Agenda packet — Oxnard City Council, September 2, 2025 (part 2 of 4)

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A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees
B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to 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 issued by a company sat isfactory 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

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specified in “Exhibit C”. Maintenance of insurance coverages by C onsultant is a material element of this Agreement. C onsultant’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, C onsultant understands and agrees that if Living Wages are applicable, subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D ” 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 wages are required to be paid to all workers, including subcontracted employees. For further information regarding Prevailing Wage Requirements please refer to “Exhibit E” attached to this Agreement.

A. To determine if this Agreement is subject to compliance monitoring and enf
orcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful 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. IRAN CONTRACTING ACT. In accordance with the Iran Contract Act of 2010 (Public Contract Code sections 2200-2208) the City requires that any Consultant that submits a proposal or otherwise proposes to enter into or renew a contract with the C ity with respect to goods or Services of one million dollars ($1,000,000) or more, must certify, that the C onsultant is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in

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Iran described in subdivision (a) of Public Contract Code Section 2202.5, or as a person described in subdivision (b) of Public Contract Code Section 2202.5, as applicable.

A Consultant is ineligible to enter into any contract with the City for goods or Services of one million dollars ($1,000,000) or more if the C onsultant engages in investment activities in Iran. C onsultant must certify that it is not on the list of ineligible vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as “Exhibit F.”

28. SUBCONTRACTING. If C onsultant requires the assistance of a subcontractor to render any Services under this Agreement, C onsultant 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 or Task Order 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, i f applicable. C onsultant 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 C ity determines that Consultant 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 C ity’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 C onsultant shall proceed diligently with the

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performance of the Agreement and in accordance with the decision of the C ity’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 agreed- 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 with out 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 C onsultant. 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 C ity, by and through the C ity’s Designated Representative.

33. CARE OF WORK. Should C onsultant discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by the C ity, Consultant shall immediately inform the C ity of such fact and shall not provide any Services, except at C onsultant’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 or Task Orders 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 C onsultant in preparing its billings to C ity as a

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condition precedent to any payment to Consultant, or for other purposes relating to the Agreement. Consultant will promptly furnish all documents requested by C ity.

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 C ity, 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, e thnic 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. C onsultant understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, C onsultant 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 C onsultant 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 C ity may have under this Agreement or of any cause of action arising from Consultant’s performance. A waiver by C ity of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any

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subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

40. FORCE MAJEURE. 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 Agreement 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

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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 exhibits incorporated by reference herein 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 City ’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, C onsultant acknowledges that it has reviewed the C ity’s Professional Services Agreement terms and conditions and insurance requirements and that Consultant hereby agrees to full compliance.

[Signatures on next page]

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IN WITNESS 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 JOSEPH GARCIA DBA

CASAMAR GROUP LLC

☐Luis A. Mc Arthur, Mayor2 Date Joseph J. Garcia, Date ☐Jennifer Yates, Purchasing Manager3 P.E., Board President, CEO

Janet A. Garcia,4 Date
Vice President, Corporate Secretary
ATTEST:

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

APPROVED AS TO FORM:

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

2 The City Council must authorize and the Mayor must execute any agreement over $220,000. 3 The Purchasing Agent may execute any authorized agreement up to $220,000. 4 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-lev el 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 Joseph Garcia DBA Casamar Group LLC)

SCOPE OF SERVICES

Project Manager: KJ May
Title: Construction Project Manager Senior
Phone: 805-393-3871
Email: [email protected]

The Labor Compliance Services Consultant (Consultant) shall provide governmental labor compliance services, including but not limited to, project administration; project coordination; preparation and processing of labor compliance documents, monitor and audit contractor labor compliance documents; periodic labor compliance reporting; and such other services as may be required by the City of Oxnard (City). Services shall be provided by the Consultant on projects as authorized and directed by the City under a duly executed and approved Task Order.

Labor Compliance Services under this agreement will be composed of task orders for each individual project assigned by the City. Projects shall include, but not be limited to, public buildings, housing, public work infrastructure and such other facilities as may be required. The task order proposal shall identify a concise schedule for completion of the Work. It is Labor Compliance Services consultant’s (Consultant) responsibility to determine the best and most cost -effective method to complete the Work so that the assigned task order can be completed to the satisfaction of the City. Task orders will be negotiated as a lump sum amount per term based upon the hourly rate fee schedule as agreed to by the City and Consultant for all services and under agreement amount. Task order funds will be encumbered based on quote provided to City by Consultant per task order. This Scope of Work will allow for additional professional services offered by Consultant and the services noted below shall not be restricted to those directly stated.

