Item 06 2024-01601 Environmental Justice Government to Government (EJG2G) Neighborhood Resilience Pilot (G15250100): Grant Funds, Budgetary Adjustments, and Subaward and Partnership Agreements — Sacramento City Council, October 8, 2024 (part 1 of 2)

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01601 10/8/2024 Consent Item 6.

Environmental Justice Government to Government (EJG2G) Neighborhood Resilience Pilot (G15250100): Grant Funds, Budgetary Adjustments, and Subaward and Partnership Agreements
File ID: 2024-01601
Location: District 1, Represented by Councilmember Kaplan; District 2, Represented by Councilmember Thao; District 5, Represented by Mayor Pro Tem Maple; District 6, Represented by Councilmember Guerra; District 7, Represented by Councilmember Jennings; District 8, Represented by Councilmember Vang
Recommendation: Adopt a Resolution authorizing the City Manager or the City Manager’s designee to: 1) establish the EJG2G Neighborhood Resilience Project (G15250100); 2) increase the revenue and expenditure budgets in the EJG2G Neighborhood Resilience Project (G15250100) by $981,042 (Capital Grant, Fund 3703); 3) execute a subaward agreement with Habitat for Humanity of Greater Sacramento for drought-tolerant outdoor landscaping work and air filter installation for a total not-to-exceed amount of $420,954; 4) execute a subaward agreement with the Sacramento Tree Foundation for tree planting for a total not-to-exceed amount of $211,713; and 5) execute a no-cost partnership agreement with Habitat for Humanity of Greater Sacramento and the Sacramento Tree Foundation.

Contact: Sarah Kolarik, Sustainability Analyst, (916) 808-1421, [email protected]; Rachel Patten, Sustainability Program Specialist, (916) 808-5016, [email protected]; Lucinda Willcox, Assistant Public Works Director, (916) 808-5052, [email protected]; Department of Public Works
Presenter: None
Attachments:
1-Description/Analysis
2-Resolution
3-Habitat for Humanity Subaward Agreement
4-Sacramento Tree Foundation Subaward Agreement
5-Partnership Agreement
Description/Analysis
Issue Detail: The City Council adopted a resolution (R2023-0089) authorizing the City Manager or

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File ID: 2024-01601 10/8/2024 Consent Item 6.
the City Manager’s designee to applyin partnership with non-profits and other local agencies for up to $1,000,000 in funding from the US Environmental Protection Agency’s (US EPA) Environmental Justice Government to Government (EJG2G) grant program. The City submitted an application for $981,042 for the Neighborhood Resilience Pilot Project (Project) and was awarded full funding by the US EPA.

The City’s Project includes three sub-award partners for implementation of the grant project activities:

Habitat for Humanity of Greater Sacramento (Habitat for Humanity), the Sacramento Tree Foundation (STF), and the Sacramento City Unified School District (SCUSD). Staff is recommending approval of the subaward agreements with Habitat for Humanity and STF as part of this report. Staff anticipates that it will return to Council for approval of the subaward agreement with SCUSD within the next few months.
· Habitat for Humanity ($420,954): This 44-month contract will fund drought-tolerant outdoor landscaping work and air filter installation at 40 low-income homes within the identified focus areas in the Meadowview, Stockton Boulevard, and Del Paso Boulevard neighborhoods. · STF ($211,713): This 44-month contract will fund tree planting at the 40 homes served by Habitat for Humanity and at the two schools receiving irrigation installation through SCUSD.

In addition to the subaward agreements, the US EPA requires a partnership agreement between the City and the two community-based organization partners (Habitat for Humanity and STF) that are funded through this grant to formalize the cross-partner collaboration that will take place to implement the Project.

Policy Considerations: This grant funding advances City policy goals as outlined in Resolution 2024-0066 (General Plan 2040) and Resolution 2024-0067 (Climate Action and Adaptation Plan “CAAP”):
· Increase urban tree canopy to 25% by 2030 and 35% by 2045 (CAAP, Measure CS-1 and General Plan 2040, Action ERC-3-2)
· Encourage efficient water use by residents (CAAP, Measure WW-1.7) · Accelerate installation of air filtration systems (General Plan 2040, Action A-4-1) · Sponsor or support educational programs regarding emergency response (General Plan 2040, Action PFS-2-8)
Economic Impacts: None.

