funds. These funds must follow the same allowable and unallowable guidelines in their federal award. If, for example, a conference is unallowable under the grant award that has matching requirements, then grantees would not be able to use the matching funds instead.

The expense must be allowable with federal funds for it to be allowable with matching or cost share funds.

Third Party In-Kind includes, but is not limited to, the valuation of non-cash contributions provided by a third party.

An in-kind match may be in the form of services, supplies, real property, and equipment. The value of the service may be used for the matching requirements, if the services are necessary, reasonable, and allowable under that federal program. Grantees are allowed to use unrecovered indirect costs for matching or cost sharing requirements; however, this requires prior approval. Third-party in-kind matching—such as supplies, equipment, or space—the value must not exceed the fair market value at the time of the donation.

Grantees are required to maintain records, which clearly show the source, amount, and timing for all matched contributions. While grantees are not required to submit their supporting documentation to the FS, their records must be available in the event of an audit or site visit.

Match Waiver: Any Non-Federal cost-share requirement otherwise applicable to projects carried out under this section may be waived at the discretion of the Secretary. Match may be waived for proposals that deliver 100 percent of the funding/program benefits to disadvantaged communities.

All work must be tracked at the level that designates disadvantaged communities . Applicants receiving match waiver approval that pass-through funding (sub-award) for work in disadvantaged communities must pass the match waiver to sub-awardees performing the work.

While the pace of federal expenditures and cost sharing/matching may vary throughout the award period, the agency will actively monitor expenditure rates and cost sharing/matching levels as it receives payment requests to ensure the total cost sharing/matching requirement is met by the award period of performance end date. Additional details about cost sharing or matching funds/contributions are located at 2 CFR 200.306.

Reporting Requirements
The Forest Service requires project reports for all assistance awards through various programmatic and financial reporting procedures. These reports also provide FS program officials with information on the progress of supported projects and the way these funds are used, maintain transparency, and prevent fraud and abuse.

Information in these reports may be made available to the general public through the Freedom of Information Act (FOIA).

The USDA Forest Service typically has a Grant Management Specialist and a Program Manager assigned to each grant, both of which will maintain throughout the life of the grant. Both will administer the grant including reviewing reports, conducting site visits and ensure performance objectives are met. Grantees are encouraged to build an open line of communication with these staff members to be proactive, clarify grant terms or expectations, thus Agreement No. 32600043

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preventing performance issues down the line.

Types of Reporting
Financial Reporting:

Standard Form SF-425 must be used for financial reporting.

The submission of an interim SF-425 must be submitted on a semi-annual basis. A final SF-425 must be submitted at the completion of the award. The following reporting period end dates will be used: 6/30 and 12/31. For final SF-425s, the reporting period end date must be the end date of the project or grant period (see table below) Semi-annual interim reports must be submitted no later than 30 days after the end of each reporting period. . Final reports will be submitted no later than 120 days after the project or grant period end date.

Performance Reporting:

Optional Project Performance Report, FS-1500-23, may be used for Federal Financial assistance progress reporting. Alternatively, the recipient may utilize reporting templates provided by the Regional Grants and Agreement Office, or the recipient’s own reporting format to fulfill the progress reporting requirement of the agreement provided the information includes:
• Recipient’s name
• Federal Identifier Number
• Reporting period
• Written, narrative summary of project progress including quantitative and qualitative data and success stories, photos, etc. that illustrate performance progress,

Reporting Frequency
For Federal financial assistance, monitoring and reporting program performance requires that recipients provide a performance report of the project no less frequent than annually and no more frequent than quarterly . Semi- annual financial and performance reports are required for IRA grants: Financial and Progress reports will be submitted for the periods ending June 30 and December 31. Reports are due 30 days from the period end. Timely submittal of financial and performance reports for each grant as indicated in your award agreement will be required.

Performance reports should highlight direct quantitative and qualitative investment activities and outcomes and include success stories and photographs that illustrate these. If a justified request is submitted by a recipient, the Program Manager may extend the due date for any performance report.

The FS Program Manager should ensure that all required performance reports are received from the performing entity. If the recipient fails to provide a performance report, or performance report reveal significantly delays or problems, FS may be required to take additional action, such as taking steps to obtain additional information, suspend the grant, or withhold payments until the required reports are obtained.

Report Due Form Required Frequency Due Date
Advance/Reimbursement Request SF-270 Monthly-Quarterly
Financial Report SF-425 Semi-annually 7/30 & 1/30
Performance Report Not specified or
optional FS-1500-23
Semi-annually 7/30 & 1/30
Final Report SF-425 Once per grant
period
120 days after
Period of
Performance Ends

Final Performance Report
The Final Performance Report should address progress in all activities of the project. This report is cumulative; it is the final report of the project and covers the entire grant period.. You may send a Final Performance Report to Agreement No. 32600043

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your program monitor for review before officially submitting it. Unless otherwise specified in the award, the final performance report should be submitted electronically no later than 120 days following expiration of the grant. The report becomes overdue the day after the 120-day period ends.

Final Financial Report
A Federal Financial Report, SF-425, is due at the above schedule per the award. We recommend that grant match is documented in each financial report. The Final Financial Report should cover the entire grant period. Unless otherwise specified in the award, the Final Financial Report should be submitted electronically no later than 120 days following expiration of the grant. The report becomes overdue the day after the 120-day period ends.

In addition, the grantee also shall provide to the cognizant FS Program Officer, within 120 days following the expiration of the grant:

• any unique reports or other end items specified in the award, including any reporting requirements set forth in any FS brochure, guide, solicitation, etc., referenced in the award as being directly related to either the award or the administration of the award.

• a final cost share notification documented for awards where there is mandatory cost sharing established for the program.

H. Grant Closeout

Grant closeout is the process by which FS determines that all applicable administrative actions and all required work of the grant have been completed. The close out amount will be based on the costs recorded at that time. In the event a final audit has not been performed prior to the closeout of the grant, FS reserves the right to recover appropriate amounts after fully considering the recommendations on disallowed costs resulting from the final audit.

Grantee shall, no later than 120 calendar days after the end date of the period of performance (Grant Expiration), all financial, performance, and other reports as required by the terms and conditions of the Federal award. A subrecipient must submit to the pass-through entity, no later than 90 calendar days (or an earlier date as agreed upon by the pass-through entity and subrecipient) after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award. The Federal awarding agency or pass-through entity may approve extensions when requested and justified by the non-Federal entity, as applicable.

In addition, grantee must promptly refund any balances of unobligated cash that the Federal awarding agency or pass-through entity paid in advance or paid and that are not authorized to be retained by the non- Federal entity for use in other projects. See OMB Circular A-129 and see § 200.346, for requirements regarding unreturned amounts that become delinquent debts.

Grantee must account for any real and personal property acquired with Federal funds or received from the Federal Government in accordance with 2 CFR 200 Subpart D.

I. Record Retention and Audit

Per 2 CFR § 200.334, Financial records, supporting documents, statistical records, and all other non- Federal enti ty records pertinent to a Federal award must be retained for a period of three years from the date of submission of the final expenditure report or, for Federal awards that are renewed quarterly or annually, from the date of the submission of the quarterly or annual financial report, respectively, as reported to the Federal awarding agency or pass-through entity in the case of a subrecipient. Federal awarding agencies and pass-through entities must not impose any other record retention requirements upon non-Federal entities. The only exceptions are the following:

(a) If any l
itigation, claim, or audit is started before the expiration of the 3-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken.

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(b) When the non-Federal entity is notified in writing by the Federal awarding agency, cognizant agency for audit, oversight agency for audit, cognizant agency for indirect costs, or pass -through entity to extend the retention period.

(c) Records for real property and equipment acquired with Federal funds must be retained for 3 years after final disposition.

(d) When records are transferred to or maintained by the Federal awarding agency or pass -through entity, the 3-year retention requirement is not applicable to the non-Federal entity.

(e) Records for program income transactions after the period of performance. In some cases recipients must report program income after the period of performance. Where there is such a requirement, the retention period for the records pertaining to the earning of the program income starts from t he end of the non-Federal entity's fiscal year in which the program income is earned.

(f) Indirect cost rate proposals and cost allocations plans. This paragraph applies to the following types of documents and their supporting records: indirect cost rate computations or proposals, cost allocation plans, and any similar accounting computations of the rate at which a particular group of costs is chargeable (such as computer usage chargeback rates or composite fringe benefit rates).

(1) If submitted for negotiation. If the proposal, plan, or other computation is required to be submitted to the Federal Government (or to the pass-through entity) to form the basis for negotiation of the rate, then the 3- year retention period for its supporting records starts from the date of such submission.

(2) If not submitted for negotiation. If the proposal, plan, or other computation is not required to be submitted to the Federal Government (or to the pass-through entity) for negotiation purposes, then the 3- year retention period for the proposal, plan, or computation and its supporting records starts from the end of the fiscal year (or other accounting period) covered by the proposal, plan, or other computation.

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Part III - Financial Requirements and Payments
The acceptance of an award from FS creates a legal duty on the part of the grantee organization to use the funds or property made available in accordance with the terms and conditions of the award. Payments may be made in advance of work performed or as a reimbursement for work performed and/or costs incurred by the grantee.

Payments, however, may not be made in advance of an award being signed by an FS Grants & Agreements Specialist for the project period.

FS has a reversionary interest in the unused balance of advance payments, in any funds improperly applied (whether or not received as an advance payment), and in property acquired through the award, to which FS specifically either retains title or reserves the right to require title transfer.

Requests for payment must be submitted on Standard Form 270 (SF-270), Request for Advance or Reimbursement, and must be submitted no more than monthly. To approve a Request for Advance Payment or Reimbursement, the Forest Service shall review such requests to ensure advances or payments for reimbursement are in compliance and otherwise consistent with OMB, USDA, and Forest Service regulations.

Advance payments must not exceed the minimum amount needed or no more than is needed for a 30- day period, whichever is less. If the Recipient receives an advance payment and subsequently requests an advance or reimbursement payment, then the request must clearly demonstrate that the previously advanced funds have been fully expended before the Forest Service can approve the request for payment. Any funds advanced, but not spent, upon expiration of this award must be returned to the Forest Service. The Program Manager reserves the right to request additional information prior to approving a payment.

FS grantees are required to have financial management systems that meet the requirements of 2 CFR § 200.302.

J. Payment Requirements

Requesting Payments
The standard form 270 invoice is required payment of grant funds. This form is to be completed at least quarterly and no more than monthly. Invoices can be sent to your program manager through the Albuquerque Service Center (ASC).

EMAIL (preferred): [email protected]
FAX: 877-687-4894
POSTAL: Albuquerque Service Center
Payments – Grants & Agreements
101B Sun Ave NE
Albuquerque, NM 87109

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Payment Process

Request for Advance

Grantees may submit requests for payments either quarterly or monthly and are authorized to receive payments from FS in advance of costs incurred provided that the following conditions exist:

• Funds for the project period have been obligated by a Grants & Agreements Specialist in the form of an electronically signed grant;

• The grantee has established written procedures that will minimize the time elapsing between the transfer of funds from the US Treasury and their disbursement by the grantee; and

• The grantee’s financial management system meets the standards for fund control and accountability prescribed in 2 CFR § 200.302.

• Grantees shall maintain advances of FS funds in interest bearing accounts as specified in the award.

Grantee Banking Informatio
n for Payments
The System for Award Management (SAM) is the FS system of record for organizational financial information.

Once a grant is awarded, failure to maintain current and complete financial information within SAM could prevent the grantee from receiving funds.

Final Unobligated Balance
FS has a reversionary interest in the unobligated balance of an award upon the end date or completion of the award. Based on final payment amounts submitted; the final unobligated balance will be computed by FS and deobligated from the award amount.

Erroneous Payments
Advances or reimbursements made in error must be refunded to the FS.

Other Cost Credits
Purchase discounts, rebates, allowances, credits resulting from overhead rate adjustments and other credits relating to any allowable cost received by or accruing to the grantee shall be credited against FS award costs if the award has not been financially closed out.

Complete SF-270 Invoice
• Submitted
monthly/quarterly
• requested fund must not
exceed the obligated
amount.

Submit to Albuquerque
Service Center (ASC).
• Email:
• [email protected]
• Fax: 877-687-4894
• Mail
Payment Approval
• Payment is approved!
• Payment is rejected and
recipient is notified.

Payment is Sent
• ASC sends pymt to grantee
organization.
• Payment is received via
direct deposit.
• Contact the Program
Manage regarding any
payment issues.

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Part IV: Grantee Standards

2 CFR § 200 prescribes three separate sets of standards related to the financial and program management of Federal grants, each governing a different area: financial management, property management, and procurement management.

K. Financial Management Systems Standards

Recipients are required to meet the standards and requirements for financial management systems set forth or referenced in 2 CFR Part 200.302, as applicable. The standards and requirements for a financial management system are essential to the grant relationship.

Recipients must have in place accounting and internal control systems that provide for appropriate monitoring of grant accounts to ensure that obligations and expenditures are reasonable, allocable, and allowable. Internal controls in accounting are procedures that are put in place within an organization to ensure business is carried out in an orderly, effective, and accurate manner. In addition, the systems must be able to identify large unobl igated balances, accelerated expenditures, inappropriate cost transfers, and other inappropriate obligation and expenditure of funds.

L. Property Management Standards

2 CFR §§ 200.310-316 prescribe standards for managing and disposing of property furnished by the Federal government or whose cost was charged to a project supported by a Federal grant. In the rare instances where FS grants involve the acquisition of real property, the real property standards of 2 CFR § 200.311 are applicable to such FS grants.. The title to materials developed and supplies purchased under an FS grant will vest in the grantee. State governments will use, manage, and dispose of equipment acquired under a grant in accordance with state laws and procedures as specified in.

Equipment
Equipment purchases are rarely approved and will be reviewed prior to grant award. Equipment rental or short - term leasing contracts within the grant period should be considered as an alternative. Equipment is defined as an article of nonexpendable, tangible personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit.

Equipment can only be purchased with Federal funds with written approval of Federal Awarding agency ( 2 CFR 200.439). Instructions for how to handle equipment purchased can be found in 2 CFR 200.313 . In addition, review the award carefully to address any additional equipment requirements. Below is a synopsis to give you a broad understanding, it is recommended to carefully review the entire equipment section referenced in 2 CFR 200.
• Must get written prior approval to purchase
• The Title w
ill Vest upon acquisition with the Non-Federal entity
• The equipment must be properly used and disposed of.
• Equipment must be used in the program or project for which it was acquired. • Very Detailed records must be kept of the Equipment and damage, or loss must be investigated. • Must be maintained
• When no longer needed the equipment must be disposed of according to awarding agency.

General Purpose Equipment
Expenditures for general purpose equipment are typically not available for support.

Equipment Usage
The equipment must remain in use for the specific project for which it was obtained in accordance with 2 CFR § 200.313 unless the provision in 2 CFR § 200.313(c)(4) applies.

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Equipment Sharing
The equipment must be shared on other projects or programs in accordance with 2 CFR § 200.313(c)(1).

Property Management Standards
The grantee shall maintain a property management system which, at a minimum, meets the requirements of 2 CFR § 200.313(d).

Competition
In accordance with 2 CFR § 200.313(c)(3), grantees shall not use equipment acquired with Federal funds to provide services to non-Federal outside organizations for a fee that is less than private companies charge for equivalent services, unless specifically authorized by statute, for as long as the Federal Government retains an interest in the equipment.

Right to Transfer Title
In accordance with 2 CFR § 200.313(e), FS may identify items of equipment having a unit acquisition cost of $5,000 or more where FS reserves the right to transfer the title to the Federal government or to a third party named by the Federal government.

In such cases where FS elects to transfer the title, disposition instructions will be issued no later than 120 days after the end date of the FS-supported project for which it was acquired.

Property Management Standar
ds When Title Retained by FS
In the event that title to equipment or property is vested in the Federal Government, such property shall be marked, tagged or segregated in such a manner as to indicate clearly its ownership by the government. Unless otherwise provided in the grant, such government property shall be used only for the performance of the project.

The grantee shall submit an annual inventory report by FS grant number of such property having an original acquisition cost of $5,000 or more.

M. Procurement Standards

Recipients may acquire a variety of goods or services in connection with a grant -supported project, ranging from those that are routinely purchased goods or services to those that involve substantive programmatic work. States may follow the same policies and procedures they use for procurements from non- Federal funds and ensure that every purchase order or other contract includes any clauses required by 2 CFR Part 200.327 . All other recipients must follow the requirements in 2 CFR Part 200.317 through 200.327 and the purchase of goods or services through contracts under grants, as applicable.

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Part V: Allowability of Costs

Uniform Guidance is a government-wide framework for grants management. It is an authoritative set of rules and requirements for Federal awards, including post-award administration. Code of Federal Regulations (CFR) – Chapter II, Part 200 covers Grants and Agreements. You will see Subpart A-F; Subpart E a ddresses cost principles that might be beneficial to review while administering your grant.

N. Basic Considerations
Allowable
The cost must be allowable under 2 CFR 200 Section E – Cost Principles. Keep in mind that for a cost to be considered allowable, it must also be included in the approved budget/budget breakdown for the grant. This means that the program manager is knowledgeable about the cost and approves. Costs expressly unallowable or mutually agreed to be unallowable should be identified and excluded from any billing, claim, application, or proposal related to the award. Inclusion of an unallowable cost in a proposal does not make the cost allowable.

Adding a justification to an unallowable cost in a proposal also does not make the cost allowable.

Allocable
The cost must be able to be properly allocated to the grant. Is this a portion of a larger cost incurred to the recipient organization? Does it benefit the Award and/or other funding sources? Can it be distributed to all benefited funding sources using reasonable methods? Does the basis for allocating the cost represent a reasonable estimation of the benefit provided to the Award objectives? There must be a methodology in place to demonstrated how the costs were allocated to the grant and other cost centers of the recipient. Proper allocation of costs that benefit the entire operation of the recipient is usually accomplished through an indirect rate (NICRA or de minimis).

Reasonable
A cost is considered reasonable if the nature of the goods or services, and the price paid for the goods or services, reflects the action that a prudent person would have taken given the prevailing circumstances at the time the decision to incur the cost was made. To determine if a cost is reasonable, ask the following questions:

Is the cost necessary for the performance of the award? Does incurring this cost violate the restraints or requirements imposed by federal and state laws and regulations, or the award’s terms and conditions?
Is the price of the goods or services comparable from multiple vendors/sources that have no vested interest or relationship to the award or to the person involved in the purchase? Have the individuals incurring this cost acted with due prudence (discretion and good sense) in the circumstances? Have they considered their responsibilities to the institution, its employees and students, the federal government, and the public at large?
Were the actions that were taken in respect to incurring the cost consistent with established institutional policies and practices applicable to the awards?

Consistent
Costs must be treated consistently and applied uniformly to all recipient programs whether federally funded or not.

All costs incurred for the same purpose and in like circumstances must be treated uniformly either as direct costs or as indirect (facilities and administrative or F&A) costs. Since certain costs, such as administrative salaries and office supplies, are normally treated as F&A costs, these costs cannot be charged directly to federal awards unless the circumstances of an award are clearly different from the normal operations of the unit. If a rate methodology is selected for valuing volunteers, the same methodology must be used consistently throughout.

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Volunteer Time
For volunteer services, the rates must be consistent with the rates normally paid for similar work in the organization. If an employee from another organization conducts services free of charge, the services should be valued at that employee's regular rate of pay, in addition to their fringe benefits and allowable indirect costs. There are online resources to help you determine the value of volunteer time, such as:
https://independentsector.org/resource/value-of-volunteer-time/. It is important to maintain a record for tracking and reporting volunteer time and services.

The followi
ng uses the basic considerations applicable under volunteer time:

• Allowable: is the work that’s being performed allowable? Volunteers and staff time are generally allowable, but the work being performed must also be considered. If they are fundraising for the recipient organization, that is not an allowable expense, and that time or cost may not be used as match.

• Allocable: is the volunteer working on only the grant funded project or are they working on a number of different projects for the recipient organization. If so, what is the methodology to allocate the hours to each project and is it documented?

• Reasonable: There are several different organizations that provide rates for volunteers. The recipient organization must decide if the rate is reasonable for the work performed in their area. If the organization were paying for the work rather than valuing the hours, is that a rate they would pay? Does it track with the actual costs for the recipient organization? For example, if staff members work on a project side by side with volunteers are their rates consistent? Or is the staff member cost (wages and fringe) $16/hour and the volunteer valued at $23.25/hour for the performance of similar work? There can be disparity, but the reasonableness and basis of the rates must be considered and documented.

• Consistent: Are the values for volunteers used consistently on both the federal award and other work? A recipient organization should pick a methodology and stick to it unless there’s compelling and documented reason for change.

Volunteers that are not paid by any party for their services. These volunteers are performing work in support of a grant funded project or program: A good example of this type of volunteer might be community members that volunteer to plant trees in a city park on a Saturday morning. They show up with their shovels ready to go to work. To document the volunteer time, there must be a sign-in sheet that includes the time each volunteer spent working on the project. A good source for reasonable, documented rates for volunteers may be found at the Bureau of Labor and Statistics website at U.S. Bureau of Labor Statistics (bls.gov). Another source is Value of Volunteer Time Report | Independent Sector Resources. A copy of the document showing the rate s hould be placed in the file. Children may not be included as volunteers.

Employees of another organization
Employees of organizations like non-profits or local governments that are working on the grant funded project or program may be counted as third-party in-kind or categorized as subrecipients, depending on the relationship with the organization. In this case, the time spent must follow the regulations above and be recorded in the same manner as salaries and wages would be recorded for reimbursement. Simply put, an employee’s time must be recorded on some manner of timesheet or system to reflect all of their time worked and break out the actual time spent on the grant funded project. See §200.430(i) (1). The actual cost of these employees, including fringe, may be used as cost share or match.

Other Considerations
Maximum Obligation
The maximum obligation of FS for support of the project will not exceed the amount specified in the grant, as amended. FS does not amend grants to provide additional funds for such purposes as reimbursement for unrecovered indirect costs resulting from the establishment of final negotiated rates, or for increases in salaries, fringe benefits and other costs.

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Pre-Award Costs
Grantees may incur allowable pre-award costs within the 90-day period immediately preceding the start date of the grant providing:

• The Grantee seeks and attains respective FS Grant Manager (national or regional, as applicable) approval and complies with respective national or regional guidance for advances and pre-award costs; and

•
FS approval of a request for advanced spending is documented in accordance with the grantee's procedures; and

• the advanced funding is necessary for the effective and economical conduct of the project.

Pre-award expenditures are made at the grantee's risk. Grantee authority to approve pre- award costs does not impose an obligation on FS: (1) in the absence of appropriations; (2) if an award is not subsequently made; or (3) if an award is made for a lesser amount than the grantee anticipated.

Requests for pre-award costs for periods exceeding 90 days must be submitted to FS via use of FS’s electronic systems. Pre-award expenditures prior to funding of an increment within a continuing grant are not subject to this limitation or approval requirement but are subject to paragraph (ii) above.

Post-End Date Costs
FS funds may not be expended subsequent to the end date of the grant, except to liquidate valid commitments that were made on or before the end date, e.g., commitment of project funds for subrecipient or contractor for services rendered during that award period but not billed to the grantee until after the grant expired. Generally, the costs of equipment or materials and supplies ordered after the end date, may not be charged to the project.

In addition, the grantee typically should not purchase items of equipment, computing devices, or restock materials and supplies in anticipation of grant expiration where there is little or no time left for such items to be utilized in the actual conduct of the research.

However, in accordance with 2 CFR § 200.461, Publication and Printing costs, awardees may charge the FS award before closeout for the costs of publication or sharing of research results, if the costs are not incurred during the period of performance of the award.

Prior Written Approvals
The funding of items identified in the FS award budget constitutes FS’s authorization for the grantee to incur these costs, provided there is not a specific limitation in the grant language and the costs are otherwise allowable, allocable, and reasonable in accordance with the cost principles contained in 2 CFR § 200, Subpart E. If required in furtherance of the project, the grantee is authorized to transfer funds from one budget category to another for allowable expenditures. Grantees should refer to the applicable grant terms and conditions referenced in the grant.

When a change requires FS approval, the request must be submitted to the appropriate FS official. The request should clearly state which budget items, if any, are to be changed and by what amounts, and should explain the reasons for any changes.

O. Direct Costs

Compensation - Personal Services
Salaries and Wages
Compensation paid or accrued by the organization for employees working on the FS-supported project during the grant period is allowable, in accordance with 2 CFR § 200.430.

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Fringe Benefits
If the recipient’s usual accounting practices provide that its contributions to employee benefits (leave, employee insurance, social security, retirement, other payroll-related taxes, etc.) be treated as direct costs, FS grant funds may be requested to fund fringe benefits as a direct cost. These are typically determined by application of a calculated fringe benefit rate for a particular class of employee (full time or part-time) applied to the salaries and wages requested. They also may be paid based on actual costs for individual employees, if that institutional policy has been approved by the cognizant federal agency.