The Scope of Work shall include, but not be limited to the following:

Subcategory 1.1 – Labor Compliance
• Monitor and audit contractor CPRs and related documents; monitor contractors’ compliance with apprenticeship requirements; identify potential labor compliance issues and conduct investigations; document receipt, data entry, and requests for missing documents.

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• Conduct jobsite reviews and worker interviews as required by the City, Federal, State, County, and any agency providing grant to the project. Verify interview against submitted payrolls.
• Provide project closeout and archiving support.
• Provide the most current and applicable wage determination information and provide this to the City for each contract.
• Establish and maintain payroll files in conformance with standards established by the City and grantor agencies.
• Review certified payroll records, confirming the accuracy of those records and verify compliance of all federal and state required forms and submittals. Notify prime contractor and City of any deficiencies in wages, overtime compensation, incomplete or inaccurate records and/or incomplete statements of compliance.

Follow up on delinquent payrolls and wage underpayment in accordance with grant agency and City requirements. Provide technical assistance to contractors, as needed, to assist in completion of payroll forms.
• Monitor receipt of documents required by federal grant agencies, e.g., certificate of employee authorization and statement of fringe benefits and apprentice programs.
• Conduct site visits which will include field interviews with all contractors and subcontractors, observation reports and photos. Verify interview results against submitted payrolls. Site visits to be made at random, without providing prior notification to contractor or subcontractors.
• Investigate complaints and perform audits as needed, communicating with complainants,
contractors and other agencies.
• Provide DBE/WBE and other Disadvantaged Business Enterprise Programs verification reports upon the request of the City.
• Provide Title VI verification and reports upon the request of the City. • Review labor standard provisions of contract specifications upon the request of the City.
• Provide technical assistance and training of City staff to perform monitoring functions as may be requested.
• Provide information on how any fees, fines and penalties that may be levied against any
contractor or subcontractor by any federal, state or local agency as a result of these monitoring services is administered by your firm. Immediately inform the City of changes or developments regarding issues of federal or state compliance.

Subcategory 1.2 – Project Administration and Coordination • Assist in project coordination, pre- bid, pre- construction, and progress meetings related to labor compliance.
• Prepare materials for and attend pre- bid and pre- construction conferences to explain labor

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standards requirements to contractors. Provide technical assistance to contractors, as needed, to aid in completion of payroll forms. • Provide administrative reviews, project management and staff assignment status meetings.
• Assist the City with contractors’ applications for progress payments. • Prepare monthly reports on the status of labor compliance. • Prepare periodic reports on the status of labor compl iance documents as requested.
• Meet with grantor agencies and other government representatives and be prepared to respond to compliance issues as required.

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EXHIBIT B

PROFESSIONAL SERVICE AGREEMENT
(CITY of Oxnard and Joseph Garcia DBA Casamar Group LLC)

SCHEDULE OF COMPENSATION

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EXHIBIT C

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Joseph Garcia DBA Casamar Group LLC)

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 Joseph Garcia DBA Casamar Group LLC)

LIVING WAGE POLICY

Pursuant to the Living Wage Policy adopted July 9, 2002 by the C ity Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard C onsultant/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 C ity 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 C ity Manager or designee provides written notice to Consultant of the amount owed.

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CITY OF 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 D . 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, 202 6, 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 C ity, 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 C ity 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 C ity Manager or designee provides written notice to Consultant of the amount owed.

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EXHIBIT E

PROFESSIONAL SERVICES AGREEMENT
(CITY of Oxnard and Joseph Garcia DBA Casamar Group LLC)

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. P ursuant 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 C ity 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

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concluding the Project, Consultant and each of its subcontractors shall submit to C ity a verified 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 ru les 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.