Environmental Considerations: The project activities within this grant are covered under the CEQA exemption for minor alteration to land (CEQA Guidelines, §15304). Appropriate NEPA clearance will take place before the City or the subawardees undertake project activities.

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File ID: 2024-01601 10/8/2024 Consent Item 6.

Sustainability: The Project will advance urban tree planting and supportive efforts, e.g., irrigation installation, that are needed to advance the canopy cover goals of 25% by 2030 and 35% by 2045 established by the General Plan 2040 and CAAP. Additionally, the Project will support air filter installation and disaster preparedness education, which will advance the City’s commitment to prepare for the effects of climate change (Resolution No. 2019-0433).

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Establishing the CIP and authorizing the subaward and partnership agreements will allow staff to proceed with the Project.

Financial Considerations: The City was awarded an EJG2G grant of $981,042 from the US EPA.

Local cost share is not required for the grant award, but staff time costs are not fully covered by the Project budget and overhead costs are not eligible for reimbursement. Staff estimate that up to $100,000 in staff time and overhead costs will be absorbed into the operating budget of the Public Works Department over the three-year project schedule. Staff have reviewed the operating budget and has determined that these costs can be accommodated.

Local Business Enterprise (LBE): Not applicable.

Background:

The EJG2G program encourages local governments to partner with community-based organizations (CBOs) to implement projects that address disproportionate environmental and public health harms.

The funding provides special consideration to applications addressing climate change, disaster resiliency, and/or emergency preparedness. The Project will build on existing efforts and has the following components:
· Implement outdoor water efficiency investments, leveraging incentives from the City Department of Utilities (DOU).
· Provide air filters to residents participating in Habitat’s programming. · Plant trees, in collaboration with the STF and SCUSD. · Conduct multilingual outreach and engagement to support project activities and invest in neighborhood capacity building through activities such as:
o Neighborhood cleanups
o Climate and disaster-response preparation.

The Project is highly collaborative with engagement across City departments and external partners to build on the City’s related efforts. The Project focuses on the neighborhoods of South

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File ID: 2024-01601 10/8/2024 Consent Item 6.

Sacramento/Meadowview, Stockton Boulevard, North Sacramento, and the unincorporated Fruitridge Pocket neighborhood in partnership with the County of Sacramento to support holistic investments in historically underinvested neighborhoods. See project map below.

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RESOLUTION NO. 2024-

Adopted by the Sacramento City Council

October 8, 2024

Environmental Justice Government to Government (EJG2G) Neighborhood Resilience Project (G15250100): Grant Funds, Budgetary Adjustments, and Subaward and Partnership Agreements

BACKGROUND

A. On April 4, 2023, City Council adopted Resolution 2023-0089 authorizing the City Manager or the City Manager’s designee to apply in partnership with non-profits and other local agencies for up to $1,000,000 in funding from the US Environmental Protection Agency (US EPA) Environmental Justice Government-to-Government Grant Program (EJG2G) and to accept and execute the grant agreement with US EPA.

B. The City submitted an application for $981,042 for the Neighborhood Resilience Pilot Project (Project) and was awarded its full request to support initiatives related to neighborhood resilience, urban forestry, and water conservation in historically underserved communities.

C. On April 22, 2024, the City received the award letter and agreement from US EPA.

D. The Project period started June 1, 2024, and will be implemented by three subawardees, as identified in the grant application: Habitat for Humanity of Greater Sacramento, the Sacramento Tree Foundation, and the Sacramento City Unified School District.

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

Section 1. The City Manager or the City Manager’s designee is authorized to establish the EJG2G Neighborhood Resilience Project (G15250100).

Section 2. The City Manager or the City Manager’s designee is authorized to increase the revenue and expenditure budgets in the EJG2G Neighborhood Resilience Project (G15250100) by $981,042 (Capital Grant, Fund 3703).