Fringe benefits that are not accrued but are charged as direct costs and incurred under "pay as you go plans" may be subject to reasonableness determination where the benefits are earned under other work and charged to the last activity the employee was working on. This is of particular concern for large lump sum payments for leave, disability, pregnancy or other employee fringe benefits. See 2 CFR § 200.431 for the definition and allowability of fringe benefits.

Administrative and Clerical Salaries & Wages
In accordance with 2 CFR § 200.413, the salaries of administrative and clerical staff should normally be treated as indirect (F&A) costs. Direct charging of these may be appropriate only if all the conditions identified below are met:

• Administrative or clerical services are integral to a project or activity; • Individuals involved can be specifically identified with the project or activity; • Such costs are explicitly included in the approved budget or have the prior written approval of the cognizant FS Grants Officer; and
• The costs are not also recovered as indirect costs.

Federal Employees
Employees of the Federal government (other than FS) may be utilized as lecturers or staff members on a project and may receive compensation and/or expenses if they obtain prior approval from their agencies to participate, and if services to the project are performed outside their regular working hours or while they are on leave status from official duties. Under no circumstances may FS employees receive compensation from an FS-supported project.

P. Other Direct Costs

Rearrangements and Alterati ons (Construction)
• Except under certain programs, FS does not normally make grants for construction or facility improvements.

However, rearrangement and alteration costs that do not constitute construction (i.e., rearrangements and alterations aggregating less than $25,000) may be allowable under FS grants to adapt space or utilities within a completed structure to accomplish the objective of the FS-supported activity, provided that the:

• grantee is not an individual or a foreign organization;

• building has a usable life consistent with project purposes and is architecturally suitable for conversion;

• rearrangement and alteration are essential to the project supported by the grant; and

• space involved will actually be occupied by the project. In situations where the space is rented, in order for the costs of the rearrangement and alteration to be allowable, the grantee must secure a lease for the length of the project. (See AAG Chapter V.C.3.)

See 2 CFR § 200.462 for additional information
on rearrangement and reconversion costs.

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News Release Costs
Costs of communicating with the public and press to announce the results and accomplishments of an FS - supported project are allowable. Grantees should be aware of the restrictions on advertising, organizational promotion, and lobbying costs as outlined in the applicable cost principles. See 2 CFR § 200.421 for additional information on advertising and public relations.

Rental or Lease of Facilit ies or Special Purpose Equipment On occasion, it may be necessary to use facilities or equipment not under the control of the grantee. See 2 CFR § 200.465 for additional informati on on rental costs of real property and equipment.

Relocation Costs
Relocation costs may be charged to an FS grant as other direct costs in accordance with the cost principles contained in 2 CFR § 200, Subpart E. See 2 CFR § 200.464 for additional information on relocation costs.

Temporary Dependent Care Tr avel Costs
Temporary dependent care costs (a dependent is defined in 26 U.S.C. 152) above and beyond regular dependent care that directly results from travel to conferences are allowable costs provided that the costs are:

• a direct result of the individual’s travel for the FS conference award; • consistent with the awardee’s documented travel policy for all employee travel; and • only temporary during the travel period.

See 2 CFR § 200.474 for additional informat ion on travel costs.

Q. Indirect Costs

It is FS’s policy that grantees are entitled to reimbursement from grant funds for indirect costs (F&A) allocable to the FS share of allowable direct costs of a project. FS program staff are not authorized to negotiate indirect costs as a discrete item of a proposal budget. FS program staff also are not authorized to suggest or request that grantee seek reductions or waivers of indirect costs.

The awarded indirect cost rate is generally based upon a grantee’s current federally negotiated indirect cost rate agreement. When establishing an indirect rate for an award where the domestic grantee does not have a current negotiated rate agreement, FS will consider the rate proposed in the budget, the grantee’s indirect cost proposal submission, the amount of total funding requested and other pertinent financial factors. Supporting documentation is not required for organizations that request a de minimis rate of 10% (or less) of modified total direct costs.

Since some types of rates limit indirect cost recoveries and require adjustments, grantees receiving awards should ensure that they understand the type of indirect cost rate, the applicable base and the type of rate used in the grant.

FS Cognizant Organizat
ions

If the Forest Service (FS) is your cognizant Agency and you need to obtain a NICRA, please visit FS Resource Audit branch (RAB) Audit and Assurance Staff | US Forest Service (usda.gov). Refer to the Appendix for the FS NICRA application that you may be required to submit. Please contact the RAB before filling out the form bel Agreement No. 32600043

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Part VI: Other Post Award Requirements and Considerations R. Common Federal Statutes

Non-Discrimination Statutes
A number of statutes bar recipients of Federal financial assistance from excluding persons, because of their race, color, national origin, disability, sex, or age, from participation in Federally supported activities. These include Title VI of the Civil Rights Act of 1964 (barring discrimination on grounds of race, color, or national origin); Section 504 of the Rehabilitation Act of 1973 (barring discrimination against qualified individuals with disabilities); Title IX of the Educational Amendments of 1972 (barring sex discrimination in Federally assisted education programs or activities); and the Age Discrimination Act of 1975 (barring discrimination on the grounds of age). In addition to statutory prohibitions, Executive Order (E.O.) 11246 bars various types of discriminatory employment practices under grants for construction, and E.O. 13166 “Improving Access to Services for Persons with Limited English Proficiency” requires government agencies to take steps to provide meaningful access to its programs and activities to members of the public who are limited in their English proficiency (LEP).

Title VI of the Civil Ri
ghts Act of 1964
Section 602 of the Civil Rights Act of 1964 (42 USC § 2000d, et seq.) provides that no person in the US shall, on the grounds of race, color or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity receiving Federal financial assistance. Section 602 requires that each Government agency which is empowered to extend such financial assistance issue rules or regulations implementing Title VI with respect to such programs or activities administered by the agency.

Section 504 of the Rehabil
itation Act of 1973
Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794) provides that “no otherwise qualified individual with a disability in the United States...shall, solely by reason of her or his disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.”

Before any organization serves as a subrecipient on an FS grant (for other than the purchase of commercially available materials and supplies, equipment or general support services), it must first file an Assurance of Compliance with the grantee.

Section 504 Certification - Subrecipients
In lieu of requiring grantees to obtain separate certifications from subrecipients receiving financial assistance under an FS grant, grantees will include in all subawards (for other than the purchase of commercially available materials and supplies, equipment or general support services), a certification of compliance comparable to that included in FS grants.

Title IX of the Education Amendments of 1972 (Sex Discrimination) Subject to certain exceptions regarding admission policies at certain religious and military organizations, Title IX of the Education Amendments of 1972 (20 USC §§ 1681-1686) prohibits the exclusion of persons on the basis of sex from any education program or activity receiving Federal financial assistance. All FS grantees must comply with Title IX.

Age Discrimination Act of 1975
The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.), provides that pursuant to regulations issued by DHHS “no person in the United States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or activity receiving Federal financial Agreement No. 32600043

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assistance.”

Equal Employment Opportunity under E.O. 11246
E.O. 11246, as amended, requires contractors and subcontractors performing Federally assisted construction projects to provide equal opportunity, without regard to race, color, religion, sex or national origin, to persons employed or seeking employment with them. This E.O. may apply to some FS grants for construction.

Limited English Proficiency (LEP) under E.O. 13166
E.O. 13166 requires government agencies to take steps to provide meaningful access to its programs and activities to members of the public who are limited in their English proficiency (LEP). The primary purpose of the E.O., in regard to Federally assisted and conducted programs, is to ensure that people for whom English is not a first language, people who may be said to be “limited” in their English proficiency, may still enjoy meaningful access to the programs and services offered by Federal agencies.

S. Suspension and Termination Procedures

A grant may be suspended or terminated in whole or in part in pursuant to 2 CFR 200.340 this includes:

• If the grantee fails to comply with the terms and conditions of the grant;

• to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities;

• mutual agreement of FS and the grantee; or

• the grantee on written notice to FS setting forth the reasons for such action, the effective date, and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if FS determines that the unterminated portion will not accomplish the purposes of the grant it may suspend or terminate the entire grant).

Normally, action by FS to suspend or terminate a grant will be taken only after the grantee has been informed by FS of the proposed action or informed of any deficiency on its part and given an opportunity to correct it. FS, however, may immediately suspend or terminate a grant without notice when it believes such action is reasonable to protect the interests of the government.

No costs incurred during a suspension period or after the effective date of a termination will be allowable, except those costs which, in the opinion of FS, the grantee could not reasonably avoid or eliminate, or which were otherwise authorized by the suspension or termination notice, provided such costs would otherwise be allowable under the terms of the grant and the governing cost principles.

Within 30 days of the termination date the grantee will furnish a summary of progress under the grant and an itemized accounting of costs incurred prior to the termination date or pursuant to (iii) above. Final allowable costs under a termination settlement shall be in accordance with the terms of the grant, including this section, and the governing cost principles, giving due consideration to the progress under the grant. In no event will the total of FS payments under a terminated grant exceed the grant amount or the FS pro rata share when cost sharing was anticipated, whichever is less. A notice of termination other than by mutual agreement and/or the final settlement amount may be subject to review FS will report award terminations to the OMB-designated integrity and performance system in accordance with Federal regulation, but only after the grantee has had an opportunity to exhaust the review procedures. Procedures for Suspension or Termination by FS

When it is believed that a grantee has failed to comply with one or more of the terms and conditions of a grant, the FS Grants & Agreements Specialist will normally advise the grantee in writing of the nature of the problem and that failure to correct the deficiency may result in suspension or termination of the grant. The grantee will be Agreement No. 32600043

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requested to respond in writing within 30 calendar days of the date of such letter, describing the action taken or the plan designed to correct the deficiency. Copies of such correspondence will be furnished to the grantee and to the cognizant FS Program Officer. FS, however, may immediately suspend or terminate a grant without notice when it believes such action is reasonable to protect the interests of the government.

If a satisfactory response is not received within the above period, the FS Grants & Agreements Specialist may issue a notice immediately suspending authority to further obligate grant funds, in whole or in part. Notice of suspension is sent to the Authorized Organizational Representative, with a copy to the PI/PD. Within FS, copies are furnished to the FS Division of Financial Management and to the cognizant FS Program Officer. The notice will set forth the terms of the suspension and its effective date.

Normally, the suspension will remain in effect for a maximum of 60 days to allow the grantee to take corrective action. In the event that the deficiency is not corrected to the satisfaction of FS, the FS Grants & Agreements Specialist may issue a notice of termination, addressed as in b., above. The notice will set forth the reasons for the action and its effective date.

• The Forest Service reserves the right to terminate the award and de-obligate award funds when the grantee fails to demonstrate satisfactory performance and timely completion of project activities, or when financial and performance standards are non-compliant with the grant agreement.

T. Termination by Mutual Agreement

Circumstances may arise in which either FS or the grantee wishes to terminate a project. If both parties agree that continuation of the project would not produce results commensurate with the further expenditure of funds, or if there arises any other reason, the grant may be terminated by mutual agreement.

Procedures
If the grantee wishes to terminate the project, the grantee should advise the FS Grants & Agreements Specialist in writing and send a copy to the cognizant FS Program Officer.

If FS wishes to terminate the project, the FS Grants & Agreements Specialist will advise the in writing and send copies the cognizant FS Program Officer.

Within 30 days after receipt of request from either party for termination by mutual agreement, the other party will provide an appropriate written response. In the event of disagreement between the parties, the FS Grants & Agreements Specialist will make a final decision, subject to the review procedures and FS policies.

Following termination, grant closeout procedures will be initiated.

Appendix
Please refer to the separate appendix file for samples of forms and documents.

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ATTACHMENT
D-1 CITY AWARD

ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIRMENTS

U.S. DEPARTMENT OF THE TREASURY CORONOVIRUS STATE AND LOCAL

FISCAL RECOVERY FUNDS

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Expiration Date: November 30, 2021
1 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 recipient named below (hereinafter referred to as the “Recipient”) provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to the Recipient’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 contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs 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 Recipient may request in the future.

The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Recipient’s program(s) and activity(ies), so long as any portion of the Recipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above.

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

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

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

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2 4. Recipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Recipient and Recipient’s successors, transferees, and assignees for the period in which such assistance is provided.

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

The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.

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

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

8. Recipient shall maintain a complaint log and inform the Department 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 proceedings based on the complaint, pending or completed, including outcome. Recipient also must inform the Department of the Treasury if Recipient has received no complaints under Title VI.

9. Recipient must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other Agreement No. 32600043

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3 agreements between the Recipient and the administrative agency that made the finding. If the Recipient settles a case or matter alleging such discrimination, the Recipient must provide documentation of the settlement. If Recipient has not been the subject of any court or administrative agency finding of discrimination, please so state.

10. If the Recipient makes sub-awards to other agencies or other entities, the Recipient is responsible for ensuring that sub-recipients 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- recipients.

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 federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law.

Under penalty of perjury, the undersigned official(s) certifies that official(s) has read and understood the Recipient’s obligations as herein described, that any information submitted in conjunction with this assurances document is accurate and complete, and that the Recipient is in compliance with the aforementioned nondiscrimination requirements.
_________________________________
Recipient Date
_________________________________
Signature of Authorized Official

PAPERWORK REDUCTION ACT NOTICE
The information collected will be used for the U.S. Government to process requests for support. The estimated burden associat ed with this collection of information is 30 minutes per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1 500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB. 5/11/2021City of Oxnard
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U.S. DEPARTMENT OF THE TREASURY

CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUNDS
Recipient name and address:

DUNS Number:

Taxpayer Identification Number:

Assistance Listing Number: 21.019
Sections 602(b) and 603(b) of the Social Security Act (the Act) as added by section 9901 of the American Rescue Plan Act, Pub. L. No. 117-2 (March 11, 2021) authorize the Department of the Treasury (Treasury) to make payments to certain recipients from the Coronavirus State Fiscal Recovery Fund and the Coronavirus Local Fiscal Recovery Fund.

Recipient hereby agrees, as a condition to receiving such payment from Treasury, to the terms attached hereto.

Recipient:
__________________________________________________
Authorized Representative:

Title:

Date signed:

U.S. Department of the Treasury:
__________________________________________________
Authorized Representative:

Title:

Date:

PAPERWORK REDUCTION ACT NOTICE
The information collected will be used for the U.S. Government to process requests for support. The estimated burden associated with this collection of information is 15 minutes per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB.
300 W. Third St, 4th Floor
SLT-1297
City of Oxnard
City Manager
Alexander Nguyen
5/11/2021
Oxnard, California, 93030
081790214
956000756
Submitted
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2 U.S. DEPARTMENT OF THE TREASURY

CORONAVIRUS LOCAL FISCAL RECOVERY FUND

AWARD TERMS AND CONDITIONS
Use of Funds.
a. Recipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 603(c) of the Social Security Act (the Act) , Treasury’s regulations implementing that section , and guidance issued by Treasury regarding the foregoing.
b. Recipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning , management, and completion of such project.

Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Recipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2024.

Reporting. Recipient agrees to comply with any reporting obligations established by Treasury as they relate to this award.

Maintenance of and Access to Records
a. Recipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing th at section, and guidance issued by Treasury regarding the foregoing.
b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later.

Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.

Administrative Costs. Recipient may use funds provided under this award to cover both direct and indirect costs.

Cost Sharing. Cost sharing or matching funds are not required to be provided by Recipient.

Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Recipient and subrecipients must disclose in writing to Treasury or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112.

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3 Compliance with Applicable Law and Regulations.
a. Recipient agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Recipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Recipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award. b. Federal regulations applicable to this award include, without limitation, the following:
i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as 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 Governmentwide 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 (contracts and subcontracts 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. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
vi. Governmentwide 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 Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
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4 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 program 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 proh ibit 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.

Remedial Actions. In the event of Recipient’s noncompliance with section 603 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 603(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 603(e) of the Act.

Hatch Act. Recipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance.

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

Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number [enter project FAIN] awarded to [name of Recipient] by the U.S. Department of the Treasury.”
Debts Owed the Federal Government.
a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to section 603(e) of the Act and have not been repaid by Recipient shall constitute a debt to the federal government.
b. Any debts determined to be owed the federal government must be paid promptly by Agreement No. 32600043

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5 Recipient. 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 Recipient knowingly or improperly retains funds that are a d ebt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt.

Disclaimer.
a. The United States expressly disclaims any and all responsibility or liability to Recipient or third persons for the actions of Recipient 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 performance of this award or any contract, or subcontract under this award. b. The acceptance of this award by Recipient does not in any way establish an agency relationship between the United States and Recipient.

Protections for Whistleblowers.
a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, 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 contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. 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 contract 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 Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Recipient 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.

Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Recipient should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Recipient should establish workplace safety policies to decrease accidents caused by distracted drivers.

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ATTACHMENT
D-2

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS

(Lower Tier refers to the agency or Contractor receiving Federal funds, as well as any subcontractors that the agency or Contractor enters into contract with using those funds)

As required by Executive Order 12549, Debarment and Suspension, and 31 CFR Part 19 and 2 CFR part 180, City may not enter into contract with any entity that is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the Federal Government from participating in transactions involving Federal funds. Contractor is required to sign the certification below which specifies that neither Contractor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by the Federal agency. It also certifies that Contractor will not use, directly or indirectly, any of these funds to employ, award contracts to, engage the Services of, or fund any Contractor that is debarred, suspended, or ineligible under 31 CFR Part 19.

Instruction for Certification

1. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

2. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

3. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definition and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

4. The prospective lower tier participant agrees by submitting this Agreement that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

5. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

6. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the Agreement No. 32600043

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eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Nonprocurement Programs.

7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

8. Except for transactions authorized under paragraph 4 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction originated may pursue available remedies, including suspension and/or debarment.

Certification Regarding Debarment, Suspension, Ineligibility an Voluntary Exclusion – Lower Tier Covered Transactions

1. Contractor certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. Have not within a three- year period preceding this proposal been convicted of or had a ci vil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsifications or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for, or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with, commission of any of the offenses enumerated in paragraph 2 of this certification, and

4. Have not within a three-year period preceding this application/ proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

5. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation.

__________________________________________
Name (Typed)

__________________________________________
Title and Organization Name (Typed)

__________________________________________
Signature

___________________________________________
Date

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ATTACHMENT D
-3
S/M/W

BE AND LSA FIRM OUTREACH PLAN
Projec
t Number: ______________
CONS
ULTANT: __________________
Submi
ttal #: __________________
In this
section, the Consultant is to provide details regarding strategies and efforts made to solicit, engage and utilize small and minority businesses, women's business enterprises (S/M/WBE) and labor surplus area (LSA) firms to demonstrate responsiveness to 2 CFR § 200.321.

1. Identi
fy the items of work made available to S/M/WBEs and LSAs. Provide a description of the work items, approximate dollar amount and the percentage of the total Contract value.

Description of
Work Item
Contractor
Normally
Performs (Y/N)
Unbundled from
Larger Scope
(Y/N)
If Yes, List
Scope
Amount ($) Percentage of
Contract

2. Descr
ibe the outreach efforts to identify S/M/WBEs and LSAs on this Agreement, list agencies/associations/databases consulted and the date, method and result of the outreach efforts (examples include but are not limited to: Small Business Administration, the Minority Business Development Agency, the Department of Commerce, minority business associates, Small Business Development Centers, DGS).

Agency/Association
Chamber/Database
Name
Contact Name Method of
Outreach (fax,
Email, Phone,
etc.)
Date of
Outreach
Response /
Outcome
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3. Describe the outreach efforts exerted to ensure that qualified S/M/WBEs and LSAs were solicited and had sufficient information about subcontracting opportunities on this Contract. Include the date and method of the outreach efforts.

S/M/WB E
and LSA
Firm
Name
Contact
Name /
Title
Business
Type
(Small /
Minority /
Women)
Outreach
Method
(Fax,
Email,
Phone,
etc.)
Initial
Outreach
Date
Follow-Up
Date
Response
/ Interested
in Bidding
(Y/N)

4. Detail methods utilized to determine whether S/M/WBEs and LSAs were qualified:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Agreement No. 32600043

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5. What ap
proach was taken to arrange subcontracting work in a way that would encourage the participation of S/M/WBEs and LSAs on this Agreement. Provide examples of how delivery schedules, when permittable, were established in a way that would encourage participation by S/M/WBEs and LSAs.
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

6. Identify any contractual requirements, incentives, or other measures your team utilized or considered utilizing on this Agreement to promote S/M/WBE and LSA assistance. This may include assistance in meeting insurance limits, bonding requirements, obtaining certifications or licenses that are appropriate in facilitating the type of work the S/M/WBEs and LSAs would be performing. ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

Note: USE ADDITIONAL SHEETS NECESSARY TO DEMONSTRATE
RESPONSIVENESS.

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ATTACHMENT
D-4

NONLOBBYING CERTIFICATION FOR FEDERAL CONTRACT

The undersigned certifies, to the best of his or her knowledge and belief, that:

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

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

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Agreements) and that all subrecipients shall certify and disclose accordingly.

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

___________________________________________
Signature of Consultant’s Authorized Officer

_____________________________
Date

_________________________________________________
Name and Title of Consultant’s Authorized Officer

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and ArborPro Inc.)

LIVING WAGE POLICY

Pursuant to the Living Wage Policy adopted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard Consultant/Professional Services contracts that may be governed by the Living Wage Policy.

A. Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.

B. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.

C. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant, effective immediately.

D. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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CITY O

F OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2025

Consultant shall compensate any employee of Consultant who provides Services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit E. While this Agreement is in effect, Consultant shall pay such employee no less than $20.06 per hour for each hour that such employee provides Services under this Agreement. This hourly rate shall be adjusted on July 1, 2025, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI -U), index base 1982- 84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, Consultant shall provide to such employee no less than 96 hours of paid leave per calendar year.

a. Consultant agrees to post, at a location readily accessible to those employees providing Services to the City, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.

b. If Consultant fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to Consultant, effective immediately.

c. In addition, if Consultant fails to comply with the Living Wage Policy in any manner, Consultant shall pay to City a fine of $500 and shall pay to any employee providing Services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. Consultant shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT F

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and ArborPro Inc.)

PREVAILING WAGE
________________________________________________________________

1. Consultant acknowledges that the Project defined in the Agreement between Consultant and City is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Consultant shall perform the Project as a public work.

Consultant shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.

2. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

3. Consultant is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

4. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by Consultant or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.

5. Consultant shall comply with Labor Code Section 1776, which requires Consultant and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform City of the location of the records.

6. Consultant shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, Consultant and each of its subcontractors shall submit to City a Agreement No. 32600043

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verifi
ed statement of the journeyman and apprentice hours performed under this Agreement.

7. Consultant may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, Consultant must immediately notify City.

8. Consultant is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Consultant shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. Consultant acknowledges that 8 hours labor constitutes a legal day’s work.

Consultant shall comply with and be bound by Labor Code Section 1810.

10. Consultant shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by Consultant’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

12. Consultant shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. Consultant shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, Consultant shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify City, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, Agreement No. 32600043

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fines, pe
nalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of Consultant under this Section shall survive Agreement termination.

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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1
GreenLatinos Urban & Community Forestry Program
Subaward Agreement for City of Oxnard
Oxnard Urban Forestry Project
Th
is Subaward Agreement (“Agreement”) is entered into between GreenLatinos, a nonprofit organization duly incorporated pursuant to the laws of the District of Columbia with principal offices at 1919 14 Street, Suite 700, Boulder, CO 80302 (“GreenLatinos”) and City of Oxnard, with its principal offices at 305 West Third St., Oxnard, CA, 93030 (“Subrecipient”). GreenLatinos and Subrecipient may be collectively referred to as “Parties” or each, individually, as a “Party.”
C
ontacts: Individuals listed below are authorized to act in their respective areas for matters related to this award. Any revision to key personnel identified in this agreement requires notification by the Subrecipient by email to GreenLatinos within 10 business days.

P
rincipal Subaward Contacts:

Subaward Program Contact:

Eric Humel
305 West Third St., Oxnard, CA, 93030
Telephone: (805) 271-2231
Email: [email protected]
S
ubaward Financial Contact:

Chandra Crudup
305 West Third St., Oxnard, CA, 93030
(805) 200-5234
Email: [email protected]
Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 362
City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 2
Principal GreenLatinos Contacts:

GreenLatinos Program Contact Subaward Financial Contact Rachna Vas
1919 14th Street, Suite 700
Boulder, CO 80302
Telephone: (202) 677-0991
Email: [email protected]
Joe Toolan
1919 14th Street, Suite 700
Boulder, CO 80302
Telephone: (443) 713-9026
Email: [email protected]
Whereas, the originating source of Federal assistance funds for this Agreement is made under the authority of the Cooperative Forestry Assistance Act, P.L. 95-313 as amended, 16 USC section 2105 and Public Law 117-169, Subtitle D, Section 23003(a). The Federal Assistance Listing (formerly Catalog of Federal Domestic Assistance - CFDA) number and name are 10.727, Inflation Reduction Act Urban & Community Forestry Program.