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13. To the maximum extent, Consultant shall hold harmless, defend (wit h 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, fines, penalties 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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Agreement No. 32600021

EXHIBIT F

PROFESSIONAL SERVICES AGREEMENT
(CIT
Y of Oxnard and Joseph Garcia DBA Casamar Group LLC)

IRAN CONTRACTING CERTIFICATION

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(Original Agreement Rates)
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CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. H.7

DATE: September 2, 2025

TO: City Council

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

SUBJECT: Agreement 32600043 with Arborpro Inc. for Urban Forestry Services.

RECOMMENDATION

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.

(Public Works and Transportation Committee approved 3-0 on July 22, 2025)

BACKGROUND

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. Projects that are eligible for this grant include those that protect, enhance, and expand equitable urban tree canopy cover to maximize community access to human health, social, ecological, and economic benefits. Additionally, projects that involve long-term urban forest planning, assessment, and management; projects that enact proactive and systematic maintenance and monitoring of urban trees and projects that advance the use of tree inventories, monitoring, and assessment tools, among other objectives, are eligible. 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. 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.

This project is designed to serve as a critical first step towards the long-term resiliency and health of the City’s Urban Forest, and is consistent with the 2022 Tree Program Review performed by Dudek and presented to the City Council on January 18, 2022.

DISCUSSION

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) 197
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.

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).

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.

FINANCIAL IMPACT

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).

COMMITTEE OUTCOME

The Public Works and Transportation Committee approved 3-0 on July 22, 2025 to approve the staff recommendation and to forward the item for Council approval.

Prepared by: Steve Howlett, Assistant Public Works Director, Brandon Lopez, Parks Manager

ATTACHMENTS

1. Agreement No. 32600043

2. Green Latinos Agreement for Project No. 00000023

198
PRO

FESSIONAL SERVICES AGREEMENT

BETWEEN
THE CITY OF OXNARD AND ARBORPRO INC.

By This Professional Services Agreement (“Agreement”), the City of Oxnard (“City”) agrees to engage the Services of ArborPro Inc. (“Consultant”), and Consultant agrees to perform the Services for City as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. City and Consultant may be individually referred to as “Party” or collectively as the “Parties.”

RECITALS
WHEREAS, the City issued a Request for Proposals (RFP), for Project seeking Professional Services to provide Urban Forestry Services for Parks and the RFP notified proposers that the project was subject to grant funding and included the terms and conditions of the specific grant; and
WHEREAS, the City applied for and was awarded a USDA Forest Service Grant through a Subaward Agreement with GreenLatinos Project: 00000023 awarded on August 20, 2024.

WHEREAS, Consultant submitted a proposal dated May 27, 2025 (the “Proposal”) in response to the RFP which the City has reviewed and evaluated in accordance with the standards set forth in the RFP, and Consultant acknowledged the project was subject to grant funding; and
WHEREAS, the City desires at this time to implement the project; and WHEREAS, Consultant represents that it is fully qualified and licensed to perform t he consulting and/or professional Services required for performance under this Agreement by virtue of its experience and the training, education, and expertise of its principals and its employees; and
WHEREAS, in light of the facts set forth above, the City desires to retain Consultant to provide Urban Forest Inventory and Level 2 Assessment Project Number: 00000023 on an independent contractor basis in accordance with the terms and provisions set forth in this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND

PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE

CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

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1. The R
ecitals set forth above are true and correct and together with any definitions set forth therein are hereby incorporated into this Agreement by this reference, as though set forth fully herein.

2. SUMMARY DESCRIPTION OF SERVICES.

The Consultant will support the City’s Urban Forest through a citywide Tree Inventory, Level 2 Tree Assessment, identification of hazardous trees, LiDAR analysis, Urban Forestry training, community outreach, and a Final Report aligned with the USDA’s Ten- Year Urban Forestry Action Plan. The project also supports the Federal Justice40 Executive Order and California’s Forest Action Plan, with a focus on heat impacts in disadvantaged communities.

A Communications Plan, including a City -hosted webpage and social media, will share project details, funding sources, goals, and updates. Community engagement will prioritize involvement from disadvantaged communities and local youth in the City of Oxnard.

3. PARTIES.

City of Oxnard, a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030.

ArborPro Inc., a corporation of the State of California, located at 22605 E La Palma Ave #509, Yorba Linda, CA 92887.