Section 3. The City Manager or the City Manager’s designee is authorized to execute the

subaward agreement with Habitat for Humanity of Greater Sacramento for drought-tolerant outdoor landscaping work and air filter installation for a total not- to-exceed amount of $420,954; the subaward agreement is attached as exhibit A, which is part of this resolution.

Section 4. The City Manager or the City Manager’s designee is authorized to execute the subaward agreement with the Sacramento Tree Foundation for tree planting for a total not-to-exceed amount of $211,713; the subaward agreement is attached as exhibit B, which is part of this resolution.

Section 5. The City Manager or the City Manager’s designee is authorized to execute a no- cost partnership agreement with Habitat for Humanity of Greater Sacramento and the Sacramento Tree Foundation; the partnership agreement is attached as exhibit C, which is part of this resolution.

Table of Contents:

Exhibit A: Habitat for Humanity Subaward Agreement
Exhibit B: Sacramento Tree Foundation Subaward Agreement Exhibit C: Partnership Agreement

1 Rev. 9-6-2024
Sacramento Neighborhood Resilience Pilot Project Subaward Agreement This Sacramento Neighborhood Resilience Pilot Project Subaward Agreement, dated[ ], for purposes of identification, is between the CITY OF SACRAMENTO, a California municipal corporation (the “City”), and HABITAT FOR HUMANITY OF GREATER SACRAMENTO, a California nonprofit public benefit corporation (“Subrecipient”). Subrecipient’s unique entity identifier is EGRUX5V8P635. Background In April 2023, the City, the Subrecipient, Sacramento Tree Foundation (“STF”), and the Sacramento Unified School District (“SCUSD”) collaborated on an application for a grant through the U.S. Environmental Protection Agency’s Environmental Justice Government-to-Government Program (assistance listing number 66.312); the Subrecipient, STF, and SCUSD were identified as subrecipients in the grant application. The purpose of the grant is to fund urban cooling and resiliency strategies through the Sacramento Neighborhood Resilience Pilot Project (the “Project”). The Project will plant trees, install irrigation systems, implement low-water landscaping upgrades, distribute air filters, implement trash pick-up events, and support disaster preparedness trainings in the designated Project focus areas, as identified in attachment 1 (“Authorized Activities”). Together, these Project activities will counter the urban heat island effect and build neighborhood resilience to extreme weather events. On April 22, 2024, the U.S. Environmental Protection Agency (“EPA”) awarded the City a grant in the amount of $981,042.00 (Federal Award Identification Number 98T89701). The grant is evidenced by the cooperative agreement between the City and the EPA included as attachment 3 (the “EJG2G grant agreement”). The EJG2G grant agreement includes the federal award project description. Consistent with the grant application, the City is providing a subaward of the grant funds to the Subrecipient to carry out part of the Project, as provided in this agreement. This subaward is not for research and development. With these background facts in mind, the City and Subrecipient agree as follows: 1. Term. This agreement takes effect as described in section 30 and terminates on May 31, 2028, subject to early termination under section 7. 2 Rev. 9-6-2024