GreenLatinos’ Award Cooperative Agreement (FAIN) number is 24-CA- 11132544-013, and the originating grant period is December 13, 2023to November 30, 2028; and
Whereas, the purpose of this Agreement is to outline Parties’ collaborative efforts to develop and implement an urban and community forestry project (“Project”) funded, supported by, and meeting the United States Department of Agriculture (USDA) Forest Service’s Urban and Community Forestry Program guidelines and objectives; and Whereas, Parties aim to support frontline communities in restoring and expanding urban forest canopy in areas with low tree cover, and engaging residents in community forestry, resulting in (1) increased resilience to heat, flood, and storm events; (2) increased wellness and recreational opportunities; and (3) reductions in greenhouse gas and air quality pollutants in frontline communities across Oxnard, representing disadvantaged census tracts as identified in the attached table.

Now, therefore, the Parties do hereby agree as follows:
1 . TERM. This Agreement shall govern the performance of the Parties for the period [ ] (the “Effective Date”) through November 30, 2027, unless earlier terminated by either Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 363
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 3 party in accordance with the terms of this Agreement (such period of performance, the “Agreement Term”). 2.SCOPE OF WORK AND BUDGET; PRIOR APPROVAL FOR CHANGES.a.Scope of Work and Budget. Subrecipient shall, in a satisfactory manner as determined by GreenLatinos, perform all activities described in the scope of work as approved by GreenLatinos and attached hereto as Exhibit A, as may be amended from time to time (the “Approved Services”) in accordance with the program budget as approved by GreenLatinos and attached hereto as Exhibit B, as may be amended from time to time (the “Approved Budget”). b. Prior Approval for Changes. Subrecipient may not transfer more than 10% allocated funds among cost categories within a budgeted program account without the prior written approval of GreenLatinos nor shall Subrecipient make any changes, directly or indirectly, in program design or in the Approved Services or in the Approved Budget without the prior written approval of GreenLatinos. 3.ROLES AND RESPONSIBILITIES.a. GreenLatinos. As a national pass-through partner for the USDA Forest Service that subawards funding to community-based organizations and local government agencies serving priority communities, GreenLatinos will have administrative and programmatic oversight over the implementation of and compliance with the terms of this Agreement. GreenLatinos is responsible for:i. Funding and Payment Processing. GreenLatinos will provide funding for the project in an amount not to exceed $984,926 USD. Payment(s) are to be made on a reimbursable basis according to the Payment Schedule shown in Exhibit A Table 1. GreenLatinos will process invoices quarterly.ii. Invoices. Invoices are to be submitted through GreenLatinos’ subrecipient portal.iii. Project Funds. Project funds are to be expended in accordance with the proposed budget, in accordance Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 364
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 4 with the terms in this Agreement, and fulfilling the scope of the final and awarded proposal.iv. Monitoring and Reporting. GreenLatinos will supervise and aggregate semi-annual performance and quarterly reimbursement reports, and will provide an online portal for Subrecipient to submit reports. v. Technical Assistance. GreenLatinos may organize kick-off and close-out convenings, monthly peer learning calls, and topic-specific webinars on project design, reporting and financial assistance, and community engagement. GreenLatinos will provide case management and some technical assistance. Requests for technical assistance, supporting project implementation, shall be submitted through GreenLatinos subrecipient’ portal.b. Community Lead. City of Oxnard, Unique Entity Identifier UEI: JKLUB9N3DXH7, serving as the Community Lead for the City of Oxnard, shall have the legal authority to enter into this award, and the institutional, managerial, and financial capability to ensure proper planning, management, and completion of the proposed project, which includes funds sufficient to pay the non-Federal share of project costs, when applicable. Subrecipient is responsible for:i. Program Participation. Actively participating in technical assistance activities organized by GreenLatinos, including but not limited to kick-off and close-out convenings, monthly peer learning calls, topic-specific webinars, training on reporting and financial assistance, and community engagement, and submission of technical assistance requests through GreenLatinos’ online portal.ii. Project Management and Coordination. Completing Project deliverables during the designated period of performance, in accordance with program requirements.iii. Finances. Establishing a dedicated account explicitly designated for funds disbursed under this subaward.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 365
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 5 Subrecipient is also responsible for submitting quarterly reimbursement requests tying program activities to approved budget expenses, to access grant funding.iv. Reporting.1 )Quarterly Financial Check-ins andReimbursement Reports: Subrecipient shallsubmit quarterly reimbursement reports withreimbursement requests as prescribed byGreenLatinos throughout the subaward’sperformance period, to be submitted throughGreenLatinos' subrecipient portal. Inaccordance with 2 CFR § 200.301, reports mustrelate financial data to performanceaccomplishments of the federal award.Quarterly reimbursement reports will be dueon April 10 for Q1 ending on March 31; July 10 forQ2 ending on June 30; October 10 for Q3ending on September 30 and January 10 for Q4ending December 31. There will be informalquarterly progress check-ins in April andOctober where reimbursements andperformance accomplishments will bediscussed. Quantitative and qualitative projectaccomplishments must be reported to theUSFS Impact Reporting Platform. Late reportswill result in withholding of reimbursementpayments.2)Semi-annual Reports: Subrecipient shall submitsemi-annual reports as prescribed byGreenLatinos throughout the subaward’sperformance period, to be submitted throughGreenLatinos' subrecipient portal. Inaccordance with 2 CFR § 200.301, reports mustrelate financial data to performanceaccomplishments of the federal award. Semi-annual reports will be due on November 10thfor the period of May 1 to October 31 and May10th for the period of November 1 to April 31.Quantitative and qualitative project Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 366
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 6 accomplishments must be reported to the USFS Impact Reporting Platform. Late reports will result in withholding of reimbursement payments.3)Ongoing Reporting: Ongoing project reporting may include providing GreenLatinos and the USDA with success stories with brief project descriptions, outcomes, photographs and testimonials via the USDA Forest Service reporting system. 4)Final Deliverables and Report. By February 28, 2028, submitting all substantial products and outputs, a final reporting form, high resolution .jpg photographs of project work (by submitting a photograph Subrecipient consents to allow GreenLatinos and USDA Forest Service to use those photographs in communications and reporting and represents and warrants that Subrecipient has obtained all necessary consents, permissions or licenses necessary to permit GreenLatinos and USDA Forest Service to do so), and adetailed record of project expenditures, including a comparison of the original proposed budget to award expenditures.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 367
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 7 v. GreenLatinos Communications. Subrecipient shall actively communicate their project achievements, impact, and outcomes with the media. Subrecipients shall work with GreenLatinos and GreenLatinos’ media consultant to promote their projects to the media. Clear recognition of USDA's support shall be included in all press releases, digital, and print media. Subrecipient shall acknowledge GreenLatinos and the Forest Service support in any publications, audiovisuals, and electronic media developed as a result of this award. Follow direction in USDA Supplemental 2 CFR 415.2. GreenLatinos may provide plaques and certificates to all sub-awardees to acknowledge USDA’s support. If plaques and certificates are provided, they shall be publicly displayed. Subrecipients may be asked to present Project outcomes during a GreenLatinos virtual or in person meeting, if requested.1 4. AWARD AND ADMINISTRATION; COMPLIANCE WITH APPLICABLE LAWS.a. JUSTICE40. The federal match requirement for this award has been waived under the provision of Public Law 117-169 (Inflation Reduction Act), with the requirement that 100% of work and funding under this subaward must benefit disadvantaged communities.b.Compliance with Prime Award and Subaward. Subrecipient shall perform all activities funded by this Agreement in accordance with: (i) the Notice of Prime Award attached hereto as Exhibit D, including any amendments thereto; (ii) the Subaward Data attached hereto as Exhibit E, including any amendments thereto, which provides a summary of the Federal Subrecipient agreement data that is required by 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; (iii) the Approved Services attached hereto as Exhibit A; (iv) the Approved Budget attached hereto as Exhibit B, including any amendments thereto; and (v) the 1This request is subject to GreenLatinos’ communications schedule and is not guaranteed to be made.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 368
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 8 applicable additional terms and conditions in Exhibit C(each of (i)-(v) above is hereby incorporated by reference into this Agreement). In addition, Subrecipient shall cooperate fully with GreenLatinos in its efforts to comply with the requirements of the Notice of Prime Award, including any amendments thereto.c. Compliance with Applicable Laws. Subrecipient shall perform all activities funded by this Agreement in accordance with all applicable federal, state and local laws, including without limitation laws which regulate the use of funds allocated Cooperative Forestry Assistance Act, P.L. 95-313 as amended, 16 USC section 2105 and Public Law 117-169, Subtitle D, Section 23003(a). The term “federal, state and local laws” as used in this Agreement shall mean all applicable statutes, rules, regulations, executive orders, directives or other laws, including all laws as presently in effect and as may be amended or otherwise altered during the Agreement Term, as well as all such laws which may be enacted or otherwise become effective during the Agreement Term. d. Collaborative Arrangements. Where permitted by terms of the award and federal law, Subrecipient may enter into collaborative arrangements with other organizations to jointly carry out activities with Forest Service funds available under this award. Subrecipient must obtain approval in writing from GreenLatinos before entering into any collaborative arrangements using Forest Service funds. GreenLatinos will not approve any subaward arrangements between Subrecipient and other organizations. Collaborative arrangements are to be restricted to contractual agreements as set forth by the procurement standards in 2 CFR Part 200 Subpart D. e. Disclosures. Subrecipient must promptly disclose to GreenLatinos all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award.f. Risk and Receipt of Funding. Subrecipient represents and warrants that, at all times during the Term, it does NOT have active exclusions in the System for Award Management (sam.gov). Subrecipient’s risk profile must be Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 369
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 9 evaluated in accordance with 2 CFR § 200.332(b) and deemed favorable, and Subrecipient’s award will be reported at fsrs.govin compliance with 2 CFR §170, prior to Subrecipient’s receipt of funds. If the Subrecipient has any active exclusion, it will not be eligible for receipt of funding. g. SAM.GOV Requirement: Subrecipient shall maintain current organizational information and the original Unique Entity Identifier (UEI) provided for this agreement in the System for Award Management (SAM) until receipt of final payment. This requires annual review and updates, when needed, of organizational information after the initial registration. More frequent review and updates may be required for changes in organizational information or agreement term(s). Any change to the original UEI provided in this agreement will result in termination of this agreement and de-obligation of any remaining funds. For purposes of this agreement, System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a Cooperative. Additional information about registration procedures may be found at the SAM Internet site at www.sam.gov.h.Debarment and Suspension. Subrecipient shall immediately inform GreenLatinos if they or any of their principals are presently excluded, debarred, or suspended from entering into covered transactions with the federal government according to the terms of 2 CFR Part 180. Additionally, should Subrecipient or any of their principals receive a transmittal letter or other official federal notice of debarment or suspension, then they shall notify GreenLatinos without undue delay. This applies whether the exclusion, debarment, or suspension is voluntary or involuntary. Subrecipient must complete the form AD-1048, Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion, Lower Tier Covered Transactions, attached hereto as Exhibit H. i. Restrictions on Lobbying. If the Subaward amount exceeds $100,000, Subrecipient shall file the certification required by 49 CFR Part 20, “New Restrictions on Lobbying.” The subrecipient shall certify that it will not and has not used Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 370
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 0 Federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant or any other award covered by 31 USC section 1352. Subrecipient shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that Federal contract, grant or award covered by 31 USC section 1352. Such disclosures shall be forwarded to GreenLatinos. Subrecipient shall ensure that any subcontractors/subconsultants under this Agreement shall certify the same. GreenLatinos is responsible for keeping the certification of Subrecipient, who is in turn responsible for keeping the certification forms of subcontractors/subconsultants (provided, however, that nothing in this section shall be construed to permit Subrecipient to retain or hire subcontractors/subconsultants without the written permission of GreenLatinos).j. Notification. Subrecipient shall notify GreenLatinos within 5 business days of all developments that have a significant impact on the activities supported under this award, including but not limited to financial developments. Also, notification must be given in case of problems, delays or adverse conditions that materially impair the ability to meet the objectives of the award. This notification must include a statement of the action taken or contemplated, and any assistance needed to resolve the situation.k. No Funding of Research and Development. This award is not for research and development and the cost of independent research and development, including their proportionate share of indirect costs, are unallowable.l. Members of Congress. Pursuant to 41 USC section 22, no member of, or delegate to, Congress shall be admitted to any share or part of this award, or benefits that may arise therefrom, either directly or indirectly.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 371
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1

5. FINANCIAL MANAGEMENT AND ADMINISTRATION.a. Office of Management and Budget (OMB) Guidance. Subrecipient is subject to OMB guidance in subparts A through F of 2 CFR Part 200, as adopted and supplemented by the USDA in 2 CFR Part 400 and must follow regulations found in 2 CFR 200.331 through 2 CFR 200.333. Electronic copies of the CFRs can be found at: ecfr.gov. b. Use of Award Funds. Award funds and any interest earned on them shall not be used:i. To carry out propaganda, or otherwise to attempt to influence legislation (within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) or as prohibited by OMB Circular A-122, section 25 regarding lobbying;ii. To participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office (within the meaning of section 501(c)(3) of the Code); iii. To make any awards to individuals or organizations (unless pre-approved in writing by GreenLatinos).iv. No part of the Award funds shall be paid to any GreenLatinos official, and Awardee acknowledges that no gifts or services were or will be rendered to GreenLatinos or any GreenLatinos official in exchange for this Award.c. Allowable Expenditures. All expenditures made with funds provided under this subaward must be exclusively for allowable program expenditures incurred during the period of this subaward.d. Purchase of Equipment. Subrecipient may not use the funds received under this Agreement for any purchase of equipment.e. Single Audit. In accordance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles and Audit Requirements, found in section 200.501(a), audit requirements for federal awards, non-federal entities that expend $750,000 or more in federal awards from all funding sources during their fiscal year, must agree to have a Single Audit conducted in accordance with Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 372
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 2 section 200.514 Scope of Audit. Further, section 200.512 requires that the final report for such an audit be completed within nine months of the entity’s fiscal year end. As a condition of this award, the subrecipient will be required to annually certify if their organization has been subject to the Single Audit requirement according to the above citations. If required, the subrecipient will complete any required Single Audit no later than nine months after the end of the entity’s fiscal year, and will send the Single Audit report to GreenLatinos within 10 business days of its completion.f. Election of De Minimis Rate. For the administration of thissubaward, GreenLatinos has elected to use the de minimisindirect cost rate of 10% of modified total direct costs(MTDC) as allowed under 2 CFR § 200.414(f). Subrecipienthas chosen to waive recovery of indirect costs related tothis Project.City of Oxnard hereby elects to waive recovery of indirectcosts for this project. ______ (Please initial)6. REPORTING.a. Financial Status Reporting.i. Subrecipient is subject to the OMB guidance insubparts A through F of 2 CFR Part 200, asadopted and supplemented by the USDA in2 CFR Part 400 and must follow the regulationsfound in 2 CFR 200.331 through 2 CFR 200.333.ii. All subawards $30,000 or more must bereported at fsrs.govin compliance with2 CFR 170. See Attachment for full text.iii. All financial and programmatic records andsupporting documents pertinent to this awardmust be kept for a period of three yearsfromthe date of submission of the final financialstatement report including expenditures fromthis award, per federal regulations. Theserecords may be subject to an audit by thefederal donor agency, GreenLatinos and/or theirrepresentatives. All records are to bemaintained for the additional duration Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 373
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 3 necessary to complete an audit and/or resolve all questions concerning expenditures, unless approval has been provided from GreenLatinos to dispose of records. iv. If any litigation, claim or audit is started before the expiration of the three-year period, the records shall be retained until litigation, claims or audit findings involving the records has been resolved.v. Subrecipient is expected to take reasonable care that systems are in place to ensure funds expended under this award are used for the purposes described in the subaward and can be properly accounted for.b. Program Performance Reports. The subrecipient shall perform all actions identified and funded in application/modification narratives within the performance period identified in award and submit Programmatic Reporting as set forth in the Award Agreement. 7. INSURANCE.a. Insurance. Subrecipient shall maintain all the following insurance coverage during the period of this subaward:i. General Liability and Property Damage. With respect to all operations performed under this Agreement, Subrecipient shall carry general liability insurance having all major divisions of coverage including, but not limited to: Premises - Operations, Products and Completed Operations, Personal Injury Liability, Contractual Liability. The policy shall be on an occurrence form and limits shall not be less than: $1,000,000 Each Occurrence, $2,000,000 General Aggregate, $1,000,000 Products/Completed Operations Aggregate, and $1,000,000 Personal and Advertising Injury.ii. Automotive Liability. The Party shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 374
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 4 connection with the Agreement. Limits of coverage shall not be less than $500,000 combined single limit. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, limits of coverage shall not be less than $1,000,000 combined single limit. If the Party does not own or operate motor vehicles, they must apply for an Automotive Liability Waiver through GreenLatinos. Should the Party obtain or begin operating a vehicle they must obtain liability insurance meeting the requirements above.iii. Workers Compensation. With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the state in which the Subrecipient is performing work under this subaward. Subrecipient must provide written Proof of Insurance to GreenLatinos within 30 days of the effective date of this Agreement and annually as requested. If Subrecipient is self-insured, the Subrecipient must provide written documentation verifying self-insured status. Proper documentation will override stated insurance requirements.8. INDEMNIFICATION. Subrecipient shall defend and hold GreenLatinos, its employees, officers, directors, agents and representatives harmless from any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and attorney’s fees, which they may suffer arising from any act or omission or neglect of Subrecipient, its employees, officers, directors, agents or representatives, or anyone else for whose acts Subrecipient may be responsible, in the performance of Subrecipient’s obligations under this Agreement. This provision shall survive the expiration or termination of this Agreement for any or no reason.9. COMMUNICATIONS AND USE OF INTELLECTUAL PROPERTY.a. Use of GreenLatinos and Forest Service Insignias. Grantor must submit and receive approval in writing from an individual authorized by the GreenLatinos and Forest Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 375
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 5 Service to consent on their behalf on all requests to use the Forest Service and GreenLatinos insignias on any published media, such as a webpage, printed publication, or audiovisual production.b. GreenLatinos and Forest Service Acknowledged in Publications, Audiovisuals, and Electronic Media. Subrecipient shall acknowledge GreenLatinos and Forest Service support in any publications, audiovisuals, and electronic media developed as a result of this award, following direction in USDA Supplemental 2 CFR 415.2. Public announcements of the Award may be made by the Subrecipient, GreenLatinos, and the Forest Service. Any related press release, media alert, website posting, or other publication about the Program or the Award made by Subrecipient must acknowledge the Forest Service and GreenLatinos support. All public announcements must be submitted to GreenLatinos for approval at least two weeks prior to publication.c. Use of Subrecipient Insignia. Subrecipient hereby authorizes GreenLatinos to include its insignia in mutually agreed-upon advertising copy, solely in connection with this Agreement, subject to prior review and approval of such use by Subrecipient which shall not be unreasonably withheld. d. Copyright and Ownership. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Subrecipient. Ownership of all designs, reports, drawings, studies, estimates, models, computations, and other related items (“Work Product”) prepared under this Agreement shall vest in GreenLatinos upon payment to the Subrecipient for all Services and Deliverables rendered herein through the date of the expiration or termination of this Agreement. Subrecipient hereby assigns to GreenLatinos all right, title and interest in any Work Product. 10. TERMINATION.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 376
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 6 a. By GreenLatinos. This subaward may be terminated, in whole or in part pursuant to 2 CFR 200.340. GreenLatinosmay, by giving written notice to Subrecipient, terminate this Agreement without penalty in whole or in part for cause, which shall include, without limitation: (i) failure for any reason of Subrecipient to fulfill timely and properly any of its obligations under this Agreement, including failure to comply with any provision of this Agreement; (ii) Subrecipient’s default, breach or any intervening casualty which poses an immediate threat to life, health or safety; (iii) Subrecipient’s breach of its representations, warranties and certifications contained in this Agreement; (iv) the suspension or debarment or determination that Subrecipient or any of its principals are ineligible to participate in federal assistance awards or contracts; (v) Subrecipient’s failure to maintain the insurance coverage in the form and/or amounts required by GreenLatinos pursuant to this Agreement; (vi) the submission by Subrecipient to the Forest Service or GreenLatinos of reports that are incorrect or incomplete in any material respect; (vii) ineffective or improper use by Subrecipient of funds received under this Agreement; (viii) suspension, termination, in whole or in part of, or absence or reduction of appropriations for, grants or reimbursements to GreenLatinos; (ix) the necessity for termination and/or amendment of this Agreement so as to make any terms of this Agreement consistent with federal, state or local laws; (x) fraudulent activities on the part of Subrecipient; and (xi) the filing of bankruptcy, receivership or dissolution by or with respect to Subrecipient. GreenLatinos may also terminate this Agreement in whole or in part without cause upon 30 days’ written notice to Subrecipient.b. By Subrecipient. If Subrecipient is unable or unwilling to comply with any additional conditions or requirements which may arise as a result of changes in or additions to any federal, state or local laws after the commencement of the Agreement Term, including without limitation those applied by the Forest Service in their grants and reimbursements to GreenLatinos, and which thereby Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 377
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 7 become applicable to Subrecipient during the Agreement Term, Subrecipient shall terminate this Agreement by giving written notice to GreenLatinos. The effective date of such notice of termination shall be no earlier than 30 days from the date of the notice.c. Liability for Default. Whether or not this Agreement is terminated, Subrecipient shall be liable to GreenLatinos for damages sustained by GreenLatinos by virtue of any breach of this Agreement by Subrecipient and GreenLatinos shall be liable to Subrecipient for any direct damages sustained by Subrecipient by virtue of any breach of this Agreement by GreenLatinos. This shall include, without limitation, liability of Subrecipient for the disallowance by the Forest Service of the reimbursement of charges submitted by GreenLatinos for services provided by Subrecipient under this Agreement where the disallowance is in any way attributable to Subrecipient, including the provision or maintenance by Subrecipient of inadequate or erroneous records or billing documentation of services provided. If any such reimbursement of charges is disallowed as a result of an audit by the Forest Service of Subrecipient or GreenLatinos, the amount disallowed must be paid by Subrecipient to GreenLatinos from funds other than those provided by GreenLatinos under this Agreement. Under no circumstances will GreenLatinos be liable to Subrecipient for any indirect damages.11. GENERAL PROVISIONS.a. Governing Law. This Agreement shall be governed by the laws of the District of Columbia without giving effect to the conflicts of laws provisions thereof.b. Integration. This Agreement supersedes all oral agreements, negotiations and representations between the parties pertaining to the subject matter of this Agreement. c. Severability. In the event that any portion of this Agreement is held to be unenforceable, such portions shall not limit or otherwise modify or affect any other portion of this Agreement.d. Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not be deemed a Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 378
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 8 waiver of any subsequent breach by the other party of the same or of different provisions.e. Binding Effect; Assignment. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the parties and their respective and permitted successors, transferees and assigns. Subrecipient shall not assign, subcontract or transfer any of its rights, responsibilities or obligations under this Agreement without GreenLatinos’s prior written consent, which GreenLatinos may withhold in its sole discretion. Any attempted assignment, subcontract, or transfer of this Agreement in violation of this Section shall be void. Should Subrecipient assign, subcontract or transfer any of its rights, responsibilities or obligations hereunder with such consent from GreenLatinos, Subrecipient and the party to which it proposes to assign or subcontract its responsibilities or services hereunder must enter into a written agreement that is consistent with this Agreement and the various requirements specified hereunder and that is approved by GreenLatinos prior to its execution.f.Notices. Notices given by GreenLatinos or Subrecipient will be sufficient only if in writing and mailed or transmitted electronically by e-mail or through the reporting system directly, to the points of contact and addresses specified in Exhibit A: Scope of Services. Notices will be effective when delivered, or on the effective date of the notice, whichever is later.g. Modifications. Subrecipient may request scope of work or budget modifications in alignment with their original scope of work, any changes will be made by mutual consent and requested according to Notices above. Modifications must be approved prior to the date when these modifications will be implemented. GreenLatinos reserves the right to deny modifications, which compromise the original scope of work or were not approved prior to commencement. GreenLatinos also reserves the right to deny payment for modifications that were not previously approved.h. Subawardee. Subrecipient will act as a subawardee in the performance of the Services under this Agreement.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 379
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 1 9 Accordingly, Subrecipient shall be responsible for the terms described in 2 CFR 200.i. Disputes. In the event of any issue of controversy under this Agreement, the Parties may pursue Alternate Dispute Resolution (ADR) procedures to voluntarily resolve those issues provided that GreenLatinos shall have the right to, and be permitted to, seek and obtain injunctive relief from a court of competent jurisdiction. If GreenLatinos and Subrecipient agree to arbitrate any controversy or claim arising out of this Agreement; any such arbitration shall be fully and finally resolved in binding arbitration in a proceeding brought in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. The arbitration proceedings shall be confidential. The arbitrator shall not have the authority to modify or change any of the terms of this Agreement. The arbitrator’s award shall be final and binding upon GreenLatinos and Subrecipient, and judgment upon the award may be entered in any court of competent jurisdiction in any state of the United States or country or application may be made to such court for a judicial acceptance of the award and an enforcement as the law of such jurisdiction may require or allow. The arbitrator may require the losing party thereto, as determined by the arbitrator, to bear the costs and fees incurred in any such arbitration.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 380
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 20 This Subaward Agreement shall become effective upon the signatures of authorized representatives of both Parties. An electronic copy shall be deemed an original signature.SignatureDateMark Magaña, Executive DirectorGreenLatinosSignature DateAlexander Nguyen, City ManagerCity of Oxnard Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 381
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 21 APPENDIXExhibit A: Scope of Services Exhibit B: Program BudgetExhibit C: Additional Terms and Conditions Exhibit D: Notice of Prime AwardExhibit E: Subaward Data Exhibit F: Whistleblower NoticeExhibit G: 2 CFR Part 170Exhibit H: Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 382
City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 22

EXHIBIT A
SCOPE OF Work
GreenLatinos USDA IRA Urban & Community Forestry Program Attachment A: Scope of Work for City of Oxnard
Oxnard Urban Forestry Project
I. Project Participants & Primary Points of Contact
a. Community Lead: City of Oxnard
b. Mailing Address: 305 West Third St., Oxnard, CA, 93030 c. Project Director (Award/Organization Point of Contact): Steve Howlett, Assistant Public Works Director, (805) 385-7830, [email protected]
d. Program Manager: TBD; cc Eric Humel, Grants Coordinator, (805) 271-2231, [email protected]
e. Finance Point of Contact: Chandra Crudup, Financial Analyst, (805) 200-5234
f. Cross Departmental Participants: N/A
g. External Partners: N/A
II. Project Background
a. Project Title: Oxnard Urban Forestry Project
b. Project Description: The project involves a tree inventory and Level 2 Risk Assessment of the approximately 56,000 trees that are managed by the City of Oxnard. The project also includes training for the City’s urban forest staff, LiDAR for analyzing canopy cover, and the removal of approximately 325
dead and dying trees that pose risks and have been
impacted by climate impacts and subsequent stressors such as pests and disease. The project will serve as the foundation for all future City urban forest planning and management, including for building long- term resilience to climate impacts and forest and people wellness. c. Total Funding: $984,925.00
d. Period of Performance: [ ]– November 30, 2027
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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 23
e. Priority Census Tracts (Disadvantaged Communities) Served: Please refer to the attached table of census tracts
III. Project Scope: Deliverables, Timeline, Reporting and Payment Schedule
Project reports, due dates, and reimbursements are scheduled below.