4. TERM OF AGREEMENT: From: September 3, 2025 To: September 2, 2027

A. Time is of the essence in this Agreement
B. The City shall have the option to exercise (1) consecutive (1) one-year term extension, in accordance with the scope of work and terms and conditions of this Agreement. Any price negotiations, if allowed, shall be negotiated at the time of contract extension.

C. This Agreement shall not exceed a total of five (5) years (including the initial term and any options to extend). The City in its sole discretion may exercise the option terms upon sixty (60) days written notice to the Consultant (or any other time if the parties so agree) in accordance with Section 12 of this Agreement. The option term shall be commenced by an amendment to this agreement.

D. All Services required of Consultant under this Agreement shall be completed on or before the end of the term of the Agreement.

5. AGREEMENT AMOUNT NOT TO EXCEED: $ 363,186.00
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6. A
GREEMENT EXHIBITS. The following documents memorialized below are the only exhibits to this Agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-A Exhibit D: Grant Agreement
Exhibit E: Living Wage Policy
Exhibit F: Prevailing Wage Policy

7. DESIGNATED REPRESENTATIVES. The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the Services under this Agreement. Additionally, Consultant’s Services shall be performed or immediately supervised by the Consultant’s Representative:

City Designated Representative
Name: Steve Howlett
Title: Assistant Department Director II
Phone: (805) 385-7830
Email: [email protected]
Address: 305 West Third Street, East
Wing, Third Floor, Oxnard, CA 93030
Consultant Designated Representative
Name: Mason Burdick
Title: Project Manager
Phone: (657) 274-1331
Email: [email protected]
Address: 22605 E. La Palma Ave, Suite
509, Yorba Linda, CA 92887

8. CONTRACTUAL PREREQUSITIES. This Agreement must first be executed by the Consultant, after which the Agreement shall be approved as to form by the City Attorney, then executed by the Mayor, or an authorized person on behalf of the City, and if executed by the Mayor shall also be executed by the City Clerk.

A. Consultant is advised that any recommendation for Agreement award is not binding on City until the Agreement is fully executed and approved by City.

B. A request for modification of the terms, prior to execution of the Agreement, must be made in writing and presented to the Designated Representative of the City prior to the time this Agreement is executed.

C. All proof of a City tax certificate, insurance, and W-9 forms is required prior to execution of this Agreement.

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D. C
onsultant shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

9. CONSULTANT’S SERVICES.

A. Consultant shall perform the tasks, obligations, and Services set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 13 of this Agreement.

B. The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director. Consultant hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the Scope of Services under this Agreement.

10. COMPENSATION. City shall pay Consultant for the Services performed pursuant to the terms of this Agreement and the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” City shall pay Consultant an amount not to exceed the amount is listed in Section 5 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 13 of this Agreement, and may be subject to approval by the City Council.

11. PAYMENT and INVOICES. The City shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the City disputes one or more items in an invoice, the City shall, within thirty (30) days after receipt of such invoice, notify the Consultant of the item(s) being disputed and the reason(s) therefore. The City may withhold payment for such disputed items until resolution of the dispute.

A. Payment Request. Consultant shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to: [email protected].

B. Consultant’s acceptance of final payment made pursuant to this Agreement shall constitute a release of City from all claims and liabilities for compensation to Consultant for anything completed, finished or relating to the Services. City’s payment shall not constitute nor be deemed Agreement No. 32600043

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elease of the responsibility and liability of Consultant for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services performed by Consultant and its employees, agents and subcontracted Consultants.

C. Consultant shall provide City with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by Consultant or materials or products provided to City by Consultant, Consultant shall pay the sales tax. City shall not reimburse Consultant for sales taxes paid by Consultant.

D. Non-Appropriation of Funds. Payments to be made to Consultant by City for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of City. In the event City does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which City appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

12. OPTION TO EXTEND AGREEMENT. When in the City’s best interest, this Agreement may only be extended, if the City, in its discretion, exercises an option term in accordance with Section 4 subparagraphs (B) and (C) of this Agreement. The initial term, plus any option to extend shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 4(B), then this Agreement shall not be extended.

13. MODIFICATION OF AGREEMENT. This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment. The City may request that the Consultant perform Extra Services.

As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written amendment signed by both Parties shall be required to authorize performance of and payment for Extra Services.