2. Disbursement of funds. The City shall disburse to the Subrecipient a total sum not to exceed $420,954 in accordance with section 3 below. The funds disbursed by the City under this agreement are referred to as “EPA funds.” In no instance will the City be liable for any payments or costs in excess of this amount, for any unauthorized or ineligible costs, or for costs incurred after May 31, 2027. 3. Reimbursement basis. The City will make payments to the Subrecipient in arrears as follows: (a) Progress payments. On a monthly basis, the Subrecipient shall provide the City with a written report on the progress made on the Authorized Activities (in accordance with section 8(l) below) and a detailed and properly-documented invoice for reimbursement that must include, in addition to the information required in attachment 2, a detailed accounting of costs already incurred in sufficient detail for the City, in its opinion, to substantiate the costs. The City will notify the Subrecipient within fifteen business days following receipt of its invoice and written report of any circumstances or data identified by the City that would cause withholding of approval and subsequent payment. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Subrecipient within a reasonable time after invoice approval. (b) Final payment. As a condition of receiving final payment under this agreement, the Subrecipient shall provide the City with (i) all of the documents described in section 3(a), above, covering the period since the Subrecipient last submitted a monthly payment request, and (ii) the closeout report required under section 8(n), below. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement or that is needed to complete the closeout report. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Subrecipient within a reasonable time after invoice and closeout report approval. 4. Authorized uses. The following terms apply to the Subrecipient’s activities and expenditures related to this agreement: (a) The Subrecipient may seek reimbursement solely for costs it incurs that are necessary to carry out the activities listed in attachment 1 (“Authorized Activities”) in accordance with the budget listed in attachment 2 (“Approved Budget”). If a term included in 3 Rev. 9-6-2024
attachment 1 is stated as an obligation, then the Subrecipient is obligated to perform the term under this agreement. (b) The Subrecipient may seek reimbursement solely for eligible costs that it incurs between the effective date of this agreement and May 31, 2027. If Subrecipient receives a refund or credit for any cost for which it received a payment of EPA funds, Subrecipient shall return EPA funds in an amount equal to the refund or credit to the City by check payable to the City and delivered to the City at the address shown in section 29 no later than 10 days following receipt of such refund or credit, unless otherwise agreed to, in writing, by the City. (c) The Subrecipient shall comply with the terms of the EJG2G grant agreement, the EPA’s general terms and conditions included as attachment 4, and the EPA’s subaward policy included as attachment 5 (collectively, the “Federal Award Requirements”), as the Federal Award Requirements may be amended from time to time. (d) Any costs that are determined by subsequent audit to be unallowable are subject to repayment by the Subrecipient to the City within 60 days unless the City approves in writing an alternative repayment plan. (e) The Subrecipient shall not use the EPA funds to supplant funding provided by the City to the Subrecipient under any other agreement. The Subrecipient shall include a term in every grant subaward agreement and contract that prohibits the subrecipient or contractor from using EPA funds to supplant funding provided by the City directly or indirectly to the subrecipient or contractor. (f) If the Subrecipient has received other EPA funds from the City or any other entity, or has received other federal funds, Subrecipient shall not use the EPA funds awarded under this agreement to pay for direct or indirect costs already covered by the other federal funds or EPA fund payments. 5. Record retention and access. During the period that begins on the effective date of this agreement and ends three years after the City submits the final financial report required under the EJG2G grant agreement to the EPA, the Subrecipient shall do the following: (a) The Subrecipient shall maintain all financial records, supporting documents, statistical records, and all other records pertinent to the subaward of EPA funds and this agreement in accordance with generally accepted accounting practices, including the following records: (i) general ledger and subsidiary ledgers used to account for the 4 Rev. 9-6-2024
receipt of EPA funds and the disbursements of EPA funds to meet eligible expenses; (ii) budget records for all fiscal years covered by this agreement; (iii) payroll, time records, human resource records to support costs incurred for payroll expenses related to this agreement; (iv) receipts of purchases made related to this agreement; (v) contracts and subcontracts entered into using EPA funds and all documents related to such contracts; (vi) grant subaward agreements entered into using EPA funds and all documents related to such awards; (vii) all documentation of reports, audits, and other monitoring of contractors, subcontractors, the Subrecipient, and subrecipients; (viii) all documentation supporting the performance outcomes of contracts, subcontracts, grant subaward agreements, and this agreement; (ix) all internal and external email/electronic communications related to use of EPA