GreenLatinos will make quarterly reimbursements over the course of this project, in accordance with satisfactory progress reports.

Table 1. Schedule of Project Deliverables and Payments
2024: Begin procurement process for tree inventory and risk assessment, and LiDAR canopy cover analysis consultant
Begin procurement process for arboriculture training for City staff involved in urban forest management
2024:

Oct. 2024: Contracts awarded to consultants for the above procurements
Feb. 2025: Training complete for City tree staff
March 2026: Tree inventory, Level 2 Risk Assessment, and LiDAR canopy cover analysis complete
Tree removal work procurement initiated
Tree removal work contract awarded
Tree removal work complete (an estimated 325 trees)
2026:

Oct. 2026:

Oct. 2027:

Dec. 2027: Final Project Report, Photos, and Financial Report Schedule of Quarterly Financial Reimbursement Reports
Quarterly financial reimbursement reports will be due as follows:

Performance Period Due Date to
GreenLatinos
Q1: 1/1 – 3/31 4/10
Q2: 4/1 – 6/30 7/10
Q3: 7/1 – 9/30 10/10
Q4: 10/1 – 12/31 1/10
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City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] Schedule of Semi-Annual Program ReportsSemi-Annual program reports will be due as follows:Performance PeriodDue Date to GreenLatinosSemi-Annual Report 1: 5/1 – 10/3111/10Semi-Annual Report 2: 11/1 – 4/305/10IV. SignaturesThis Scope of Work shall become effective upon the signatures of authorized representatives of both Parties. An electronic copy shall be deemed an original signature.SignatureDateMark Magaña, Executive DirectorGreenLatinosSignatureDateAlexander Nguyen, City ManagerCity of Oxnard Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 385
City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 25

PROJECT NARRATIVE

1. Project Scope Alignment:

The City of Oxnard manages approximately 48,806 trees within its urban forest. The City does not have a current inventory of all of these trees. The City is comprised of multiple areas that are designated as disadvantaged (about half of the City by area). In order to maximize the positive impact of urban forestry on disadvantaged communities, specifically access to the health, social, ecological, and economic benefits of urban forests, an accurate inventory and assessment is necessary to determine the City’s urban forest needs. There are many areas with low tree canopy cover, especially within the disadvantaged census tracts of the City. These census tracts are also those most impacted by dense populations, with more need for no-cost recreation within walking distance, and with the most vulnerability to extreme heat impacts.

The Public Health Institute conducted an urban heat monitoring project in 2021, focusing on 20 Oxnard parks. The study focused on parks in census tracts with high heat impact and low tree canopy. The study’s results indicated that low tree canopy impacted temperature extremes in the parks. However, more information is required in order to extend the study to all City parks, and to recommend tree canopy increase amounts across the City in order to reduce urban heat impacts, especially in the most disadvantaged neighborhoods.

The project will encourage proactive and systematic maintenance and monitoring of urban trees in order to improve urban forest health. The project will assess risk to Oxnard’s urban forest from pests, disease, and adverse climate impacts. For example, Oxnard has had to reduce irrigation to its parks due to long-term drought. At the same time, Oxnard’s urban forest has been negatively impacted by the effects of the drought as well as adverse climate impacts such as an increased amount of hot and dry wind events, and increased high temperatures. In order to address the urban forest’s health, especially impacts from pests and disease that have been exacerbated by these climate impacts, a Level 2 Tree Inventory Assessment is critical in effectively maintaining and monitoring the forest’s health into the future. The inventory and assessment is especially critical as a more resilient urban forest is to be put in place through the findings of the proposed Level 2 Tree Inventory Assessment.

The project thus advances the health and wellness of forests and people, in line with the objectives of the Ten-Year Urban and Community Forestry Action Plan.

The project will contribute to the goals of Justice40, State Forest Action Plan, and Ten-Year Urban and Community Forestry Action Plan priorities, as described below.

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Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 26
Paid Training in Urban Forestry: The project will include paid training experiences for the City’s urban forestry staff, so that they can continue to establish and maintain the urban forest in the future using the most advanced skills and perspective on project management, and understand urban forest management with the most current holistic methodology. The project contributes in this way to increasing workforce development of the City’s urban forest management team. The project will thus improve urban forest management, maintenance, and arboricultural practices in the City.

Mitigation and Adaptation: The project works to address State Forest Action Plan objectives, including mitigation and adaptation to the effects of climate change on the City’s urban forest. The proposed project is a critical step in terms of addressing the anticipated rise in temperatures, and the fluctuations and uncertainty in precipitation that Oxnard and the west coast is forecast to experience in the future.

The project thus is a critical foundation to address the building of the long-term resilience of the City’s urban forest, and in increasing the health and resilience of the trees. The project is a critical step in restoring a resilient and sustainable urban forest as it assesses tree health, analyzes canopy cover, in the urban forest that has been impacted by climate change challenges. The project will determine areas at greatest risk from the threats of climate change, and initiates proactive measures to reduce and mitigate risks.

Resource Conservation and Protection: The project works to conserve existing tree resources, and provides plans for adapting them to climate impacts and subsequent pest and disease stressors. The project protects existing tree resources by addressing immediate pest and disease issues that threaten the trees. The project thus serves as a comprehensive resource for enhancing the City’s urban forestry stewardship of the 48,806 trees managed by the City. The inventory/assessment and educational components of the project promote better use of technology and tools in urban forestry.

Urban Forest Enhancement: The project enhances the existing urban forest by mapping gaps in canopy cover that can be addressed with increased trees, areas with increased heat impacts that can be addressed by increased canopy, and helping to mitigate climate change. According to data from NOAA, Ventura County is warming faster than any other county in the continental U.S. Thus residents of the City of Oxnard, especially its residents in disadvantaged communities, would strongly benefit from the increased canopy cover, cooling effects and air quality improvements that trees offer and that will be improved as a result of this comprehensive assessment, which will inform future tree plantings.

Advancing environmental justice: The project addresses components of the Climate Change category of benefits of the White House Environmental Justice40 Initiative by initiating the building of resilience in Oxnard’s urban forest, and by addressing Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 387
City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 27
the needs of the disadvantaged communities of Oxnard, through laying the foundation for the future management of the City’s urban forests, including mitigating heat islands with increased tree cover and sustainable shade in these communities.

2. Implementation Strategy/Methodology/Timeline:

Proposed approach: The project includes the following elements:

1. Tree Inventory and Level 2 Risk Assessment for the City’s approximately 48,806 trees

2. LiDAR aerial imagery, image processing, land use classification, analysis and report to assess canopy cover throughout the disadvantaged census tracts of the project.

3. Tree removals of those trees recommended to be removed as part of the Tree Inventory and Level 2 Risk Assessment, as a first step in restoring the urban forest using a methodology rooted in increased resilience. An estimated 325 trees will be removed.

4. Training: The project includes an urban forestry management training class for Oxnard’s permanent urban forestry staff. The training will involve topics such as tree data analysis, understanding basic practices related to long-term management of the trees, ways to improve existing tree management practices, and strategies for maintaining the tree management software.

5. Community engagement to involve the community in the urban forestry project, including presentations/workshops, a webpage, and outreach and education for youth.

The proposed approach involves the completion of a citywide tree inventory and Level 2 Risk Assessment. The City will contract with a consultant to complete the inventory and risk assessment, with the support of City of Oxnard Parks Division staff and the City’s certified arborist staff. The report will be conducted in tandem with training for existing City staff.

Proposed methodology: The City will contract with a consultant to create an inventory and map of the estimated 48,806 trees managed by the Public Works Department. The inventory will also include the basic (Level 2) risk assessment of each tree.

Project Schedule/Timeline with goals/milestones:The project will be initiated upon grant award.
o 2024: Begin procurement process for
tree
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City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 28 inventory and risk assessment, and LiDAR canopy cover analysis consultant, and outreacho2024: Begin procurement process for arboriculturetraining for City staff involved in urban forest managementoOct.-Nov. 2024: Contracts awarded to consultants for the aboveprocurementsoFeb. 2025: Training complete for City tree staffoMarch 2026: Tree inventory, Level 2 Risk Assessment, and LiDARcanopy cover analysis completeoJune 2026: Tree removal work procurement initiatedoOct. 2026: Tree removal work contract awardedoOct. 2027: Tree removal work completeoDec. 2027: Final Project Report, Photos, and Financial ReportExpected accomplishments or measurable outcomes:Inventory and Assessment: The project will yield a citywide tree inventory andbasic (Level 2) risk assessment of 48,806 trees. The inventory and risk assessment will serve as the foundation for all future City of Oxnard urban forest planning and management, including for building long- term resilience to climate impacts and forest and people wellness. The project will result in the removal of problem trees that pose risks, and have been impacted by climate impacts and subsequent stressors such as pests and disease that have impacted the trees. Risk assessment will include both qualitative and quantitative methodologies to determine hazard, clarify preventative maintenance and other tree risk abatement necessary per tree, assess pest and disease factors, and assess decay. Tree inventory will include assessing of each tree, stump, and vacant planting location. The inventory is a critical step in strategically managing the City’s urban forest, and identifying planting opportunities. A tree inventory report will be created.Light Detection and Ranging (LiDAR): LiDAR aerial imagery, image processing, land use classification, analysis and a report to assess canopy cover throughout the disadvantaged census tracts that compose the project. The project will utilize thespectral, height, and spatial information contained in the obtained datasets in order to estimate tree canopy cover. The outcomes will be spatially explicit and will provide highly accurate estimates of vegetation height, cover and canopy structure. The LiDAR data will allow the City to utilize citywide planning and analysis leading to more informed urban forest management.

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City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 29 Tree Removals: Trees recommended to be removed as part of the Tree Inventory and Level 2 Risk Assessment will be a first step in restoring the urban forest using a methodology rooted in increased resilience. An estimated 325 dead, dying, or treesthat pose a risk will be removed. Drought conditions, followed by the secondary effect of the insects attacking the trees (aphids, thrips, scale, and shothole borer), are responsible for the tree mortality as assessed by the City's ISA certified arborist on staff.Training: The project includes urban forestry management training classes for Oxnard’s permanent urban forestry staff. The training will involve topics such as tree data analysis, understanding basic practices related to long-termmanagement of the trees, ways to improve existing tree management practices, and strategies for maintaining the tree management software.Community Engagement: Funding for this category will include the creation of a Trees page on the City’s website, including information on the tree inventory, risk assessment, LiDAR canopy cover analysis, and dead/dying tree removals. The community will be able to be more involved in the inventory and analyses through public presentations and workshops such as at an estimated 4 Parks, Recreation, and Community Services Commission meetings. Also, the goal is to work with selected Title I schools in disadvantaged communities, to provide education and involvement in the tree inventory and canopy cover analysis process. The exact number of schools, classes, and students to be involved will be determined oncethe consultants are on board and able to engage in outreach with potential schools, especially those that are adjacent to parks and parkways that have trees. It is estimated that approximately 5 school sites will be identified, and approximately 250 students will be involved, but these numbers are estimates and remain to be finalized. Once the project starts, principals and teachers of potential schools will be engaged in the planning process. Engagement of schools will be very promising based on past efforts of the City.Project assessment/evaluation methods:City staff, including the City arborist, will oversee the inventory and risk assessment work conducted by the consultants. City staff will ensure that the reports meet the objectives and deliverables specified, in order to serve as a foundation for the future tree removal and tree replanting needs of the City,especially in terms of planting more resilient tree species that can withstand the climate impacts, and associated pest and disease impacts that are expected in the future. Tree removal work will also be evaluated by City staff, including the City Arborist.Communications Plan:

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City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 30 The City will create a website regarding the project, to provide information to thecommunity about the source of funding, and the goals and objectives of thefunding. The information will also be posted on the City’s social media outlets. Funding information will also be communicated in press materials when distributed. The project will also include community engagement efforts, focused on involving the disadvantaged communities of Oxnard in the project as relevant.4. Disadvantaged Community Outreach:The project scope will benefit and provide outreach to residents of Oxnard's disadvantaged communities. The outreach will include online posting of details of the tree inventory and risk assessment, presentations at the Parks, Recreation, and Community Services Commission meetings. The project will also engage the Inter-neighborhood Council organization, to relay findings and gather contacts to be involved in the upcoming Urban Forest Management Plan process, which will include a community advisory committee that will utilize the findings of this project. The community will be engaged in determining how canopy data collected will be shared and benefit the disadvantaged communities of the City. Youth will be able to be involved in the tree inventory and canopy cover analysis, as described above.There are 3 census tracts, out of the 39 census tracts of the City, which are not classified as disadvantaged. However, note that census tract 06111003609 has Oxnard Beach Park within it, which is a large park at the beach that is used by residents from the disadvantaged communities of Oxnard. Also, tract 06111003612 has the Channel Islands Harbor area in it, which is used by residents from Oxnard's disadvantaged communities as a recreational venue. And tract 06111003605 has Via Marina Park in it, a public park used by residents from adjacent disadvantaged communities.

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EXHIBIT BPROGRAM BUDGET
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City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 32 Budget NarrativeContractual Tree Inventory and Level 2 Risk Assessment: The cost of the Tree Inventory and Level 2 Risk Assessment is estimated at $7 per tree. This estimate was provided by the City’s Parks Manager based on their recent experience. As there are 48,806 trees estimated that are managed by the City, the total budget for this item is $341,642. $7 X 48,806 = 341,642Year 1: 7 X $24,403 trees = $170,821Year 2: 7 X $24,403 trees = $170,821 Community Engagement: This line item will fund a community engagement process, including 4 community presentations/workshops, the creation of a webpage with content for residents to track ongoing progress, including the tree inventory, risk assessment, and justification for dead and dying tree removals. The community engagement will also integrate outreach regarding the LiDAR canopy cover analysis, including with local schools where available through classroom-based presentations. The cost is estimated at $55,533 . This cost was estimated after a phone cost estimate was provided by a consultant who does tree inventories, tree risk assessments, and community engagement. Training: Urban forestry management training classes for Oxnard’s permanent urban forestry staff. The training will involve topics such as tree data analysis, understanding basic practices related to long-term management of the trees, ways to improve existing tree management practices, and strategies for maintaining the tree management software. The cost is estimated at $15,000. These costs were estimated by the City’s certified arborist on staff based on their experience, and a quote was also requested from a training provider. This training line item covers exam fees, test fees, courses, study guides, and test preparation training for certified arborist and certified tree worker exams and certifications. $50/hour X 300 hrs = $15,000LiDAR for canopy cover analysis: The estimated cost for the LiDAR canopy cover analysis is a lump sum based on the area of the City of Oxnard. The cost is estimated at $30,000 . The analysis includes aerial imagery, image processing, land use classification, analysis and a report assessing canopy cover. This quote was provided by a consultant. For 16,640 acres = $30,000 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 422
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 33 Tree Removals: It is estimated that 325 trees will be recommended to be removed as part of the Tree Inventory and Level 2 Risk Assessment process. The trees cost an estimated $1,670 each to remove. This cost was provided by the City’s Parks Manager, based on recent experience. The total is $542,750 for the removal of the 325 trees.Year 2: 162 trees X $1,670 = $270,540Year 3: 163 trees X $1,670 = $272,210 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 423
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 34 EXHIBIT CADDITIONAL TERMS AND CONDITIONS1. NONDISCRIMINATION STATEMENT – PRINTED, ELECTRONIC, OR AUDIOVISUAL MATERIAL. Subrecipient shall include the following statement, in full, in any printed, audiovisual material, or electronic media for public distribution developed or printed with any federal funding:In accordance with federal law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age, disability, and reprisal or retaliation for prior civil rights activity. (Not all prohibited bases apply to all programs.) Program information may be made available in languages other than English. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, and American Sign Language) should contact the responsible state or local Agency that administers the program or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. To file a program discrimination complaint, a complainant should complete a Form AD-3027, USDA Program Discrimination Complaint Form, which can be obtained online at https://www.ocio.usda.gov/document/ad-3027, from any USDA office, by calling (866) 632-9992, or by writing a letter addressed to USDA. The letter must contain the complainant’s name, address, telephone number, and a written description of the alleged discriminatory action in sufficient detail to inform the Assistant Secretary for Civil Rights about the nature and date of an alleged civil rights violation. The completed AD-3027 form or letter must be submitted to USDA by: (1) Mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue SW, Washington, D.C. 20250-9410; (2) Fax: (833) 256-1665 or (202) 690-7442; or (3) Email: [email protected]. If the material is too small to permit the full Non-Discrimination Statement to be included, the material will, at a minimum, include the alternative statement: “This institution is an equal opportunity provider.” Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 424
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2. TRAFFICKING IN PERSONS.a. Provisions applicable to a Recipient that is a private entity:i. Subrecipient and its employees, may not:1) Engage in severe forms of trafficking in persons during the period of time that the award is in effect;2) Procure a commercial sex act during the period of time that the award is in effect; or3) Use forced labor in the performance of the award or subawards under the award.ii. This award may be unilaterally terminated, without penalty, if a Subrecipient that is a private entity:1) Is determined to have violated a prohibition in paragraph a.1 of this award term; or2) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either:(a) Associated with performance under this award; or(b) Imputed to you or the Subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement).”b. Provision applicable to a Recipient other than a private entity: This award may be unilaterally terminated, without penalty, if a Subrecipient that is a private entity:i. Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; orii. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either:1) Associated with performance under this award; or Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 425
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 36 2) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided 2 CFR part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement).”c. Provisions applicable to any Subrecipient:i. You must inform GreenLatinos and the Forest Service immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. ii. The right to terminate unilaterally that is described in paragraph a.2 or b of this section:1) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 USC § 7104(g)), and 2) Is in addition to all other remedies for noncompliance available under this award. d. Definitions. For purposes of this award term:i. “Employee” means either:1) An individual employed by Subrecipient who is engaged in the performance of the project or program under this award, or2) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements.ii. “Forced labor” means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.iii. ”Private entity”1) Means any entity other than a state, local government, Indian tribe, or foreign public Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 426
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 37 entity, as those terms are defined in 2 CFR 175.25.2) Includes:(a) A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b).(b) A for-profit organization.iv. “Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the meanings given at section 103 of the TVPA, as amended (22 USC § 7102).3. PROHIBITION AGAINST USING FUNDS WITH ENTITIES THAT REQUIRECERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS.a. Subrecipient may not require its employees, contractors, or Subrecipients seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.b. Subrecipient must notify its employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph 1 of this award provision are no longer in effect.c. The prohibition in paragraph 1 of this award provision does not contravene requirements applicable to any other form issued by a federal department or agency governing the nondisclosure of classified information.d. If GreenLatinos or the Government determines that the Subrecipient is not in compliance with this award provision, it;i. Will prohibit the Subrecipient’s use of funds under this award in accordance with sections 743, 744 of Division E of the Consolidated Appropriations Act, 2016, (Pub. L. 114-113) or any successor provision of law; and Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 427
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 38 ii. May pursue other remedies available for the Subrecipient’s material failure to comply with award terms and conditions.4. ELIGIBLE WORKERS. Subrecipient shall ensure that all employees complete the I-9 form to certify that they are eligible for lawful employment under the Immigration and Nationality Act (8 USC § 1324(a)). Subrecipient shall comply with regulations regarding certification and retention of the completed forms. These requirements also apply to any contract or supplemental instruments awarded under this award.5. FREEDOM OF INFORMATION ACT. Public access to award or agreement records must not be limited, except when such records must be kept confidential and would have been exempted from disclosure pursuant to Freedom of Information regulations (5 USC § 552). Requests for research data are subject to 2 CFR 315(e). Public access to culturally sensitive data and information of Federally-recognized Tribes may also be explicitly limited by P.L. 110-234, Title VIII Subtitle B § 8106 (2009 Farm Bill).6. PATRIOT ACT. Subrecipient agrees to comply with all applicable requirements of the USA Patriot Act and Executive Order 13224, and all subsequently enacted legislation, executive orders, or regulations, designed to prevent any Award funds from being used in support of terrorism or a terrorist organization.7. PROMOTING FREE SPEECH AND RELIGIOUS FREEDOM. As a recipient of USDA financial assistance, grantees (including Subrecipient) will comply with the following:a. Do not discriminate against applicants for sub-grants on the basis of their religious character.b. Code of Federal Regulations (CFR) part 16.3(a), Rights of Religious Organizations.c. Statutory and national policy requirements, including those prohibiting discrimination and those described in Executive Order 13798 promoting free speech and religious freedom, 2 CFR 200.300.8. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEOSURVEILLANCE SERVICES OR EQUIPMENT. Cooperators (including Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 428
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 39 Subrecipient) are responsible for compliance with the prohibition on certain telecommunications and video surveillance services or equipment identified in 2 CFR 200.216. See Public Law 115-232, Section 889 for additional information. In accordance with 2 CFR 200.216, grantees (including Subrecipient) are prohibited from obligating or expending loan or grant funds for covered telecommunications equipment or services to:a. Procure or obtain, extend or renew a contract to procure or obtain;b. Enter into a contract (or extend or renew a contract) to procure; orc. Obtain the equipment, services or systems.9. DRUG FREE WORKPLACEA. Subawardee agree(s) that it will publish a drug-free workplace statement and provide a copy to each employee who will be engaged in the performance of any project/program that receives federal funding. The statement must:a. Tell the employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in its workplace;b. Specify the actions subawardee will take against employees for violating that prohibition; andc. Let each employee know that, as a condition of employment under any award, the employee:i. Shall abide by the terms of the statement, andii. Shall notify subawardee in writing if they are convicted for a violation of a criminal drug statute occurring in the workplace, and shall do so no more than 5 calendar days after the conviction.B. Subawardee agree(s) that it will establish an ongoing drug-free awareness program to inform employees abouta. The dangers of drug abuse in the workplace;b. The established policy of maintaining a drug-free workplace;c. Any available drug counseling, rehabilitation and employee assistance programs; andd. The penalties that you may impose upon them for drug abuse violations occurring in the workplace.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 429
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 40 C. Without the GreenLatinos Case Manager’s expressed written approval, the policy statement and program must be in place as soon as possible, no later than the 30 days after the effective date of this instrument, or the completion date of this subaward, whichever occurs first.D. Subawardee agrees to immediately notify the GreenLatinos Case Manager if an employee is convicted of a drug violation in the workplace. The notification must be in writing, identify the employee’s position title, the award number of each award on which the employee worked. The notification must be sent to the Case Manager within 10 calendar days after subawardee learns of the conviction.E. Within 30 calendar days of learning about an employee’s conviction, GreenLatinos must eithera. Take appropriate personnel action against the employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973 (29 USC 794), as amended, orb. Require the employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for these purposes by a Federal, State or local health, law enforcement, or other appropriate agency.10. TEXT MESSAGING WHILE DRIVINGIn accordance with Executive Order (EO) 13513, “Federal Leadership on Reducing Text Messaging While Driving,” any and all text messaging by Federal employees is banned: a) while driving a Government owned vehicle (GOV) or driving a privately owned vehicle (POV) while on official Government business; or b) using any electronic equipment supplied by the Government when driving any vehicle at any time. All Cooperators, their Employees, Volunteers, and Contractors are encouraged to adopt and enforce policies that ban text messaging when driving company owned, leased or rented vehicles, POVs or GOVs when driving while on official Government business or when performing any work for or on behalf of the Government.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 430
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 41