14. TERMINATION OF AGREEMENT. City may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 22 of this Agreement. Such termination shall be effective Agreement No. 32600043

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on t
he date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. City shall be liable to Consultant only for work done by Consultant up to and including the date of termination of this Agreement unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. Consultant may terminate this Agreement at any time during the term of the Agreement by giving the City sixty (60) calendar days’ prior written notice.

15. FEDERAL GRANT FUNDING REQUIREMENTS . The Request for Proposal for this Agreement included a Section that placed Consultant on Notice that the Agreement and associated Scope of Work is being funded in whole or in part with federal assistance under 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 (FAIL) number is 24- CA- 11132544-013. A Federal Grants Requirement Rider is attached hereto [in its entirety] as Exhibit D and incorporated herein by this reference. Consultant shall comply with all requirements and provisions of Exhibit D.

16. INDEPENDENT CONTRACTOR. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of Consultant or any of its employees, except as stated in this Agreement. Consultant has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting Consultant. This Agreement shall not be interpreted to prevent or preclude Consultant from rendering any Services for Consultant’s own account or to any other person or entity as Consultant in its sole discretion shall determine; provided, however, that performing such Services shall not materially interfere with the Services the Consultant shall perform for the City. The City retains the right to provide general instructions to and observe the Consultant in the performance of all Services done on behalf of the City.

Consultant and its employees, subconsultants, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Consultant and its employees are not employees of City. Consultant and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long- term disability and workers’ compensation Agreement No. 32600043

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nsurance benefits. Consultant shall not, at any time or in any manner, represent that it or any of its agents, subconsultants, or employees are in any manner agents, subconsultants, or employees of City.

17. LAWFUL PERFORMANCE. Consultant shall abide by all federal, state, and local laws and regulations as may be related to the performance of duties under this Agreement. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.

18. SAFETY REQUIREMENTS. Consultant shall not perform any Services for the City when the Consultant is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the City’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The City reserves the right to issue restraining or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of Consultant 's work by City shall not operate as a release of the Consultant from such standard of care and workmanship.

19. STANDARD OF PERFORMANCE; WARRA NTY. Consultant agrees to perform all Services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar Services under similar conditions in the same or similar locality. Such Services shall also be performed in a manner which is reasonably satisfactory to City Project Manager, or designee (hereinafter the “Project Manager”), provided that discretion in determining what is satisfactory shall not alter the foregoing standard of care.

A. In accordance with the standard of care set forth in the first sentence of Section 19, the Consultant agrees that it:
(1) Has thoroughly reviewed and considered the services and work to be performed; and
(2) Has reviewed the issues regarding the Scope of Services to be provided; and
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions ass ociated with performance of the services required by this Agreement.

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20. O
WNERSHIP OF CONSULTANT’S WORK PRODUCT, CONFIDENTIALITY & DISCLOSURE, RECORDS & WARRANTY. City shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by Consultant in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by City.

A. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City.

B. Deliverables. Consultant shall deliver to the City the studies, plans, specifications, or other documents as are identified in the Scope of Services; and Consultant shall, upon completion of all work or termination of this Agreement, submit to the City all information developed in the course of the Consultant 's services. Consultant shall, in such time and in such form as the City may require, furnish reports concerning the status of Services required under this Agreement. Consultant shall, upon request by City and upon completion or termination of this Agreement, deliver to the City all material furnished to Consultant by the City.

C. Records and Inspections. The Consultant shall maintain full and accurate records, with respect to all Services and matters covered under this Agreement. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.

The City shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

D. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. Consultant may be granted access to information that is exempt from disclosure to the public (Government Code Sec tion 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for Consultant to perform its obligations pursuant to this Agreement. If Consultant is granted such access to confidential information, Consultant shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

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E. D
isclosure of Information. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the City or other information to which the Consultant has had access during the term of this Agreement without the prior written approval of the City’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.

F. No Warranty. Other than an obligation upon the City to deal in good faith, the City makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by Consultant in reliance on any Confidential Information disclosed under this Agreement.

21. NOTICE OF BREACH AND OPPO RTUNITY TO CURE. Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party. The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 22.

22. NOTICE. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 7. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE. Except as set forth in Subsection A of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of Agreement No. 32600043

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he services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.