EXHIBIT DNOTICE OF PRIME AWARD
Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 431
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 42 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 432
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 43 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 433
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 44 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 434
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 45 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 435
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 46 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 436
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 47 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 437
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 48 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 438
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 49 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 439
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 50 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 440
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 51 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 441
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 52 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 442
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 53 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 443
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 54 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 444
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 55 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 445
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 56 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 446
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 57 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 447
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 58 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 448
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 59 Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 449
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 60 EXHIBIT ESUBAWARD DATA(i) Subrecipient NameCity of Oxnard(ii) Subrecipient Unique Entity Identifier:JKLUB9N3DXH7(iii) Federal Award Identification Number (FAIN):24-CA-11132544-013(iv) Federal Award Date of Award to the Recipient by the Federal Agency:October 12, 2023(v) Subaward Period of Performance Start Date:[ ](vi) Subaward Period of Performance End Date:11/30/2027(viiAmount of Federal Funds Obligated by this Action by the Pass-Through Entity to the Subrecipient:$984,925(viiTotal Amount of Federal Funds Obligated to the Subrecipient by the Pass-Through Entity Including the Current Obligation:$984,925(ix) Total Amount of the Federal Award Committed to the Subrecipient by the Pass-Through Entity:$984,925(x) Federal Award Project Description:The project involves a tree inventory and Level 2 Risk Assessment of the approximately 48,806 trees that are managed by the City of Oxnard, urban forest training for the City’s urban forest staff, LiDAR for analyzing canopy cover, the removal of approximately 325 dead and dying trees in disadvantaged communities and involve youth who will participate in the tree inventory and LiDAR canopy cover analysis. This project will serve as the foundation for all future City urban forest planning and management.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 450
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 61 EXHIBIT FWHISTLEBLOWER NOTICEWhistleblowers perform an important service to USDA and the public when they come forward with what they reasonably believe to be evidence of wrongdoing. They should never be subject to reprisal for doing so. Federal law protects federal employees as well as personal services contractors and employees of federal contractors, subcontractors, grantees, and subgrantees against reprisal for whistleblowing. USDA bears the responsibility to ensure that nothing in a non-disclosure agreement which a contractor, subcontractor, grantee, or subgrantee requires their employees to sign should be interpreted as limiting their ability to provide information to the Office of Inspector General (OIG).41 USC section 4712 requires the head of each executive agency to ensure that its contractors inform their workers in writing of the rights and remedies under the statute. Accordingly, it is illegal for a personal services contractor or an employee of a federal contractor, subcontractor, grantee, or subgrantee to be discharged, demoted, or otherwise discriminated against for making a protected whistleblower disclosure. In this context, these categories of individuals are whistleblowers who disclose information that the individual reasonably believes is evidence of one of the following:Gross mismanagement of a federal contract or grant;A gross waste of federal funds;An abuse of authority relating to a federal contract or grant;A substantial and specific danger to public health or safety; orA violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.To be protected under 41 USC section 4712, the disclosure must be made to one of the following:A Member of Congress, or a representative of a committee of Congress; The OIG;The Government Accountability Office (GAO);A Federal employee responsible for contract or grant oversight or management at USDA;An otherwise authorized official at USDA or other law enforcement agency; Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 451
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 62 A court or grand jury; orA management official or other employee of the contractor, subcontractor, or grantee who has the responsibility to investigate, discover, or address misconduct.Under 41 USC section4712, personal services contractors as well as employees of contractors, subcontractors, grantees, or subgrantees may file a complaint with OIG, who will investigate the matter unless they determine that the complaint is frivolous, fails to allege a violation of the prohibition against whistleblower reprisal, or has been addressed in another proceeding. OIG’s investigation is then presented to the head of executive agency who evaluates the facts of the investigation and can order the contractor, subcontractor, grantee, or subgrantee to take remedial action, such as reinstatement or back pay.Federal Acquisition Regulation (FAR) Subpart 3.903, Whistleblower Protections for Contractor Employees, Policy, prohibits government contractors from retaliating against a contract worker for making a protected disclosure related to the contract. FAR Subpart 3.909-1 prohibits the Government from using funds for a contract with an entity that requires its employees or subcontractors to sign internal confidentiality statements prohibiting or restricting disclosures of fraud, waste, or abuse to designated persons. This prohibition does not contravene agreements pertaining to classified information. The regulation also requires contracting officers to insert FAR clause 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights, in all solicitations and contracts that exceed the Simplified Acquisition Threshold as defined in FAR Subpart 3.908. This clause requires notification to contractor employees that they are subject to the whistleblower rights and remedies referenced in 41 USC section 4712.In order to make a complaint alleging any of the violations mentioned above, one should complete the OIG Hotline form located at: https://www.usda.gov/oig/hotline.For additional information, they may also visit the WPC’s webpage at: https://www.usda.gov/oig/wpcor they may directly contact the WPC at [email protected].

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 452
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 63 EXHIBIT G2 CFR PART 1701. Reporting Subawards and Executive Compensation.a.Reporting of First-Tier Subawards.i.Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that equals or exceeds $30,000 in federal funds for a subaward to a non-federal entity or Federal agency (see definitions in paragraph e. of this award term).ii.Where and When to Report.1) The non-federal entity or federal agency must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov.2) For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.)iii.What to Report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.govspecify.b.Reporting Total Compensation of Recipient Executives for Non-Federal Entities.i.Applicability and What to Report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if1) The total federal funding authorized to date under this federal award equals or exceeds $30,000 as defined in 2 CFR 170.320;2) in the preceding fiscal year, you received(a) 80% or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards), and(b) $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts) and federal financial assistance Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 453
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 64 subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and,3) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 USC § 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) ii.Where and When to Report. You must report executive total compensation described in paragraph b.1. of this award term:1) As part of your registration profile at https://www.sam.gov.2) By the end of the month following the month in which this award is made, and annually thereafter.c.Reporting of Total Compensation of Subrecipient Executives.i.Applicability and What to Report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier non-federal entity Subrecipient under this award, you shall report the names and total compensation of each of the Subrecipient’s five most highly compensated executives for the Subrecipient’s preceding completed fiscal year, if 1) in the Subrecipient’s preceding fiscal year, the Subrecipient received(a) 80% or more of its annual gross revenues from federal procurement contracts (and subcontracts) and federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards) and,(b) $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts), and federal financial assistance subject to the Transparency Act (and subawards); and2) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 USC Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 454
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 65 § 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) ii.Where and When to Report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term:1) To the recipient.2) By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e.,between October 1 and 31), you must report any required compensation information of the Subrecipient by November 30 of that year.d.Exemptions. If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:i. Subawards, andii. The total compensation of the five most highly compensated executives of any subrecipient.e.Definitions. For purposes of this award term:i. “Federal Agency” means a Federal agency as defined at 5 USC section 551(1) and further clarified by 5 USC section 552(f).ii. “Non-Federal Entity” means all of the following, as defined in 2 CFR part 25:1) A governmental organization, which is a state, local government, or Indian tribe;2) A foreign public entity;3) A domestic or foreign nonprofit organization; and,4) A domestic or foreign for-profit organizationiii. “Executive” means officers, managing partners, or any other employees in management positions.iv. “Subaward”:1) This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient.

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 455
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 66 2) The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.331).3) A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract.v. “Subrecipient” means a non-federal entity or federal agency that:1) Receives a subaward from you (the recipient) under this award; and2) Is accountable to you for the use of the federal funds provided by the subaward.vi. Total compensation means the cash and noncash dollar value earned by the executive during the recipient’s or subrecipient’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)).

Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 456
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 67 EXHIBIT HCERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITYAND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS OMB No. 0505-0027 Expiration Date: 09/30/2025Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered TransactionsThe following statement is made in accordance with the Privacy Act of 1974 (5 USC § 552a, as amended). This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, and 2 CFR sections 180.300, 180.335, Participants’ responsibilities. The regulations were amended and published on August 31, 2005, in 70 Fed. Reg. 51865-51880. Copies of the regulations may be obtained by contacting the Department of Agriculture agency offering the proposed covered transaction.According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0505-0027. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The provisions of appropriate criminal or civil fraud, privacy, and other statutes may be applicable to the information provided.(Read instructions on page two before completing certification.)A.The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency; Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 457
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 68 B.Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.ORGANIZATION NAMECity of OxnardPR/AWARD NUMBER OR PROJECT NAMEJKLUB9N3DXH7NAME(S) AND TITLE(S) OF AUTHORIZED REPRESENTATIVE(S)Alexander Nguyen, City ManagerSIGNATUREDATEIn accordance with federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaintand at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 458
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 69 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: [email protected] is an equal opportunity provider, employer, and lender.Instructions for Certification(1)By signing and submitting this form, the prospective lower tier participant is providing the certification set out on page 1 in accordance with these instructions.(2)The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment.(3)The prospective lower tier participant must provide immediate written notice to the person(s) to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.(4)The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “person,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549, at 2 CFR Parts 180 and 417. You may contact the Department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.(5)The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it may not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 459
City of OxnardProject Amount: $984,925.00Project Completion Date: 11/30/2027 Project Number: 00000023 GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/Email: [email protected] 70 ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the Department or agency with which this transaction originated.(6)The prospective lower tier participant further agrees by submitting this form that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.(7)A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the General Services Administration’s System for Award Management Exclusions database.(8)Nothing contained in the foregoing shall be construed to require establishment of a system of records to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.(9)Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.Form AD-1048 (REV 12/22) Docusign Envelope ID: A10727FC-7C0E-4B2E-9A78-2C31844F47DB 460
Certificate Of Completion
Envelope Id: A10727FC7C0E4B2E9A782C31844F47DB
Status: Completed
Subject: Complete with Docusign: Oxnard GreenLatinos USDA IRA UCF Grant Package.Signed.Initialed.8.23.24.pdf Source Envelope:

Document Pages: 99
Signatures: 0
Envelope Originator:

Certificate Pages: 5
Initials: 3
Molly
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
72632 Coyote Rd.

Pendleton, OR 97801
[email protected]
IP Address: 73.229.196.232
Record Tracking
Status: Original
8/23/2024 10:01:03 AM
Holder: Molly
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: Cayuse Shared Services
Location: DocuSign
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Eric Humel
[email protected]
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(None)
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Sent: 8/23/2024 10:01:28 AM
Viewed: 8/23/2024 10:40:24 AM
Signed: 8/23/2024 10:40:46 AM
Electronic Record and Signature Disclosure:

Accepted: 8/23/2024 10:40:24 AM
ID: 51760599-e121-4f12-88af-753233d294ab
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Joe Toolan
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Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Rachna Vas
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Cayuse Shared Services (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 1/19/2023 2:07:39 PM Parties agreed to: Eric Humel
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To advise Cayuse Shared Services of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

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Agreement 32600043 with Arborpro, Inc. for
Urban Forestry Services
Public Works and Transportation Committee
July 22, 2025
Steve Howlett
Assistant Public Works Director
466
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Arborpro Inc. for a total amount not to exceed $363,186 with an initial term of two years from September 3, 2025 to September 2, 2027, with the option for one consecutive one- year period extension ending September 2, 2028, for Urban Forestry Services.

RECOMMENDATION 2
467
• The USDA Forest Service is disbursing approximately $1 billion for urban and community forestry investments through the Inflation Reduction Act - Urban and Community Forestry grant program.
• The City Council approved the Grant Application and
Resolution for the Inflation Reduction Act – Urban and
Community Forestry Grant Program on July 18, 2023.
• On August 20, 2024, the City of Oxnard was awarded the Grant in the amount of $984,925.00 from the USDA Forest Service through a Subaward Agreement (Attachment) with
Green Latinos, Project Number: 00000023.

BACKGROUND 3
468
• This project includes the award of an agreement to perform the inventory of the City’s trees, a Level 2 Risk Assessment of each City tree, a list of trees that are recommended for removal, use of a LiDAR drone to measure the citywide tree canopy cover and provide an analysis to improve cooling in disadvantaged neighborhoods, and provide Urban Forestry Management Training to staff along with Community Outreach and Education.
• This grant will fund the removal of an estimated 600 trees that will be identified as part of the Level 2 Risk Assessment. The tree removals will be bid separately from this Agreement.

BACKGROUND 4
469
• On May 12, 2025, the Purchasing Division published a Request for Proposals (RFP) PW 25-132 for Urban Forestry Services within the City. Two potential vendors were directly notified of the RFP, as well as the RFP being published on
www.PublicPurchase.com and the City’s Purchasing website.

Bid submissions were due by May 28, 2025 and the City
received four submissions.
• An Evaluation Committee reviewed all four proposals and each Committee Member (Asst. Public Works Director, Parks
Manager, and Parks Supervisor) scored each proposal
individually based on: 1) Completeness of Response; 2)
Qualifications, experience, and education of key staff; 3) Scope of Services to be provided; 4) Proposer’s experience with public agencies; and, 5) References. The collective Committee scores rated Arborpro, Inc. as the most responsive to the RFP.

BACKGROUND 5
470
• Staff has confirmed that Arborpro Inc. meets all required City contractual provisions, possession of a City business tax certificate, insurance certificates, and corporate filing with the California Secretary of State. Based upon the available information and research performed to date, staff believes the vendor is capable of satisfactorily completing the services in this Agreement.
• After the completion of this Agreement by Arborpro, Inc., the remaining grant funds will be applied towards future contract services for the removal of identified hazardous trees, the planting of new trees, and the development of the City Urban Forest Master Plan, following scope and budget amendment approval by the grantor (Green Latinos).

DISCUSSION 6
471
• The total cost for this Agreement with Arborpro Inc. shall not exceed $363,186 over the term of the contract. Services will commence on September 3, 2025, and grant funds have been awarded from the Inflation Reduction Act - Urban and
Community Forestry grant program to cover 100% of the
project costs (City Project #G2509, account 2003301-53200- G2509).
• Please note that the Agreement attached to this agenda report is in draft format. Staff is currently working with ArborPro, Inc., to finalize the terms of the agreement and anticipates
presenting the finalized version at the September 2, 2025, City Council meeting.

FINANCIAL IMPACT 7
472

QUESTIONS
8 473

PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.5

DATE: July 22, 2025

TO: Public Works and Transportation Committee

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: Information Technology Software Agreement 32600028 with Paradigm Software for Software for Scale House Operations for the Environmental Resources Division. (10 minutes)

RECOMMENDATION

That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Information Technology Software Agreement with Paradigm Software for a total amount not to exceed $504,325.98 for a term of five years ending September 30, 2030.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/q0XlXzPbJzI

BACKGROUND

The Del Norte Regional Recycling and Transfer Station (Del Norte) processes over 20,000 customer-billed account transactions annually. This level of activity necessitates an integrated scale house software system that supports Accounts Receivable (A/R) operations, including real-time tracking of paid and unpaid invoices, customer account management, and financial reporting.

Currently, Del Norte utilizes Paradigm Software Program Version 5, which is over ten years old, to manage scale operations. Due to its age, the system also has cybersecurity vulnerabilities in its underlying IT infrastructure which must be remediated or replaced. The system includes two core modules:

1. WeighStation Module – captures inbound and outbound weight data, material type, tipping fees, and customer account details.

2. CompuWeigh Module – manages A/R processes including customer billing, payment application, and aging reports for delinquent accounts.

In addition, the software provides tools for applying finance charges, generating open and aged item reports, managing closed accounts, processing payments and adjustments, and producing monthly customer statements.

It also maintains comprehensive reference data, such as customer accounts, tipping rates, vehicle information, and waste source/destination sectors.

The scale house is equipped with two 70-foot Fairbanks scales and a recently installed 70-foot above-ground Mettler Toledo scale. The software system must be compatible with these scales and any future scale installations.

474

DISCUSSION

The existing Paradigm Software system at Del Norte, which is more than ten years old, has been functional but limited in scalability and integration, particularly with respect to incorporating newer hardware and meeting evolving operational needs. The aging CompuWeigh module, while capable of basic A/R functions, lacks the flexibility and automation features now considered standard in modern solid waste scale management systems.

To modernize operations, the City issued Request for Proposal (RFP) 25-32 on October 1, 2024, seeking a comprehensive, fully integrated software solution tailored for solid waste management scale operations. The new system needed to support real-time transaction capture, Point of Sale (POS) capabilities, customer billing, and seamless integration with both current and future hardware, including truck scales and peripherals.

Four proposals were received by the submission deadline of October 29, 2024. Following a detailed evaluation process based on company qualifications, staff expertise, relevant experience, and overall responsiveness, Paradigm Software was unanimously recommended for contract award by the review panel. The City’s evaluation panel consisted of two Administrative Services Specialist, Senior, an Administrator Services Supervisor, the IT Director of Solution Delivery, and an Administrative Service Coordinator.

The new Paradigm Software system offers several key improvements over the legacy system:
• Enhanced Compatibility: Full support for existing and future scale equipment. • Advanced Aging Reports: Robust open and aged item reporting for improved management of delinquent accounts.
• Data Migration: Seamless conversion of all existing customer and transactional data, preserving operational continuity.
• Modern Interfaces: Compatibility with off-the-shelf peripherals such as scanners, signature pads, and POS systems.
• Improved Security and Support: Upgraded system architecture and security features to meet current IT standards.
• Scalability and Training: Configuration, testing, and training included to support staff adoption and ensure system performance aligns with City needs.

Because the vendor is already familiar with the City’s operations, the transition is expected to be smooth with no service interruptions. Paradigm’s solution is fully compatible with the City’s IT infrastructure and satisfies all procurement and legal requirements, including licensure, insurance, and active registration with the California Secretary of State. Paradigm will provide support services for a five-year period, beginning October 1, 2025 and ending September 30, 2030. Staff would bring back for the City Council’s consideration any renewal option past the initial five-year period.

In summary, the new Paradigm Software platform will significantly enhance the City’s scale house customer service and operations through improved functionality, greater system compatibility, and reduced reliance on manual processing. It is also expected to be compatible with new truck scales expected to be constructed under a future capital improvement project at the Del Norte facility.

STRATEGIC PRIORITIES

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

475

FINANCIAL IMPACT

The total cost of the Agreement with Paradigm Software shall not exceed the amount of $504,325.98. Funds for FY 2025-26 have been programmed in the Environmental Resources Fund (631) in the Fiscal Year 2025-26 Adopted Budget. Funding for subsequent fiscal years will be requested during the annual budget process. The estimated spending plan per fiscal year is as follows:

ESTIMATED SPENDING PLAN
ER
Fund/Account
FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 TOTAL 6313630-53200
Licensing, Feature
Enhancements and
Implementation
$148,022.35 $0 $0 $0 $0 $0 $148,022.35
6313630-53200
Annual Support,
WeighPay Service
Fee, Hardware
Warranty, Web
Hosting Fee
$50,333.57 $68,621.43 $70,680.07 $72,800.47 $74,984.49 $18,883.60 $356,303.63 Total $198,355.92 $68,621.43 $70,680.07 $72,800.47 $74,984.49 $18,883.60 $504,325.98

Prepared by: Brian Yanez, Assistant Public Works Director, Eric Zetz, Division Manager

ATTACHMENTS

1. Agreement No. 32600028

2. Presentation

476
P ARADIGM SOFTWARE, L.L.C.®
113 Old Padonia Road, Suite 200
Cockeysville, MD 21030
(410) 329-1300
PLA

TINUM SUPPORT SERVICES AND LICENSING AGREEMENT
Paradigm Software, L.L.C. ® ("Paradigm"), by its acceptance of this Platinum Support Services and Licensing Agreement including the following signature page, the Terms and Conditions and all applicable Addenda, Exhibits and Schedules identified herein below (collectively, this “Agreement”) agrees to sell and provide, and the undersigned client ("Client") agrees to purchase and accept, a license in specific computer software and support services relating to that software licensed by Paradigm to Client in accordance with the terms and conditions of this Agreement.

Paradigm
agrees and to grant to the Client a license to use the software, to deliver, and install the Software, and to sell, deliver, and install for Client to use the software in accordance with the terms and conditions of this Agreement.

This Agreement and the relationship between Paradigm and Client are governed by the Terms and Conditions and each of the Addenda and Exhibits indicated herein below, each of which is adopted and incorporated herein by reference.
☒ Terms and Conditions
☒ ADDENDUM A: System Implementation Addendum
Exhibit A: Scope of Work (Implementation Milestones)
Exhibit B: Purchase Price Schedule
Exhibit C: Payment Schedule
☒ ADDENDUM B: Service Levels
OXCA_Agreement_2025 Pa ge 1 of 37
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READ, UNDERSTOOD AND EXECUTED on the date(s) indicated below.

Customer:

Accepted by:

CITY OF OXNARD, CA

PARADIGM SOFTWARE, L.L.C.®
111 South Del Norte Boulevard
Oxnard, CA 93030

113 Old Padonia Road, Suite 200
Cockeysville, MD 21030

By:___________________________

___________________________
(Type or Print Name)
___________________________
(Title)
Date:_________________________

By:________________________
Jackie W Barlow II
President and Chief Operating Officer

Date: ______________________

Approved as to form:

By:___________________________

___________________________
(Type or Print Name)

___________________________
(Title)

Date:_________________________

OXCA_Agreement_2025 Page 2 of 37
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Agreement No. 32600028
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TERMS AND CONDITIONS

1. CHARGES, FEES, AND PAYMENT. Client shall pay the charges and annual fee for Platinum Support Services as specified in Exhibit B to Addendum A (System Implementation). The annual fee is payable annually in advance prior to the first day of the renewal term. At its sole discretion, Paradigm may increase its license fee and its charges for support and services by giving Client at least ninety (90) days’ notice prior to the affected term. If Paradigm provides services not expressly agreed to in this Agreement or in its Addenda, Client will be charged and agrees to pay for them at Paradigm's then-applicable rates. Prices and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes, and Client agrees to pay any such tax Paradigm may be required to collect or pay (including interest and penalties imposed by any governmental authority) which are imposed upon the sale or delivery of goods, licensed software, or services rendered hereunder. Exemption from such taxes, if any, shall be the responsibility of Client to pursue.

2. CLIENT RESPONSIBILITIES. Client agrees to test, and if operable, accept and use updates, amendments and alterations to the Software furnished to Client hereunder and to provide, install and maintain, at no cost to Paradigm, for the duration of this Agreement, an adequate connection for remote support approved by Paradigm. Client shall allow Paradigm access to the Software via this connection for the purpose of providing Platinum Support Services. Administrative access to the Software will be required for implementation, and during the Support and Services period. The Software will be required to have specific access to “*.paradigmsoftware.com” and TCP port 443. To effectively troubleshoot any issues that may occur with your system, we require access to logs and other relevant troubleshooting resources. These resources are necessary for us to identify the root cause of the problem and develop an appropriate solution.

3. COVERAGE.

3.1 Software. The Software eligible for Platinum Support Services (as defined below) are WeighStation® CW6 as updated with all current modules, applications, amendments, alterations, enhancements, improvements, and updates furnished to Client from time to time under warranty (the "Software"). Support Services will be provided exclusively for the Client's currently supported version of Software, running on the operating system version approved by Paradigm.

The supported version refers to any build released by Paradigm within the past 24 months. The Client agrees to remain current (within the last 24 months) by either installing the latest build of the Software as provided by Paradigm or engaging with Paradigm to install the latest build for the Client.

3.2 Hardware. Paradigm shall provide remote assistance in the support, repair, and replacement of Hardware (the “Hardware”) listed in this Agreement. Support will be provided using the Client’s assistance and remote computer connection to diagnose and repair the reported problems or issues. If Hardware replacement is required, the Client will provide installation services of such Hardware unless onsite service is requested and quoted separately. The Hardware covered under this Agreement are listed in Exhibit D (Hardware Inventory Warranty Schedule). The quantity identified in Exhibit D will reflect the number of spare Hardware provided to the Client at any one time. Paradigm will be responsible for providing replacement Hardware once said Hardware has been pulled from the shelf and the failed Hardware meets the requirements of replaceable Hardware. Failed Hardware will be repaired/replaced at the sole OXCA_Agreement_2025 Page 3 of 37
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discretion of Paradigm after an evaluation of the Hardware. Paradigm shall not be responsible for any misuse, neglect or abuse of, tampering with, force majeure, or vandalism of any Hardware. If Paradigm determines the failed Hardware meets the guidelines of a covered repair/replacement within this Section 3.2 and the Hardware is listed in Exhibit D, Paradigm will ground ship the replacement spare Hardware to the Client. If Paradigm determines the failed Hardware does not meet the guidelines of a covered repair/replacement, the Client will be provided with a quote for the spare replacement Hardware.

The Client shall maintain a local inventory of Paradigm owned (paid for by Paradigm) replacement Hardware (at the Client’s location of choice) to expedite service and minimize downtime in the event of a Hardware failure. Paradigm will provide replacement Hardware for local inventory upon receipt of the failed Hardware. The Client will be responsible for any associated freight charges with returning Hardware for repair, replacement and/or evaluation.

PARADIGM will provide alternative Hardware, as needed, which provides the same functionality and specifications of the failed Hardware in certain circumstances based on the availability of Hardware, at the time requested. Paradigm will acquire and own the Client inventory listed in Exhibit D of Addendum A.

4. PLATINUM SUPPORT SERVICES. During the term of this Agreement, Paradigm will provide the Client with its Platinum Support Services described in this paragraph. Subject to the license granted to the Client in the Software, Paradigm will provide technical services to design, code, check out and deliver amendments or alterations to the Software necessary to correct or solve any programming error attributable to Paradigm which caused the Software not to perform substantially as described in the current, standard editions of manuals delivered to the Client by Paradigm describing the use of the Software (the "Documentation"). Such Platinum Support Services will be promptly provided after the Client has identified and notified Paradigm of any such error in accordance with our Service Levels. Platinum Support includes the semi-annual installation of Software updates on the Client’s workstations, servers, or other hardware in both test and production environments. This service will be performed by Paradigm staff at a mutually agreed-upon time. Platinum Support will not include the re-installation of the Software and Paradigm will charge current hourly rates for the re-installation of Software on a new machine or a machine that the Client opts to update the operating system or other associated hardware.

Paradigm will provide reasonable telephone consultation in the use and operation of the Software 24 hours a day, seven (7) days a week, except company holidays (“Business Hours”). Client’s calls into Paradigm’s Support and Services line will receive priority placement in the queue.

Clients will receive up to two (2) hours of solution tuning quarterly. Solution tuning is defined as time spent with Paradigm staff to discuss the client’s configuration and recommend modifications to better the client’s operation.

5. TERM AND RENEWAL. Provided payment has been made as required hereunder, Paradigm shall provide Client with Platinum Support Services for a period of five (5) years.. The term of the license of the Software is governed by Addendum A hereto. Client agrees that if a renewal Agreement is not in executed by the expiration date of this Agreement, Client shall cease using the Software and shall return to Paradigm, or, at Paradigm's option, destroy, the original and all copies of the Software, the Documentation and any other materials provided by Paradigm.

6. OTHER SERVICES. Client agrees to pay Paradigm's then applicable rates and charges for services not included in Platinum Support Services, together with all costs incurred in connection OXCA_Agreement_2025 Page 4 of 37
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therewith. Investigation and research for Client identified conditions determined by Paradigm not to be attributed to Paradigm programming errors shall be billed to Client as such other services.

7. PROPRIETARY RIGHTS. Any programs, works, manuals, changes, additions, alterations, amendments or enhancements in the form of new or partial programs, Software, Source Code or Documentation (“IP”) as may be provided by Paradigm under this Agreement, and all copies thereof, shall be and remain the sole and exclusive property of Paradigm and shall be available for use by Client under and subject to the license granted in this Agreement and Addendum A hereto. As between the parties, Paradigm retains all right, title, and interest in and to the IP, including, but not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no such rights are conveyed to Client by virtue of any portion of this Agreement.

8. TERMINATION. Paradigm may terminate this Agreement upon the failure of Client to perform or observe any covenant or obligation set forth herein, including, but not limited to, Client’s failure to pay fees and charges, provided Paradigm has given Client thirty (30) days prior written notice of the failure, and Client has failed to cure such failure within such time. Upon termination, the Client shall cease using the Software and shall return to Paradigm, or, at Paradigm's option, destroy, the original and all copies of the Software, the Documentation and any other materials provided by Paradigm. Upon termination, the obligations of Client set forth in the paragraphs entitled "Scope," "Title and Ownership" and "Confidentiality" shall survive termination. Paradigm's rights of repossession may be enforced by Software disablement. Client may terminate its obligations under this agreement at any time, with or without cause, upon providing thirty (30) days’ written notice to Paradigm.

9. CONFIDENTIAL INFORMATION. “Confidential Information” shall mean this Agreement, all strategic and development plans, financial condition, business plans, data, business records, client lists, project records, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by either Party or to which they may be provided access in accordance with this Agreement. Except as otherwise provided herein, each Party agrees to treat confidentially and to not disclose to any person any Confidential Information about which it becomes aware. Each Party shall use all Confidential Information received by it solely in connection with this Agreement and for no other purpose whatsoever. Each Party shall strictly limit access to any Confidential Information to its employees, independent contractors, and agents who are under a contractual obligation to maintain the confidentiality of such information, and who have a need-to-know. Each shall safeguard all Confidential Information received by it using the same degree of care with which it protects the confidentiality of its own Confidential Information, but in no event less than a reasonable degree of care. Notwithstanding this provision, the Parties understand the Client is subject to the California Public Records Act and Public access to information must not be limited, except when such records must be kept confidential and would have been exempted from disclosure pursuant to the California Public Records Act and or the Freedom of Information Act.

10. NO WARRANTIES. CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES

HA VE BEEN MADE BY PARADIGM WITH RESPECT TO PLATINUM SUPPORT SERVICES OR SOFTWARE DELIVERED HEREUNDER. PARADIGM DISCLAIMS ALL

IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY , OXCA_Agreement_2025 Page 5 of 37
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IF ANY , A V AILABLE FOR THE SOFTWARE IS AS SET FORTH IN THE SYSTEM IMPLEMENTATION ADDENDUM.

11. LIMITATION OF LIABILITY . PARADIGM SHALL MAINTAIN GENERAL LIABILITY INSURANCE. PARADIGM SHALL OTHERWISE NOT BE LIABLE TO CLIENT FOR ANY

CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS

OPPORTUNITY OR BUSINESS ADV ANTAGE), WHETHER ARISING UNDER

CONTRACT, WARRANTY , NEGLIGENCE, STRICT LIABILITY , BREACH OF

STATUTORY DUTY , CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY

OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED

HEREIN, PARADIGM'S MONETARY LIABILITY FOR (A) ANY CAUSE UNDER OR

RELATING TO SUPPORT SERVICES SHALL IN NO EVENT EXCEED THE TOTAL OF

ALL AMOUNTS PAID TO PARADIGM BY CLIENT FOR PLATINUM SUPPORT SERVICES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE ON WHICH

ANY CLAIM IS MADE AND (B) ANY CAUSE UNDER OR RELATING TO LICENSING

AND SYSTEM IMPLEMENTATION SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY CLIENT FOR SOFTWARE LICENSE FEES.

12. BENEFIT OF THE BARGAIN. CLIENT UNDERSTANDS THAT THE FEES CHARGED BY

PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS

EXPRESSED BY THE LIMITED WARRANTY IN ADDENDUM A, THE EXCLUSIVE

REMEDY FOR BREACH OF THAT LIMITED WARRANTY , AND THE LIMITATIONS OF

LIABILITY AND DAMAGES ALL OF WHICH ARE SET FORTH IN THESE TERMS AND CONDITIONS. BY SIGNING THIS AGREEMENT, CLIENT ACCEPTS THESE TERMS

AND AFFIRMS ITS UNDERSTANDING THAT ANY CHANGE TO THESE ALLOCATIONS

OF RISK WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS AGREEMENT.

13. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Client may not assign, sell or otherwise transfer this Agreement nor any of the rights hereunder without the prior, express written consent of Paradigm.

14. ESCROW.

14.1 Escrow Agent. Safe Secure Escrow, LLC (the “Escrow Agent”) has entered into an Agreement with Paradigm and accepted and currently holds on deposit a single copy of the source code for the WeighStation® CW6 computer program ("Source Code") that has been licensed to Client pursuant to the Agreement. Paradigm shall deposit an updated copy of the Source Code monthly of such updates, and each updated copy shall upon deposit be deemed the Source Code under the Agreement. The copy of the Source Code held by Escrow Agent shall be and remain the exclusive property of Paradigm, and Escrow Agent will hold the Source Code as specifically provided in this Section 14. Escrow Agent will hold the copy of the Source Code in a secure cloud or other digital environment and may deliver a copy of the Source Code to Client, but only under the conditions specified in this Section 14. Upon reasonable request, and at Client’s cost, Client may examine the copy of the Source Code to verify compliance with the OXCA_Agreement_2025 Page 6 of 37
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terms hereof. Such examination shall be conducted on a computer to be made available by Paradigm at its premises in Cockeysville, Maryland.

14.2 Conditions for Escrow Release. Client shall be entitled to receive from Escrow Agent and to make limited use as provided in this Agreement of a single copy of the Source Code, if (i) Paradigm releases the Source Code to other licensees as a matter of general policy; (ii) Paradigm refuses to offer Client error correction services or changes required to comply with federal regulations at Paradigm's standard rates and on its standard terms and conditions; (iii) Paradigm becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or has voluntarily wound up or liquidated its business (or that segment of its business pertinent to the License Agreement); or (iv) Paradigm as a debtor-in possession or a trustee-in-bankruptcy in a case under the United States Bankruptcy Code rejects the Agreement. Any of the foregoing events is referred to below as a "Release Condition." Upon the happening of any Release Condition, Client may at its option give Escrow Agent written notice (the "Notice") requesting a copy of the Source Code. The Notice shall (i) be labeled "Notice Under Section 14 of Agreement Dated ______________," (ii) specify the Release Condition with reference to the applicable subsection of this Agreement; (iii) identify (by application name, version number and release date, and any other pertinent information) the computer programs for which Source Code is on deposit and which Client desires to have released; and (iv) be given within sixty (60) days of Client’s knowledge of the happening of the applicable Release Condition. Upon receipt of the Notice, Escrow Agent shall send a copy to Paradigm by commercial form guaranteed delivery, including encrypted retrieval (“Secure Delivery”). If Paradigm denies or disputes an alleged Release Condition, Paradigm shall, within sixty (60) days after the receipt of the copy of the Notice from Escrow Agent, deliver to the Escrow Agent a statement (the "Statement") identifying its dispute. Escrow Agent shall send a copy of the Statement to Client by Secure Delivery, and Escrow Agent shall continue to hold the Source Code in accordance with this Agreement. If Escrow Agent does not receive the Statement within the applicable time period, then Escrow Agent is authorized and directed to deliver a copy of the applicable Source Code to Client. Upon delivery to Client under any circumstances, the Source Code shall become a part of the licensed software and shall be subject to all of the license and confidentiality provisions and obligations set forth in the Agreement. In the event that Paradigm delivers the Statement to Escrow Agent in the manner and within the time period set forth above, Escrow Agent shall not release a copy of the Source Code or any part thereof, to Client unless (i) required to do so by order of a court of competent jurisdiction, or (ii) Escrow Agent has received written instructions with authorized signatures of both Paradigm and Client requesting release to Client. The Escrow Agent shall withhold release of the Source Code to the Client if any fees or costs owed by the Client to Paradigm are unpaid.

14.3 Termination and Cancellation. The delivery of a copy of the Source Code to Client hereunder shall act as a termination of all of Paradigm's responsibilities, all of Paradigm’s warranties, and all of Paradigm's software support obligations under the Agreement and all other agreements between Paradigm and Client. In the event a copy of the Source Code is provided to the Client, Paradigm shall retain all right, title and interest in and to the IP as provided by Section 7 of this Platinum Support Services and Licensing Agreement and any other attachment thereto, and the license granted, and the term thereof as provided in Addendum A to this Platinum Support Services shall remain in effect.

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14.4 Limitation on Escrow Agent’s Liability. As a fiduciary, conservator, receiver, or guardian of the Source Code that it receives, Escrow Agent’s obligation is solely one of safekeeping.

Escrow Agent shall not be obligated or required to examine or inspect the Source Code. The Escrow Agent cannot and does not warrant the content of the Source Code that it receives from Paradigm, regardless of the media used to transmit it. Escrow Agent's obligation for safekeeping shall be limited to providing the same degree of care for the Source Code as it maintains for its valuable documents and those of its other clients at the same location. However, Escrow Agent nor Paradigm shall not be responsible for any loss or damage to the Source Code due to a computer or hardware crash, malfunction, or changes in atmospheric conditions (including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of Escrow Agent. Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. In no event shall Escrow Agent be liable for any act or failure to act under the provisions of this Agreement except where its acts are the result of its gross negligence or malfeasance. Escrow Agent shall not have duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless such notice is in writing and actually received, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. Paradigm and Client shall jointly and severally indemnify Escrow Agent against any loss, liability, or damage (other than any caused by the gross negligence or malfeasance of Escrow Agent), including reasonable costs of litigation and counsel fees, arising from and in connection with the performance of its duties under this Agreement. Paradigm and Client acknowledge that neither this Agreement nor their waiver of any potential conflict created hereby will materially limit the ability of the Escrow Agent to perform hereunder.

14.5 Intellectual Property. The release of the Source Code to Client will not act as an assignment of any intellectual property rights that Paradigm or any third party possesses in the Source Code. The Source Code shall remain at all times the confidential and intellectual property of Paradigm. In the event that Escrow Agent releases the Source Code to the Client, Client shall be permitted to use the Source Code only to the extent of Client’s license pursuant to the Agreement.

14.6 Disputes. In the event of any disagreement between the parties resulting in adverse claims and demands being made in connection with or against the Source Code, Escrow Agent shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i)

by a court of competent jurisdiction (in proceedings which the Escrow Agent or any other party may initiate, it being understood and agreed by Client and Paradigm that Escrow Agent has authority (but not the obligation) to initiate such proceedings), or (ii)

by an arbitrator
in the event that Client and Paradigm mutually and jointly determine to submit the dispute to arbitration pursuant to the rules of the American Arbitration Association, and in so doing Escrow Agent shall not be or become liable to a party, or (iii)

by written settlement between Client and
Paradigm.

15. 14.7 Resignation. The Escrow Agent may resign by delivery of a thirty (30) day written notice to both Paradigm and the Client. The Escrow Agent will deliver the Source Code upon the OXCA_Agreement_2025 Page 8 of 37
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joint written direction of Paradigm if received within thirty (30) days of the date on the Escrow Agent’s notice of resignation. If no direction is received within the time period outlined, the Source Code will be delivered to Thomas M. Wagner & Associates, 323 Williams Street, Bel Air, MD 21014 to serve as acting trustee, until a new successor escrow agent is secured by Paradigm.MISCELLANEOUS.

15.1 Complete Understanding. This Agreement, including all of its Terms and Conditions and Addenda are the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter hereof. Client expressly acknowledges, agrees, and represents to Paradigm that there are no understandings or agreements with respect to the subject matter hereof other than as expressly set forth in this Agreement. Client agrees that no contrary terms and conditions of any subsequent Client purchase order, no course of dealing, trade custom or usage of trade, and no warranty made during the course of performance, will apply, unless expressly agreed to by Paradigm in writing. This Agreement cannot be modified except by writing signed by the duly authorized representatives of both parties.

15.2 Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and scope and shall be in writing and shall be deemed duly given or made if delivered in person or sent by U.S. certified mail, return receipt requested, postage prepaid, addressed to the party for which it is intended at the address set forth in this Agreement or at any other address specified by a party in writing.

15.3 Invalidity. In the event any provision hereof shall be deemed invalid or unenforceable by any court or governmental agency, such provision shall be deemed severed from this Agreement and replaced by a valid provision which approximates as closely as possible the intent of the parties. All remaining provisions shall be afforded full force and effect.

15.4 Effective Date. This Agreement shall become effective and shall be binding only upon acceptance by Paradigm at its offices in Cockeysville, Maryland. This Agreement shall be deemed to have been formed in the State of Maryland, U.S.A. and shall be governed by, subject to, and interpreted in accordance with, the laws of that State BUT WITHOUT APPLICATION

OF THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (Md. Code Ann., Comm. Law §§22-101 et seq.) or “MUCITA”. The parties consent to venue in Baltimore County, Maryland.

15.5 Non-Solicitation. During the term of this Agreement and for twelve (12) months after its termination, neither Paradigm nor Client may employ or solicit to employ persons employed by the other.

15.6 Force Majeure. Except as expressly provided to the contrary in this Agreement, the dates and times by which Client or Paradigm are required to render delivery or performance (but not to make payment) under this Agreement shall be automatically postponed to the extent, and for the period of time, that Client or Paradigm, as the case may be, is prevented from meeting such dates and times by reason of causes beyond its reasonable control.

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15.7 Inconsistency. Unless specified to the contrary in any addendum, exhibit, schedule, supplement or other attachment, in the event of any conflict or inconsistency between such items and the provisions of this Agreement, the provisions of this Agreement shall prevail and govern the interpretation thereof. No inference shall be drawn against, and no construction shall be adverse to, the party responsible for drafting or preparing this Agreement or any of its parts, or any addendum hereto, by virtue of such drafting or preparation.

15.8 Limitations. Any cause or action against Paradigm arising out of or in connection with this Agreement or any schedule or other agreement executed in connection herewith shall be instituted and served upon Paradigm not later than eighteen (18) months following the occurrence of or discovery of the first event giving rise thereto.

15.9 Independent Contractors. Nothing in this Agreement shall make Paradigm and Client partners, joint venturers or otherwise associated in or with the business of the other. Neither party shall be liable for any debts, accounts, obligations or other liabilities of the other or their agents or employees. Neither is authorized to incur debts or obligations on the part of the other except as specifically authorized in writing.

15.10 Counterparts. This Agreement may be executed in more than one counterparts, each of which shall be deemed an original and all of which shall constitute one in the same instrument.

Copies of this Agreement shall have the same force and effect as an original, and each of the Parties hereto expressly waives any right to assert that such copies fail to comply with the "Best Evidence" rule or any equivalent rule of law or evidence of any jurisdiction.

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ADDENDUM A
System Implementation

Paradigm Software, L.L.C. ® ("Paradigm"), by its acceptance of the Platinum Support Services and Licensing Agreement (the "Agreement"), agrees to sell, deliver and install, the hardware described in the Exhibits to this Addendum (the "Hardware") and to deliver and install the proprietary software described therein (the "Software"), and to grant to the Client a license to use the Software as set forth herein below. Client agrees to purchase the Hardware, accept the license for the Software, and accept services relating to installation, training, conversions, interfaces and other matters, all in accordance with the Exhibits to this Addendum and the Terms and Conditions to which it is attached.

1. CLIENT RESPONSIBILITIES. Client shall be responsible for timely site preparation including, but not limited to, adequate electrical power for computer operation, high-speed internet connection and installation of all cabling. Client shall make available qualified personnel to be trained by Paradigm in the use, operation, and management of the Hardware and Software, and shall provide and adequately manage the resources necessary to implement and operate the Hardware and Software, including without limitation completion of Paradigm start-up questionnaires, timely selection among options and parameters, and construction of data dictionaries. Client shall comply with laws, use proper audit controls and operating methods, adequately back-up data and programs, and establish and maintain security and accuracy of data.

2. TRAINING. Paradigm shall provide standard training in the use of the Hardware and Software according to Exhibit B and Exhibit C of this Addendum. Such training will be provided at a mutually agreeable location during installation. All travel, lodging and expenses related to the training shall be the responsibility of the Client and shall be invoiced to Client in accordance with the above provisions.

3. DELIVERY . Subject to the manufacturer’s schedule or other agreement of the parties, shipment of Hardware shall be made per the milestones provided herein. Exhibit B hereto shall specify who will install and set up the Hardware. Paradigm will install the Software on the Hardware prior to delivering it. The terms and conditions of sale and the warranties, if any, applicable to the Hardware or any other products not manufactured by Paradigm (including software) are as provided by the applicable third-party manufacturers and the warranty begins the date Paradigm receives the Hardware. Good and merchantable title and risk of loss in and to the Hardware shall pass to Client upon delivery of each respective Hardware item to the carrier at the manufacturer's or Paradigm's loading dock as appropriate. Client shall pay or reimburse Paradigm for all costs of Hardware, shipping, rigging, transportation, duties, taxes and insurance which shall be invoiced to Client in accordance with the above provisions. All Hardware returns must be in their original packaging and free of damage. The Client is responsible for paying any related shipping costs. A restocking fee will apply to all hardware returns.

4. SECURITY . Paradigm reserves a security interest, for the amount of all outstanding payments due to Paradigm hereunder, in each item of Hardware, and shall have all of the rights of a secured creditor under the Uniform Commercial Code with respect thereto. Such a security interest shall be retained and may be enforced by Software disablement until Client’s payment obligations for all Hardware and Software are fully discharged. Client hereby appoints Paradigm as its attorney-in-fact for the purpose of executing and filing financing statements to perfect its OXCA_Agreement_2025 Page 11 of 37
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security interest, and Paradigm shall, at the request of Client, execute a termination statement evidencing the discharge of such obligations in the event a financing statement is filed.

5. GRANT OF LICENSE. Upon acceptance of the Agreement and the acceptance of this Addendum A, Paradigm hereby grants to Client, and Client hereby accepts, a nonexclusive, nontransferable license to use, as herein provided, a single, executable copy an object code version of the Software and a single printed copy of Paradigm's current, standard user manuals and training materials ("Documentation"). Paradigm reserves all rights, privileges and interests not expressly granted to Client, who shall acquire no right, title, interest, or privilege with respect to the Software or the Documentation by implication.

6. TERM AND RENEWAL. The term of the license herein granted is five (5) years commencing with the date of acceptance of this Agreement by Paradigm, unless terminated earlier as provided herein (the “Term”). Upon termination of the license or earlier termination of this Agreement as provided for in the Agreement, the license granted to Client in Section 5 hereof shall immediately cease, and Client shall not use, run, implement, install, store, maintain, keep, monetize, or otherwise benefit from in any way nor have any right to the Software or Documentation. Client agrees that if a renewal Agreement is not in executed by the expiration date of this Agreement, Client shall cease using the Software and shall return to Paradigm, or, at Paradigm's option, destroy, the original and all copies of the Software, the Documentation and any other materials provided by Paradigm.

7. SCOPE. A single, executable copy of the object code version of the Software may be used by Client for testing purposes and for processing of data, but such data shall be strictly limited to data of Client created or used in the connection with Client. Neither the Software nor the Documentation may be used in any manner directly or indirectly related to or in connection with the operation or management of any other business including without limitation any timeshare, facilities management, data processing service or billing service. Client shall not modify or sublicense the Software or the Documentation. The Software may not be used with more than the number of terminals agreed to in this Agreement. Paradigm shall provide Client with a single, back-up copy of the Software which Client shall keep in a secure location reasonably approved by Paradigm in advance. Client shall place on all copies of the Software any notice, including, copyright notice, requested by Paradigm.