A. The provisions of this Subsection apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (1) Notwithstanding the provisions of Section 23 above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees
B. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to 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.

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 issued by a company satisfactory to the Risk Manager. Consultant shall, before performance of any Services pursuant to Agreement No. 32600043

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his 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. PRE VAILING 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 wa ges 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 det ermine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html B. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

27. [RESERVED].

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A
greement 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.

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 Consultant 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 performance 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 Agreement No. 32600043

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han 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 the Agreement. 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.

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36. A
DVERTISING 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 w aiver 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.

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43. I
NTEGRATED 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.

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 City’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 o r define the content, scope, or intent of the provisions described under the respective caption or heading.

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49. A
CKNOWLEDGEMENT. 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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I
N WITNESS 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.

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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 impacts 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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O
xnard, especially 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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th
e ISA Certified Arborist Prep Course, classes for ISA Certified Tre e Workers, an ISA Certified

Tree Worker Aerial Lift Specialist Prep Course in both English and Spanish, classes 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 through 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 Titl e 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
PROF

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

SCHEDUL

E OF COMPENSATION
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*
Services to be performed by subconsultant (Rincon Consultants, Inc.) *
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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

[SEE NEXT PAGES]

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GreenLatinos Urban & Community Forestry Program
Subaward Agreement for City of Oxnard
Oxnard Urban Forestry Project
This Subaward Agreemen
t (“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 liste
d 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 Con
tacts:

Subaward Program Contact:

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

Chandra Crudup
305 West Third St., Oxnard, CA, 93030
(805) 200-5234
Email: [email protected]
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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
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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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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] 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 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] 9
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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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 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.

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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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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 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
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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
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.

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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 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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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] 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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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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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 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] 24
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 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 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] 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 Agreement No. 32600043

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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] 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 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] 28
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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Project Completion Date: 11/30/2027
Project Number: 00000023
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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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Project Completion Date: 11/30/2027
Project Number: 00000023
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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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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://ww w.greenlatinos.org/ Email: [email protected] 31

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://ww w.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://ww w.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
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://ww w.greenlatinos.org/ Email: [email protected] 34

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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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://ww w.greenlatinos.org/ Email: [email protected] 35

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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Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://ww w.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, 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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Project Completion Date: 11/30/2027
Project Number: 00000023
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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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Project Number: 00000023
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EXHIBIT D

NOTICE OF PRIME AWARD
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Project Completion Date: 11/30/2027
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Project Completion Date: 11/30/2027
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Project Completion Date: 11/30/2027
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Project Completion Date: 11/30/2027
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Project Completion Date: 11/30/2027
Project Number: 00000023
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://ww w.greenlatinos.org/ Email: [email protected] 52
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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://ww w.greenlatinos.org/ Email: [email protected] 53
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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://ww w.greenlatinos.org/ Email: [email protected] 54
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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://ww w.greenlatinos.org/ Email: [email protected] 55
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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://ww w.greenlatinos.org/ Email: [email protected] 56
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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://ww w.greenlatinos.org/ Email: [email protected] 57
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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://ww w.greenlatinos.org/ Email: [email protected] 58
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://ww w.greenlatinos.org/ Email: [email protected] 59
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://ww w.greenlatinos.org/ Email: [email protected] 60

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.

Agreement No. 32600043

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316
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://ww w.greenlatinos.org/ Email: [email protected] 61

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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City of Oxnard
Project Amount: $984,925.00
Project Completion Date: 11/30/2027
Project Number: 00000023
Email: [email protected] 62
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].

GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ 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] 63

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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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] 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); 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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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] 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, 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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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] 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; 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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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://ww w.greenlatinos.org/ Email: [email protected] 67

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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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://ww w.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 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.

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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://ww w.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].

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://ww w.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 addresses
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 FURTH

ER INFORMATION

For general questions related to this Forest Service Award Administration Guide, please contact the following shared inbox: [email protected]. For inquires specific 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 Period
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-Through
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 carryi
ng 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 subst antial 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 Gr
ant 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 con
ditions;
• 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 entit y 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 li
tigation, 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 Information
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 wi
ll 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 Standards Wh
en 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 addr esses 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 following
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 shou ld 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 Alterations ( 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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Oxnard City CouncilSeptember 2, 2025

Oxnard City Council
September 2, 2025