8. TITLE AND OWNERSHIP. Paradigm is and shall be the exclusive owner or sublicensor, as appropriate, of the Software, the Documentation and all associated materials provided to Client, all modifications, additions, derivatives and enhancements thereof, all copies thereof, and all rights, therein. All additions, modifications, derivatives, and enhancements to the Software shall be considered a part of the Software, and all additions, modifications, derivatives and enhancements to the Documentation shall be considered a part of the Documentation. Physical copies of Software and Documentation are provided by Paradigm on loan during the term of the license granted pursuant to this Agreement. Client shall keep the Software, the Documentation, and all copies thereof free and clear of all claims, liens and encumbrances, and any act of Client purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this Agreement. Client hereby assigns to Paradigm all of its right, title and interest in and to any changes, additions, derivatives and enhancements made to the Software, the Documentation or other materials provided by Paradigm, and shall execute all documents and instruments reasonably requested by Paradigm to effectuate such assignment. Client agrees that the Software, OXCA_Agreement_2025 Page 12 of 37
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Documentation and related materials, techniques and procedures furnished by Paradigm to Client hereunder embody exceptionally valuable trade secrets, and they are, and shall remain, the sole property of Paradigm or its supplier(s), as appropriate. Client shall not create or attempt to create, by decompilation, disassembly, reverse engineering or otherwise, the source programs for the Software, from the object programs or other information made available by Paradigm. Unless Paradigm agrees otherwise, Client shall not disclose, divulge, or communicate to any person (including contractors and consultants), except to Client's employees (but then only to the extent necessary for operation of the Software) the Software or Documentation.

9. INDEMNITY . Paradigm will, at its sole cost, defend against any claim that the Software infringes on a U.S. copyright, a U.S. patent issued as of the effective date of this Agreement, or a trade secret, provided that (i) Client immediately notifies Paradigm in writing of such claim or action; and (ii) Paradigm will have sole control of the defense and settlement of such claim or action. In defending against such claim or action, Paradigm may (i) consent, (ii) settle; (iii) procure for Client the right to continue using the Software; or (iv) modify or replace the Software so that it no longer infringes as long as the modification or replacement does not materially change the operational characteristics of the Software and the same functions and performance provided by the Software remain following such modification or replacement. If Paradigm concludes, in its sole judgment, that none of the foregoing options is reasonable, then (i) Paradigm will refund or credit to Client the license fee paid by Client under this Agreement, less a pro rata credit for each full or partial month of the first sixty (60) months following the effective date of this Agreement; (ii) Client will return the original and all whole or partial copies of the Software to Paradigm; and (iii) the license granted hereunder will terminate. Paradigm has no liability with respect to infringement arising out of the modifications of the Software or use of the Software in combination with other software or equipment not specified in the documentation accompanying the software or on a schedule hereto. This paragraph states the entire obligation of Paradigm regarding infringement of intellectual property rights and will survive the termination of this Agreement. Client shall indemnify, defend, and hold harmless Paradigm from and against any and all claims, suits or causes brought by persons not a party hereto arising out of or in any way connected with the use of or inability to use the Hardware or the Software.

10. LIMITED WARRANTY . Paradigm does not warrant that the Software or the Documentation is free of errors or defects or that it meets Client’s requirements. Paradigm warrants only that the Software will perform all functions substantially as described in the current edition of the Documentation for a warranty period of sixty (60) days from the date of Software delivery to Client’s site, when operated as recommended. Paradigm will design and deliver promptly amendments or alterations to Software reasonably necessary to remedy or avoid any programming error present at the time of Software delivery. Client shall allow Software access to Paradigm through dedicated remote communications for this purpose. The foregoing is Client’s sole and exclusive remedy, and Paradigm's sole and exclusive obligation, for breach of this limited warranty. This limited warranty is contingent upon Client’s written notice to Paradigm, received not later than five (5) days after the end of the sixty (60) day warranty period, setting forth with particularity the nature and circumstances of any alleged breach of warranty. Paradigm makes no warranty as to the Hardware or any products (including software) not manufactured by Paradigm.

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CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HA VE BEEN MADE BY

PARADIGM EXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDING PARAGRAPH. THIS LIMITED WARRANTY AND THE ASSOCIATED LIMITED REMEDY ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. PARADIGM

DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF

MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, NONINTEGRATION,

MERCHANTABILITY OF A COMPUTER PROGRAM, INFORMATIONAL CONTENT AND CLIENT’S PURPOSE AND SYSTEM INTEGRATION. PARADIGM MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE.

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EXHIBIT A
Scope of Work (Implementation Milestones)

General
This Exhibit A – Implementation Milestones (the “Milestones”) forms part of the Agreement between the Parties dated as of the Effective Date of the Agreement for the provision of Services, Software and Support. Any capitalized term not defined herein shall have the definition provided for in the Agreement. The provisions set out in the Agreement shall apply in the event of any inconsistency or conflict between the terms of these Milestones and any other part of the Agreement.

The parties each agree to designate a Project Manager from their respective organizations with adequate authority and full technical competence to deal with matters relating to the Products and Services to be provided under the Agreement in relation to hardware, software, and services for the delivery of WeighStation® CW6 (“WeighStation ® CW6”). The Project Managers will, on behalf of their respective parties and in accordance with the spirit of this Agreement, use all reasonable efforts to co-ordinate the timely supply, delivery, and performance of Software and Services as specified in the Agreement. The Project Manager for the Client and Paradigm will be set during the kickoff meeting. All Project Managers are authorized to deal with the day-to-day matters related to the delivery of the Software and Services directly related to their designated authority.

Paradigm’s Project Team under the direction of the Project Manager will be responsible for providing the Software and Services consistent with the Agreement including the Implementation Plan, with specific timelines, the Milestones and all Paradigm’s resource assignments for the Project. This Implementation Plan will be reviewed, modified, and accepted by both parties.

Paradigm’s Project Manager will be responsible for:
● Submitting the detailed Implementation Plan to the Client by an agreed upon date after the execution of the Agreement.
● Ensuring WeighStation® CW6 interfaces with scale regardless of make or model, provided scale has appropriate interface.
● One-time import of accounts, trucks and rates from current system to WeighStation® CW6 and historical transactional data if agreed to within the Agreement. ● Providing regular progress reports as the situation warrants and/or as the Client reasonably requests, including meeting/interviewing with Client Personnel throughout the Project as required.
● Meeting/Interviewing Client Personnel during the course of the Project as required; and providing overall direction, management and leadership for the Project. ● Attending status meetings either in person or via a designate (as determined by Paradigm) or through conference calls or such other means as may be mutually agreed upon. ● Working with the Client’s Project Manager to create as part of the Implementation Plan an issues management process to resolve any issues.
● Making required modifications to the Milestones in order to obtain necessary approval(s). ● Serving as Paradigm’s key contact for the Client.

The Client’s Project Manager will be responsible for:
● Ensuring the mutually agreed project management communication methodology is followed.

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● Serving as the key contact for Paradigm; coordinating status meetings either in person or via a designate (as determined by the Client) or through conference calls or such other means as may be mutually agreed upon; working with the Paradigm Project Manager to resolve any issues.
● Approving or disapproving the Paradigm Milestones hereunder in a timely manner. (Note:
excluding the performance of the Acceptance Testing and unless otherwise specified, any Client comments, rejection or approval will be given to Paradigm no later than ten (10) business days (or as otherwise agreed) after submission of a Milestone to the Client by Paradigm.
● Providing clarification and applicable instructions as requested by Paradigm throughout the Project.
● Monitoring Paradigm work progress and Milestones; and providing overall direction, management, and leadership for the Client Project team. ● Obtaining and providing information, data and decisions necessary for the Project, in accordance with the Implementation Plan or within ten (10) business days of Paradigm’s request (whichever is greater), unless the Project Managers from Paradigm and the Client mutually agree to an extended response time.
● Obtaining approval and/or authorizing any agreed-to changes to the scope of the Project, Milestones and/or timelines in the Implementation Plan. ● Using his/her best efforts to obtain signoff and approval from the Client, within ten (10) business days, or as mutually agreed to by the parties acting reasonably, for each Deliverable. ● Forwarding any required Notice of Acceptance to the Paradigm Project Manager, as appropriate.

The Services will be performed at Paradigm’s/Client’s facilities as needed during the Project provided that should Paradigm request resources from the Client, such request must be reviewed and approved by the Client Project Manager. The Client will determine if facilities and appropriate resources will be made available as may be requested from time to time by Paradigm.

The Client will make every effort to provide a site suitable to support the necessary Paradigm Personnel for the duration of the Project with telephone and network access.

The Client will make available to Paradigm the necessary Client Personnel as required from time to time during the Project and as identified in the approved Implementation Plan.

Functional Areas of Responsibility
The functional areas of responsibility for the Project organization are as follows:
● Client’s Project Manager: The Client’s Project Manager(s) will be the focal point of decision-making and communications between Paradigm and the Client. ● Client’s Project Team: Under the direction of the Client Project Manager, will perform the tasks described in these Implementation Milestones and the Agreement. ● Paradigm’s Project Manager: The Paradigm’s Project Manager is responsible for the Milestones and will ensure overall Client satisfaction for the Project. ● Paradigm Consultant(s)/Architect(s)/Specialist(s): Under the direction of the Paradigm Project Manager, will perform the tasks described in these Implementation Milestones and the Agreement.

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Project Team Members
The Client and Paradigm will provide the necessary Personnel or designate as may be required from time to time to complete the Project.

Objectives
● The Objectives for the Project are for Paradigm to implement a fully integrated scale house software solution. This includes the conversion and migration of existing account data from current vendor and truck weighing data from scale, installation, and configuration of the new solution, as well as testing and training to ensure that the new integrated solution, meets the requirements as may be further defined in the Agreement and these Implementation Milestones. ● WeighStation® CW6 must include the ability to do the following:
● Must integrate with a Payment Card Industry (PCI) compliant solution for credit card processing.
● Collect the required information on all loads entering and leaving the Client’s facility. ● Collect and maintain the required customer/hauler information needed for billing including detailed truck information as needed for tracking.
● Track all material and tonnages disposed of by paying customers, residents, contractors, and charities.
● Collect and manage information on loads, tonnages, and balances by material type. ● Calculate the appropriate charges for loads entering and leaving the sites. ● Provide fraud controls and audit functions.
● Track account balances for customers (if using the Accounts Receivable and Aging Module). ● Collect account information to support the following accounts types and activities:
o Cash
o Charge accounts
o Check
o Invoicing
o Process payments
o Credit Cards (if WeighPay has been purchased)
● Provide Reporting capabilities including:
o Operational reporting
o Management reporting
● Retrieve information to plan new programs and improve productivity in facility operations. ● Implement the requirements identified in the Agreements. ● Ad-hoc reporting.
● Other functional requirements as specified in the Agreement.

1. Milestone 1 – Knowledge Transfer from Business Development (BD) to Implementation ● Meeting with BD to obtain information during the sales/agreement phase. ● Review the Agreement and set the following in Client record:
o Set Version Number
o Set Site, Licensing and Module information
o Set WeighPay information
● Add any Milestone entries for specific modules, feature enhancements or interfaces which need to be documented and installed during the implementation.

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● Schedule and perform kickoff meeting.
● Provide Client with incident spreadsheet outlining these Milestones. ● Provide blank Facility Survey for Client to complete. ● Introduce Client to our website to track incidents.
● Provide Client with current hardware/software requirements PDF. ● Discuss and confirm hardware to be provided by Paradigm to Client.

Paradigm will be responsible to:
● Initiate a kick-off meeting which will include a site survey with the Client Project Team to review and confirm the Client requirements. This will include confirmation and verification of the hardware the Client will need to acquire (if any) to deploy the Software within the Client’s environment.
● Leverage the existing Client infrastructure in place and be able to integrate with the existing environment as described. This includes providing the Client with general requirements for electrical and communication connections for each equipment location included in the project.
● Provide a Testing Plan for the testing of WeighStation® CW6 in the Client’s environment, including a list of Client staff positions that should be involved in the testing which will also be provided to the Client Project Manager for acceptance; however, notwithstanding, the Client shall determine the final Test Plan and Acceptance criteria to be used for Acceptance Testing
● Determine the dates for which the requirements identified as “Feature Enhancements”, and which were priced in the Agreement will be available based upon mutual agreement. ● Establish the work efforts and the resources necessary for the Project. ● Develop a detailed Implementation Plan subsequent to assessing the technical requirements and describe all activities and Milestones over the duration of the Project and include specific activities, schedules, resources, and Milestones for the implementation (the “Implementation Plan”). This Implementation Plan will be delivered within ten (10) business days of the execution of the Agreement.
● Provide a detailed role-based Training Plan for the Client’s users of WeighStation ® CW6 and Client’s staff assigned to support the application; the Training Plan will be delivered to the Client Project Manager for acceptance.
● Purchase and configure all hardware provided by Paradigm as listed on Exhibit B in this Agreement.

Client will be responsible to:
● Provide Paradigm with a copy of the database from the current system for conversion requirements (if applicable).
● Provide Paradigm with the appropriate technical resources and information to be used to create the Client’s database.
● Review, comment and if acceptable, approve the hardware specifications. ● Ensure that Paradigm has access to the minimum starting configuration of software and hardware as agreed upon and confirmed by the Client for installing and configuring WeighStation® CW6.
● Review, comment on and if acceptable, approve the Training Plan. Develop a detailed Testing Plan that will be used for Acceptance Testing.
● Provide Notice of Acceptance with respect to the approved Milestones.

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3. Milestone 3 – Order Hardware
● Client to order any hardware as necessary to support WeighStation® CW6. Paradigm to provide Minimum/Recommended System Requirements.
● Create a checklist to ensure all hardware, cables, adapters, etc. are ordered/included.

4. Milestone 4 – Programmer to Search for CustCode Specific Feature Enhancements ● Paradigm task to assign programmer to search CW5 code for Client specific programming/comments.
● Create additional incidents if feature enhancements are necessary.

5. Milestone 5 – Facility Survey Review
● Paradigm and Client to review completed survey.

6. Milestone 6 – Vision Diagram/Documentation
● Client to provide images/pictures of facility(ies).
o Scale house
o Scale lanes
o Site
● Paradigm will create Visio diagram of the following:
o Title page
o Device legend
o Overhead satellite view
o Building layout
o Hardware diagram
o System architecture
o Birds-eye view
o PDM
o Unattended

7. Milestone 7 – Collect Data
● Client to provide current CW5 database and INI files from Office and all remote sites. o OF2 files will help determine office settings.
o WS2 files will help determine scale settings.
o Dev files will help determine existing hardware in use.

8. Milestone 8 – Create Version 6 Database and Folder Structure ● Paradigm will use DBUpdate6 to create WeighStation® CW6 Database and Folder Structure. ● Client to inform Paradigm on which version of SQL will be used.

9. Milestone 9 – Review Conversion INI Tool and INI Files ● Paradigm will run the tool to copy office INI files to C:\PD30\INI, run tool, save as excel file, and then run tool again for each additional site’s INI files. ● Paradigm to review any device INI files to search for existing hardware. ● Paradigm to run record count script to review tables to make sure there are no custom/odd/less frequently used tables being used.
● Paradigm Implementation Specialist will closely examine the table limiting by site settings. ● Paradigm to review the [SiteCode] column in the rates table in conjunction with these settings.

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● Paradigm will make sure WeighStation® CW6 is configured properly to match the actual behavior of CW5.
● Relevant CW5 INI settings:
o WS2
o [Main]
o PTRange
o VTRange
o OTRange
o MaterialRange
o DTRange
o ET1Range
o ET2Range
o ET3Range

10. Milestone 10 – Initial Data Load of Setup Tables – Partial Historical Data Conversion ● Paradigm to use DBUpdate6 to convert all setup tables and approximately 1 year (most recent) of historical transactions.
o Prior to running conversion program, use DBUpdate6 to update the new blank database to the latest WeighStation® CW6 structure and run DBUpdate in CW5 to upgrade the old database to the most recent CW5 structure.
● Discuss with Client the plan if setup data will be loaded again in the future. At some point, Client will likely have to add accounts/setup information in current and WeighStation® CW6 prior to Go-Live if substantial configuration within WeighStation® CW6 has taken place that we can’t overwrite.

Paradigm will be responsible to:
● Provide the full system Implementation Plan with timelines and Milestones. ● Create conversion scripts or routines from sample data provided by the Client. ● Review with the Client and rectify sample data script conversion errors until Client Acceptance of the converted data.
● Perform data conversion(s) as needed and load onto the target platform. ● Install WeighStation® CW6 at the Client facility in accordance with the full system Implementation Plan.
● Install and configure the hardware on the required lanes.

Client will be responsible to:
● Provide sample data as required.
● Review the data mapping document, if such document is necessary. ● After the data conversion, review and assist in determining cause of data errors after the scripts are run and assist Paradigm in correcting the errors. ● Agree to a data freeze in accordance with the mutually agreed upon Cutover Plan and subsequent to that freeze enter data into the system using the Paradigm application once WeighStation® CW6 is accepted.
● Make sure Client Personnel, space and other resources are available for Scale House Software Solution deployment to all Client Sites.
● Make sure all wiring, electrical, cabling, conduit, bollards, etc. are in place for installation of the hardware.

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● Review Scale House Software Solution Documentation.

11. Milestone 11 – Test Environment Milestone
● Paradigm and Client will create a Test Environment for Pre and Post Go-Live Support, Training and Testing.
● Benefits of Having a Test Environment:
o Allows the Client to test any update provided by Paradigm resulting from a new program feature, enhancement, and/or bug fix in a controlled, isolated environment without jeopardizing the production environment. The Client can use the Transaction Scenario Guide as a test script to review their various scenarios at their own pace to ensure the software is operating as expected.
o Allows Client’s new employees to practice with the software during any orientation phase of their employment to provide the ability to learn how to use the system in a controlled environment.
o Allows Client’s existing employees to test any of the thousands of software setting switches within the system to see desired behavior from the point of initial data capture, through reporting, and eventually posting to a test financial system. These processes can be tested as often as required to ensure all is working as expected.

Paradigm will be responsible to:

Prior to performing the Final Acceptance Testing of the whole Scale House Software Solution, preliminary acceptance testing in the Client Test Environment will be completed by the Client (with assistance provided by Paradigm) as proof of concept. The acceptance of the Test Environment will be based on the following criteria:
● Deliver and install software and hardware for the Client. ● Successful acceptance test of all required and proposed functions. ● Successful demonstration that the Solution’s performance and capacity meets the Client’s requirements, and in accordance with Paradigm’s documentation. ● Preliminary training of users. The testing period will include:
o Collect the required information on all loads entering and leaving the Client’s facility. ● Correction of all errors or failures in hardware, software, configuration, feature enhancements, interfaces, or conversion.
● Modifications to required Documentation.

Client will be responsible to:
● Review and approve the draft acceptance test proof of concept document. ● Execute, review, and approve acceptance test results. ● Provide a Notice of Acceptance with respect to the approved Milestones.

12. Milestone 12 – Production Environment Milestone
● Paradigm and Client will create a Production Environment for both the office and various site servers/workstations that will be using the software.

13. Milestone 13 – Transaction Scenario Guide and Documentation ● Paradigm and Client will create and supply a Transaction Scenario Guide with detailed scenarios for testing and training.
● Paradigm will create reports from CW5 database to analyze most common transactions for past 12 – 18 months.

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● The guide is critical for Client user acceptance testing, training for Go-Live, training for future employees, and test script for future updates.
● Paradigm will supply Client with electronic CW and WS Training guides and manuals.

Paradigm will be responsible to:
● Review and identify out of the box and customizable functionalities. ● Document integration point(s) and interface(s) requirements. ● Review the sample data provided by the Client and develop data conversion plan for data migration.
● Prepare a draft acceptance test plan for the Client’s review and consideration. ● Install WeighStation® CW6 on the Client’s Test Environment. ● Configure and customize the WeighStation® CW6 to meet the requirements of the Agreement.
● Test WeighStation® CW6 on the Client’s Test Environment. ● Assist the Client in conducting its preliminary acceptance test. ● Make any corrections as identified during the preliminary acceptance test until all errors are fixed.

Client will be responsible to:
● Provide Paradigm with details surrounding any customizable functionalities. ● Review of the Paradigm recommended preliminary acceptance test plan and development of the Client’s preliminary acceptance test plan.
● Review and approve the data migration plan.
● Provide a Notice of Acceptance with respect to the approved Milestones.

14. Milestone 14 – Programmer Liaison Meeting
● Paradigm to assign Programmer Liaison if necessary.
o Implementation Specialist will do a short presentation to the programmer to discuss any open programming issues or concerns and in conjunction with the Implementation Manager.

15. Milestone 15 – Remote Training
● Paradigm to provide Client with any remote training as identified in the Agreement. o Train on adhoc reporting and to recreate Client reports prior to going onsite. o Run through WeighStation® CW6 Training with Key personnel to ensure on-site training goes smoothly and all scenarios are covered.

16. Milestone 16 – Configure Hardware
● Paradigm and Client to test and configuration of hardware provided in the Agreement. ● Paradigm and Client to test and configuration of hardware (such as printers, scales, etc.).

17. Milestone 17 – Paradigm Data Messaging “PDM” Configuration (if purchased) ● Paradigm to successfully install and test PDM prior to on-site arrival.

18. Milestone 18 – Ticket Setup and Review
● Client to provide Paradigm with desired ticket layouts. ● Paradigm to create desired ticket layouts.

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● Client to confirm/approve ticket layouts.

19. Milestone 19 – Email Configuration
● Client to provide Paradigm with Email credentials and mail relay information. ● Paradigm will configure Email within the software.
● Client will test Email configuration.

20. Milestone 20 – WeighPay Configuration (if purchased) ● Paradigm and Client to discuss and review processes to determine how they process currently and how they want to process in the future based on the Agreement. ● Hardware – Paradigm and Client to confirm any hardware that is to be provided by bank/middleware and verify cabling requirements.
o If the devices are network devices, ensure site has enough ports on switch and wall jacks/cabling requirements, as necessary.
● Paradigm to document Middleware/Gateway, and Processor. ● Client to provide responses to the following questions (additional questions may be necessary):
o Does Client do pre-authorizations?
o Does Client use Store and Forward?
o Does Client require signatures?
o Does Client let operators perform voids/refunds?

21. Milestone 21 – Custom Report Review
● Client to provide reports that are to be created within WeighStation® CW6. ● Paradigm to determine if reports can be created in Ad-hoc or if Custom Reports must be created (Custom Reports may incur an additional cost if not included in the Agreement). ● Paradigm and Client will discuss any custom reports needed either from upgrade from CW5 or if they were specified and agreed to in this Agreement.
● Paradigm to ensure canned crystal reports are copied over in the interim until latest reports are included with install.

22. Milestone 22 – Ad-hoc Report Conversion/Creation
● Client to provide reports that are to be created within WeighStation® CW6. ● Paradigm to train Client on the creation of Ad-hoc Reports.

23. Milestone 23 – Batch Report Creation
● Client to provide Paradigm reports that are to be included in Batch (Scheduled) Reports.

24. Milestone 24 – AR and Aging/Posting
● If Posting to a third-party accounting package:
o Client will provide export file requirements.
o Paradigm will develop custom export to third-party accounting package per requirements. ● If using Paradigm’s AR and Aging:
o Client will provide Invoice and Statement layouts.
o Client will provide any reports (credit memo, debit memo, payment, aging, etc.).

25. Milestone 25 – Book Travel
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● Paradigm Tech to meet with Implementation Manager to verify and confirm substantial completion of required Milestones.
● Transaction Scenario Document must be completed and reviewed thoroughly with Client and a majority of the Milestones should be fully completed.
● Schedule and confirm on-site installation dates with Client. ● Paradigm to book travel arrangements at minimum two (2) weeks prior to on-site days.

26. Milestone 26 – Installation Work Plan
● Paradigm to present Client with the specific schedule of the events that will occur while on-site. ● Client to approve installation work plan.

27. Milestone 27 – Database Maintenance Task
● Paradigm to configure and setup the Universal Service and scheduling PDTask6 to perform routinely scheduled maintenance and backups of the database. ● If Client’s DBA schedules their own backups, Paradigm will work with DBA to ensure proper files are included.

28. Milestone 28 – Go-Live Prep – Purge Test Data and Final Steps Prior to Go-Live ● Paradigm will review various tables and schemas that may need to be purged before Go-Live, as well as final steps/procedures to prepare for Go-Live.
● Paradigm to perform file backup.
● Depending on the Client’s configuration, data may need to be reloaded after final test data purge. ● Examples of potential Tables that certain months or all data would need to be purged prior to Go-Live:
o InsFunds tables (Purge and Reload)
o Z Out (Purge and Reload)
o Trans table for the testing period
o Hold Table (Hold.Trans)
o Actg Batch table (If Using AR and Aging)
o A2_Payment table (If using AR and Aging)
o Offense Table (if using offenses)
o CustomFreeUnits Trans (If Using Custom Free Units)
o Purge History Schema (Use DBUpdate)
o Purge Audit Logs (Use DBUpdate)
o Reset Sequence Numbers
o To prevent issues of the office editing recent tickets after Go-Live that may not exist at a site’s database, it is recommended to load 3 months of transactions prior to Go-Live. (Please note that if there are multiple sites/instances of the software/database, these steps will need to occur for each instance.)

29. Milestone 29 – Go-Live
● Paradigm and Client will participate in this Milestone to cutover from the current solution to WeighStation® CW6.

30. Milestone 30 – Final Historical Transaction Data Conversion ● Paradigm may need to reload most recent transactions up to Go-Live. ● Paradigm will convert any additional historical transaction data as required per the Agreement.

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● Setup tables should not be reloaded after Go-Live.

31. Milestone 31 – Post Installation Checklist
● Paradigm will review Post Installation Checklist to ensure all items have been completed. ● Paradigm will provide the Final Installation Note document to the Client to assist with understanding the transition from the Implementation Division to the Support and Services Division.

32. Milestone 32 – Knowledge Transfer from Implementation to Support and Services After a full billing has occurred, the Implementation Specialist will present the details of the project to the Support and Services Division.
● Present the installation to the Support and Services Division. Show Visio, Transaction Scenario Guide, Photos, etc. and discuss overview of the installation. ● Review any special modules or feature enhancements that were needed, as well as WeighPay and Posting Details.
● Discuss VPN tab to ensure techs know how to connect for support. ● Also discuss any open incidents (if applicable).
● All prerequisite Milestones must be closed prior to requesting the transfer.

33. Milestone 33 – Implementation Manager Post Go-Live Follow-Up ● Paradigm’s Implementation Manager will schedule a call with the Client’s primary contact to discuss the implementation. The purpose of this call is to provide a Quality Assurance check on how the implementation proceeded from start to finish. We will be ensuring our staff has met the expectations of the Client and if there are any open items that need to be address.

34. Milestone 34 – Introduction to the Support and Services Manager ● Schedule call with Support and Services Manager, Lead Implementation Specialist and Client’s Primary Contact to introduce the Support and Services Manager and detail the support process to the Client to ensure Client is contacting support for support related issues going forward.

35. Milestone 35 – Business Development Follow-Up
● Task for Business Development to contact Client’s Primary Contact to perform a Quality Assurance assessment of the entire process from Start to Finish.

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EXHIBIT B
Purchase Price Schedule

Qty UM Description Unit Price Extended
Price
1 FF Upgrade to CW6 - Includes all currently owned
licenses, modules and customizations - does not
include the re-creation of reports. CW6 was
completely re-written from the ground up and
contains many improvements in workflow and
functionality. As this is a completely new version, it is the client’s responsibility to test all aspects of the
system as it pertains to the customer's business.

Paradigm does not warrant that all base functionality
in CW5 will be in CW6, nor do we warrant that every
aspect of the system will work in the new version
exactly as it did in CW5.
$27,550.00 $27,550.00
2 LN WeighStation® Program License - Recycling/Buy
Back Facility and Kiosk Lane
$5,775.00 $11,550.00
1 LN Unattended Module - Right and Left - Includes device server management
$2,575.00 $2,575.00
1 FF Alerts / Rules Module $2,625.00 $2,625.00
1 FF Insufficient Funds/Split Payments Module $1,575.00 $1,575.00 1 FF Paradigm Distributed Messaging Module (1-5 lanes) $2,625.00 $2,625.00 2 LN Video/Picture Module - Hardware not included $1,575.00 $3,150.00 1 FF Export to Third Party Accounting Package (GL only) - Base amount for GL only export to third party
accounting. Changes to specifications or
requirements may change this fee.
$2,000.00 $2,000.00
1 FF Web Reporting and Payment Module - This is a
Paradigm hosted solution. Hosting fees will be
invoiced monthly based on prior months usage.

Client must enter into an agreement with the
Paradigm ACH and/or credit card provider. This
module requires the Accounts Receivable and Aging
Module.
$19,995.00 $19,995.00
1 FF Software Discount ($7,750.00
)
($7,750.00)
4 EA Camera (Dome) P3267-LV - P3267-LV 5MP Network
Dome Camera with Night Vision & 3-8mm Lens
$934.20 $3,736.80
2 EA Kiosk - Stainless Steel - 30x24x12 - NOTE: Client
will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise
noted in this quote. Paradigm will configure the
hardware to work with the software.
$8,011.98 $16,023.96
2 EA Touch Screen Monitor - Abraxsys (15 inch) - 15”
High-Bright, Stainless Steel Bezel, XGA resolution,
$3,084.75 $6,169.50
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Hardened Armored Resistive Touch, VGA/DP/DVI
w/ Locking DVI-to-HDMI cable, AC Power (fixed)
2 EA Video Extender HDMI 4K (up to 300 ft) - includes
HDMI cable for kiosk
$533.00 $1,066.00
3 EA Proximity Card Reader - One affixed to each kiosk.

One for office use.
$425.00 $1,275.00
2 EA Kiosk Thermal Receipt Printer $850.00 $1,700.00
2 EA Case Kiosk Thermal Receipt Paper (8 Rolls) $172.27 $344.54 1 EA Intercom Master (IP) - This is the Master Station and Transformer. Client must provide POE switch.
$1,870.64 1,870.64
2 EA Intercom Sub-Station with Horn (IP) - This is the
remote Sub-Station and Horn. Client must provide
POE switch.
$1,253.19 $2,506.38
100 EA Proximity Card $5.00 $500.00
3 EA 4-port Extended Temperature Serial Server (Perle) $1,246.05 $3,738.15 3 DY On-Site Install/Training – Implementation - Two
Specialists - During normal Paradigm business hours -
hours exceeding 8 per day or after business hours
work will be invoiced at time and a half / hour /
specialist - Client will be invoiced for time used.
$8,166.66 $24,499.98
40 HR Remote Install/Training – Implementation - During normal PSLLC business hours - hours exceeding 8
per day or after business hours work will be invoiced
at time and a half / hour / specialist - customer will be invoiced for time used.
$225.00 $9,000.00
1 FF Taxes 9.25% Of Non-Service Line Items** $9,696.40 $9,696.40 Licensing, Feature Enhancements, and Implementation Total: $148,022.35

**The Client is solely responsible for remitting any applicable taxes to the appropriate taxing authorities. Paradigm will not invoice, collect, or remit such taxes on the Client’s behalf.

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EXHIBIT C
Licensing, Feature Enhancements, and Implementation Payment Schedule

Percentage Due: Amount Due:
100% - Hardware Due Upon Contract Acceptance Prior to Installation $38,930.97 40% - Due Upon Contract Execution $39,757.99
30% - Due Upon Receipt of Baseline Software $29,818.49 25% - Due Upon Go-Live $24,848.75
5% - Due 30 Days After Go-Live $4,969.75
$138,325.95*

Annual Platinum Support Services and Service Fees Payment Schedule

Percentage Due: Amount Due:
10/01/2025-09/30/2026
Annual Platinum Support – Includes Semi-Annual Software Updates $40,911.42 WeighPay Service Fee (Transaction Tier <5,000 transactions per month) $8,700.00 Hardware Inventory Warranty Service – Exhibit D $8,500.00 Web Hosting Fee $9,000.00
$67,111.42*

10/01/2026-09/30/2027
Annual Platinum Support – Includes Semi-Annual Software Updates $42,138.76 WeighPay Service Fee (Transaction Tier <5,000 transactions per month)** $8,961.00 Hardware Inventory Warranty Service – Exhibit D $8,755.00 Web Hosting Fee $9,270.00
$69,124.76*

10/01/2027-09/30/2028
Annual Platinum Support – Includes Semi-Annual Software Updates $43,402.93 WeighPay Service Fee (Transaction Tier <5,000 transactions per month)** $9,229.83 Hardware Inventory Warranty Service – Exhibit D $9,017.65 Web Hosting Fee $9,548.10
$71,198.51*

10/01/2028-09/30/2029
Annual Platinum Support – Includes Semi-Annual Software Updates $44,705.01 WeighPay Service Fee (Transaction Tier <5,000 transactions per month)** $9,506.72 Hardware Inventory Warranty Service – Exhibit D $9,288.18 Web Hosting Fee $9,834.54
$73,334.45*

10/01/2029-09/30/2030
Annual Platinum Support – Includes Semi-Annual Software Updates $46,046.16 WeighPay Service Fee (Transaction Tier <5,000 transactions per month)** $9,791.93 Hardware Inventory Warranty Service – Exhibit D $9,566.82 Web Hosting Fee $10,129.58
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Estimated Grand Total
$75,534.49*

$504,325.98*

**Client’s WeighPay Service Fee may be adjusted based on actual transaction per month

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EXHIBIT D
Hardware Inventory Warranty Schedule
Qty Description
1 Hardware Inventory Warranty Service - Paradigm shall provide remote assistance in the support, repair, and replacement of Hardware listed in this quote, including any other hardware components required for system operations (i.e. power supplies).

Support will be provided using the Client’s assistance and remote computer connection to diagnose and repair the determined problems or issues. The Client will be responsible for the installation of any failed hardware. Failed Hardware will be repaired/replaced at the discretion of Paradigm after evaluation of the failed Hardware. Paradigm shall not be responsible for any misuse, neglect, or abuse of, tampering with, force majeure, or vandalism of any Hardware and the Client will be invoiced for the repair/replacement of such Hardware.

The
Client shall maintain a local inventory of Paradigm owned (paid for by Paradigm) replacement Hardware (at the Client’s location of choice) to expedite service and minimize downtime in the event of a Hardware failure. Paradigm will provide replacement Hardware for local inventory upon receipt and evaluation of the failed Hardware. The Client will be responsible for any associated freight charges with returning Hardware for repair, replacement and/or evaluation.

Paradigm will provide alternative Hardware as needed which provides the same functionality and specifications of the failed Hardware in certain circumstances based on the availability of Hardware at the time requested. Paradigm will acquire and own the Client inventory listed in this quote. Client will maintain a local inventory of one (1) each of the items listed below.

T
ouch Screen Monitor - Abraxsys (15 inch)
Proximity Card Reader
Kiosk Thermal Receipt Printer
Intercom Master (IP)
Intercom Sub-Station with Horn (IP)
Signature Capture Device (Wireless) - Tablet
4-port Extended Temperature Serial Server (Perle)
Indoor Thermal Receipt Printer (Serial+USB+Ethernet)
*Exclusive of any applicable taxes.

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ADDENDUM B
Service Levels

1. Definitions

In this Addendum B, the words set out below will have the following meanings:
• “Business Day” shall refer to 7:00 a.m.to 7:00 p.m. (Eastern Time) Monday, Tuesday, Wednesday, Thursday, and Friday, except for statutory holidays. • “Custom Hardware” means all hardware assembled or manufactured to meet Client specifications and supplied to the Client by Paradigm pursuant to the Agreement to which this Addendum B is attached.
• “Incident” means any Client query, defect, problem or error regarding the Software, Hardware, or Custom Hardware that the Client purchased or leased from Paradigm. • “Hardware” means all hardware supplied to the Client by Paradigm pursuant to the Agreement to which this Addendum B is attached.
• “Software” means all software supplied to the Client by Paradigm pursuant to the Agreement to which this Addendum B is attached.
• “Statutory Holidays” – the following days are the statutory holidays that Paradigm's Offices are closed. If any changes, Paradigm will provide a holiday schedule for the upcoming calendar year by November 30th of the preceding year each year during the Term:
▪ New Year’s Day – January 1 st if it falls on a weekday, else the Monday following.
▪ Good Friday – Friday before Easter Sunday.
▪ Memorial Day – The last Monday in May.
▪ Independence Day – July 4 th if it falls on a weekday, else the Monday following.
▪ Labor Day – The first Monday in September.
▪ Thanksgiving – The fourth Thursday in November.
▪ Christmas Day – December 25 th if it falls on a weekday, else the Monday following Christmas Day.

2. Statement of Intent

The aim of the Service Level Requirements is to provide a basis for close co-operation between Paradigm and the Client for support services to be provided by Paradigm to the Client, thereby ensuring a timely and efficient resolution to any Incidents encountered by the Client in the use of Software.

3. Objectives of Service Level Requirements

The Client and Paradigm acknowledge and agree that the purpose of this Addendum B is:
• To create an environment of co-operative relationship between Paradigm and the Client to OXCA_Agreement_2025 Page 31 of 37
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ensure effective support for the Client’s end users.
• To document the responsibilities of the Client and Paradigm with respect to the Service Level Requirements.
• To ensure that the Client achieves the provision of high quality of service for its end users with the full support of Paradigm.
• To define the services to be provided by Paradigm and the level of service which can be expected by the Client.
• To detail the information Paradigm requires from the Client in order for Paradigm to begin its investigations of an Incident.
• To provide a common understanding of service requirements/capabilities.

4. Service Types

The success of the Service Level Requirements depends fundamentally on the ability of the Client and Paradigm to communicate credible and reliable information.

First, the Client and Paradigm acknowledge and agree that it is important that there be a clear chain of communication between Paradigm and the Client.

Second, the Client and Paradigm acknowledge and agree that it is important that there be a clear matrix of responsibility between the Parties. The various service types are listed and described in this Section 4. The service types “Type 5” and “Type 6” are exclusive to Paradigm; in some instances, Clients/Partners may support Types 1-4 in part or in whole.

During the provision of Platinum Support Services, Paradigm is required to comply with the Client’s protocols for remote access and software change control.

4.1 Type 1 – Help Desk and Basic Configuration Support
• Respond to phone / mail / electronic communications
• Provide end users with how-to guidance
• Provide Administrative users with help on basic configuration • Account setup configuration for Haulers and Jobs
• Inform Client of closure of Type 1 ticket
• Escalation / dispatch to Type 2 or Type 3

4.2 Type 2 – Hardware Support
• Initial Hardware configuration
• Initial Server Environment set-up
• Diagnostic assistance
• Troubleshooting devices and network
• Repair and supply of custom hardware (provided by Paradigm per manufacturer’s warranty)
• Inform Client of closure of Type 2 ticket
• Escalation / dispatch to Type 2 or Type 3

4.3 Type 3 – Advanced Support
• Advanced configuration settings
• Diagnostics of Incidents
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• Problem replication
• Third-Party software integrations (provided by Paradigm) • Inform Client of closure of Type 3 ticket
• Escalation / dispatch to Type 5

4.4 Type 4 – Updates and Installations
• Provide Updates to Client for installation in Test Environment • Provide Updates to Client for installation in Production Environment

4.5 Type 5 – Product Development
• New features within Version or fixes requiring code changes • Interfaces to other systems
• Feature enhancements

4.6 Type 6 – Review and Refresh (Billable)
• Multi-day session on topics to be agreed with Client; may be on-site or remote • Review application configuration and hardware deployment • Demonstration of new features or options
• Deliver training sessions as requested by Client
• Advise on Best Practices

5. Service Level Requirements

5.1 Incident Severity Ranking
Severities for all Incidents in which the Software is not operating as described in the Agreement, will be jointly classified by the Client and Paradigm under one of the following three classifications and according to their “severity ranking” impact on core areas of the Software function listed in the table below:
(1) Displaying information to Operators
(2) Capturing information from site peripherals
(3) Acquiring / Storing information from the Software
Severity
Ranking
Identification Description
1 Emergency Complete stop or major breach of the Software or Hardware ceases Client operations for one or more users at a critical period. (Example: unable to process transactions, major failure, server shutdown, unable to start the application on multiple computers, a hardware failure that affects all operations, etc.). 2 High Major problem that disrupts operations during working hours. A work around may be available to assist the Client until the problem is resolved. Note: Issuing transaction tickets manually is not an acceptable work around; such a situation would be considered an incident with a severity ranking of “Emergency”. (Example: Application problem affecting multiple staff or core work processes, such as transaction processing, collecting charges for account customers or rate calculations).

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3 Medium Problem that impacts operations and requires resolution and has an acceptable workaround for the short term. (Example:

A limited problem affecting only a few staff or minor work process but where a work around exists, such as rate settings for statutory holidays or administrative reporting).
4 Low Minor problem or request for information from users. (Example: Configuration settings, requests for information purposes only, etc.).
5 Wish List Suggestions for improvement, ideas or input from Clients that would be considered for future updates or upgrades to the application.

5.2 Response and Resolution Times
Severity
Ranking
Response time Corrective Plan Required Outcome
1 Emergency
Respond immediately
to the Client or
contact in the
immediate hour of
receiving the incident
notification
Diagnose problem and
establish plan to correct
failure within two (2)
hours
Return to operation within
four hours
2 High
Respond immediately
to the Client or
contact within one
hour of receiving the
incident notification
Diagnose problem and
establish plan to correct
failure within two (2)
hours
Return to operation within
one (1) business day, or as
agreed to by the Contractor
and Client representative
3 Medium
Respond immediately
to the Client or
contact within two
business hours of
receiving the incident
notification
Establish plan to correct
failure within
twenty-four (24) hours
Return to normal operation
within two (2) business
days including weekends or
as agreed to by the
Contractor and Client
representative
4 Low
Respond immediately
to the Client or
contact within one
business day of
receiving the incident
notification
Establish plan to correct
failure within
forty-eight (48) hours
Return to normal operation
within five (5) business
days or as agreed to by the
Contractor and Client
representative
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5.3 Response Times Not Met – Required Actions

To the extent of the above-mentioned table, if an Incident is not fixed within the time periods specified in the “Required Outcomes” column of the table in Section 5.2 of this Addendum B and/or would have a noticeable and negative effect on the Client’s operations, the Client can escalate and address the problematic situation with the management team of Paradigm to agree on a plan of corrective actions. As part of Paradigm’s Service Level Monitoring, all incidents with a Severity Ranking of 1, 2, or 3 will automatically be escalated by Paradigm to the designated Paradigm and Client management contacts.

Response Time Exceeded Client will contact Support and Services Manager to expedite response

Corrective Plan Time Exceeded Client will request Support and Services Manager to support problem diagnosis

6. Paradigm Support and Services Hours of Service

Emergency Severity Incidents – Paradigm offers telephone coverage 24x7x365 for incidents with critical impact on operations, i.e. those with “Emergency” severity ranking as defined by the table in Section 5.1 of Addendum B, with response time for Emergency Incidents within one hour.

Other Incidents are worked per the following rules:
• Regular Business Days – During Office Hours – Monday to Friday 7:00 a.m. to 7:00 p.m. (Eastern Time)
o Email / Web Ticket – Monitored and responded to within two (2) business days o Telephone – Normally answered when called. V oice messages are monitored and responded to within one (1) hour throughout the day
• Regular Business Days – Outside Office Hours – Monday to Friday 7:00 p.m. to 7:00 a.m. (Eastern Time)
o Email / Web Ticket – Monitored and responded to within two (2) business days o Telephone – Normally answered when called. V oice messages are monitored and responded to within one (1) hour the next business day
• Weekends – Friday to Monday 7:00 p.m. to 7:00 a.m. (Eastern Time) o Email / Web Ticket – Monitored and responded to within two (2) business days o Telephone – Normally answered when called. V oice messages are monitored and responded to within one (1) hour the next business day
• Statutory Holidays – From 7:00 p.m. on the eve of the Statutory Holiday until 7:00 a.m. the morning following the Statutory Holiday (Eastern Time) o Email / Web Ticket – Monitored and responded to within two (2) business days o Telephone – Normally answered when called. V oice messages are monitored and responded to within one (1) hour the next business day

7. Paradigm Primary Reporting Responsibilities

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Paradigm proposes to review, on an annual basis, the performance of the Support and Services Division in the delivery of services and to implement the necessary measures in the event where improvements are needed.

Included
in the review process shall be mutually agreed upon key performance indicators (KPIs). At a minimum, these KPIs will include:
• A list of all incidents logged with Paradigm in the reporting period including time, date, and details.
• An indicator if the Service Level was met for each Incident.

8. Client Primary Reporting Responsibilities
Client
will provide a prime and secondary Contact(s) through which all reported problems encountered by the Client would be funneled for subsequent notification to Paradigm. These individuals must have a working knowledge of the software and equipment and will be responsible for managing user access, and for recording and reporting of problems.

The
Client is responsible for providing services for the recording, referral and resolution of all faults encountered by end users throughout the Client’s operation. The Client will refer all problems to Paradigm in a timely manner using the outline below to describe the problems:
• Date / Time Reported:
• Reported by:
• Software affected:
• Equipment affected:
• Problem Description - examples / pictures / screen shots, as available • Serial Number of Equipment on which Problem was detected:
• Statement of Impact on Client Operations:
• Other pertinent information (as appropriate):
• The Client will supply Paradigm with reasonable remote electronic access to the Equipment, Software, or any computer hardware where the software and data files may reside in order that Paradigm can investigate reported problems.
• To maintain ongoing Platinum Support Services, the Client is responsible to ensure all Support payments to Paradigm are current.

9. Complaints
All
complaints relating to the operation of the support service by either party will be forwarded in writing and distributed concurrently to the signatories of this document. The intent is to ensure thorough, timely and open resolution of all such problems. Such complaints may relate to the following aspects:
• Expected level of support
• Actual support offered and delivered
• Personnel responsible for providing or administering support • Any other issue relating to this document or the relationship between the Client and Paradigm.

10. Other Service Level Requirements Exclusions
Services
provided do not include support for system environment changes necessitated by the Client or outside of the control of Paradigm. Examples of exclusions include, but are not limited to:

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• Client infrastructure equipment upgrades or re-installations (e.g. Servers, DBMS Upgrades, Network Changes, File migrations, Middleware Upgrades, etc.) • Third-Party Vendor software changes (e.g. New Versions, Interfaces, File Imports / Exports, Anti-Virus, etc.)
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Information Technology Software Agreement
32600028 with Paradigm Software for Software
for Scale House Operations for the
Environmental Resources Division
Public Works and Transportation Committee
July 22, 2025
Eric Zetz
Environmental Resources Division Manager
514
That the Public Works and Transportation Committee
recommend that the City Council approve and authorize
the Mayor to execute an Information Technology
Software Agreement with Paradigm Software for a total
amount not to exceed $504,325.98 for a term of five
years ending September 30, 2030.

Recommendation 2
515
• Del Norte Regional Recycling and Transfer Station (Del Norte) completes over 20,000 customer-billed account transactions annually. Customer-billed account activity of this magnitude requires a module for accounts receivable and aging for tracking the numerous paid and unpaid invoices from customer accounts. • Currently, Del Norte utilizes Paradigm Software Program Version 5, which is over ten years old, to manage scale operations. • The system includes two core modules:
• WeighStation Module – captures inbound and outbound weight data, material type, tipping fees, and customer account details. • CompuWeigh Module – manages A/R processes including customer billing, payment application, and aging reports for delinquent accounts.

Background 3
516
• The software provides tools for applying finance charges, generating open and aged item reports, managing closed
accounts, processing payments and adjustments, and producing monthly customer statements.
• It also maintains comprehensive reference data, such as customer accounts, tipping rates, vehicle information, and waste source/destination sectors.
• The software system must be compatible with these scales and any future scale installations.

Background (Continued) 4
517
• The existing Paradigm Software system at Del Norte, which is more than ten years old, has been functional but limited in scalability and integration, particularly with respect to incorporating newer hardware and meeting evolving operational needs.
• The aging CompuWeigh module, while capable of basic A/R functions, lacks the flexibility and automation features now considered standard in modern solid waste scale management systems.
• Due to its age, the system also has cybersecurity vulnerabilities in its underlying IT infrastructure which must be remediated or replaced.

Discussion 5
518
• To modernize operations, the City issued Request for Proposal (RFP) 25-32 on October 1, 2024, seeking a comprehensive, fully integrated software solution tailored for solid waste
management scale operations.
• Four proposals were received by the submission deadline of October 29, 2024. Following a detailed evaluation process based on company qualifications, staff expertise, relevant experience, and overall responsiveness, Paradigm Software was unanimously recommended for contract award by the review panel.

Discussion (Continued) 6
519
• The new Paradigm Software system offers several key
improvements over the legacy system:
• Enhanced Compatibility
• Advanced Aging Reports
• Data Migration
• Modern Interfaces
• Improved Security and Support
• Scalability and Training
Discussion (Continued) 7
520
• Because the vendor is already familiar with the City’s operations, the transition is expected to be smooth with no service interruptions.
• Paradigm’s solution is fully compatible with the City’s IT infrastructure and satisfies all procurement and legal
requirements, including licensure, insurance, and active registration with the California Secretary of State.

Discussion (Continued) 8
521
• In summary, the new Paradigm Software platform will
significantly enhance the City’s scale house customer service and operations through improved functionality, greater system compatibility, and reduced reliance on manual processing. • It is also expected to be compatible with new truck scales expected to be constructed under a future capital
improvement project at the Del Norte facility.
• Staff would bring back for the City Council’s consideration any renewal option past the initial five-year period.

Discussion (Continued) 9
522
• The total cost of the Agreement 32600028 with Paradigm Software shall not exceed the amount of $504,325.98.
• Funds for FY 2025-26 have been programmed in the
Environmental Resources Fund (631) in the Fiscal Year 2025-26 Budget.
• Funding for subsequent fiscal years will be requested during the annual budget process.

Financial Impact 10
523

QUESTIONS
11 524