funds; and (x) all investigative files and inquiry reports involving payment of EPA funds. (b) The Subrecipient shall make the records described in subsection (a) available to the City’s Accounting Manager (the “Accounting Manager”), the City Auditor, any independent auditor, the United States Environmental Protection Agency Office of Inspector General (the “OIG”), the Comptroller General of the United States (the “Comptroller General”), and any of their authorized representatives, at all reasonable times to make audits, examinations, excerpts, and transcripts. If the City requests, the Subrecipient shall obtain and provide to the City, at the Subrecipient’s sole cost, an independent financial audit of the Subrecipient’s use of the EPA funds. (c) The Subrecipient shall make its personnel available at all reasonable times to the Accounting Manager, the City Auditor, any independent auditor, the OIG, the Comptroller General, and any of their authorized representatives, for interviews and discussion related to this agreement and the records described in subsection (a). (d) Upon demand by the City, given in accordance with section 29, the Subrecipient shall reimburse the City for all EPA funds that the Accounting Manager, City Auditor, an independent auditor, the OIG, the Comptroller General, or any of their authorized representatives determines were expended for activities other than Authorized Activities in accordance with this agreement, with reimbursement to be by check payable to the City and delivered to the City at the address shown in section 29. 6. Supervision or discipline of minors. The Subrecipient shall not employ a person, whether as an employee, contractor, or volunteer, in a position with supervisory or disciplinary authority over a minor in connection with this agreement if the person has been convicted of an offense identified in California Public Resources Code section 5164, subdivision (a)(2). To give effect to this section, the Subrecipient shall conduct a criminal background check on 5 Rev. 9-6-2024
each person it employs in a position with supervisory or disciplinary authority over a minor.7. Termination.The City may terminate this agreement if the city manager determines that:(a) The Subrecipient has failed to perform, or has performed unsatisfactorily, any term of this agreement, including failing to use the EPA funds solely for Authorized Activities in accordance with the Federal Award Requirements. (b) The Subrecipient has made (with or without knowledge) any material misrepresentation of any nature with respect to any information or statements furnished to City in connection with this agreement; or (c) There is pending litigation with respect to the performance by Subrecipient of any of its duties or obligations under this agreement that may materially jeopardize or adversely affect the undertaking of or the carrying out of the Authorized Activities. 8. Pass-through entity and subrecipient requirements. The Subrecipient acknowledges that it is a subrecipient as defined in title 2 of the Code of Federal Regulations (“CFR”), section 200.1. In connection with its activities and expenditures related to this agreement, the Subrecipient shall do the following: (a) The Subrecipient shall comply with all federal laws, regulations, and terms of the Federal Award Requirements that apply to a pass-through entity or subrecipient of a subaward of EPA funds, including the applicable provisions of the CFR, as set forth in the federal assistance listing number 66.312; (b) The Subrecipient shall maintain a valid SAM.gov registration; (c) The Subrecipient shall comply with the applicable cost principles in title 2, CFR, part 200, subpart E and, to the extent required, costs must be reasonable, eligible, and allocable as provided in title 2, CFR, sections 200.404 and 200.405; (d) The Subrecipient shall not seek reimbursement for pre-award costs, as defined in title 2, CFR, section 200.458; (e) The Subrecipient shall comply with all laws and regulations, including title 2, CFR, part 200, subpart D, when purchasing equipment or property; 6 Rev. 9-6-2024
(f) The Subrecipient shall comply with the audit requirements in title 2, CFR, part 200, subpart F; (g) The Subrecipient shall enter into a written grant subaward agreement for each subaward of EPA funds that the Subrecipient makes to a subrecipient; (h) The Subrecipient shall enter into a written contract when it purchases goods or services using EPA funds. All procurement contracts using EPA funds must be consistent with the procurement standards set forth in title 2, CFR, sections 200.317 through 200.327; (i) The Subrecipient shall ensure that each written grant subaward agreement for a subaward of EPA funds imposes on the subrecipient all the obligations that this agreement imposes on the Subrecipient;(j) The Subrecipient shall report its subaward and executive compensation information asrequired by title 2, CFR, part 170; (k) The Subrecipient shall report subawards and executive compensation as required by section 15 of the EPA’s general terms and conditions; (l) On a monthly basis, the Subrecipient shall provide the City with a written report on the progress made on the Authorized Activities. This monthly report must include all the following: (1) A performance report consistent with the “Performance Reports – Content” section in the Programmatic Conditions of the EJG2G grant agreement; (2) Data and deliverables (as available); (3) The amount of any subaward and the name of each subaward recipient and the names of any contractors paid with EPA funds and the amount paid;(4) The location of all workplaces where the Subrecipient carries out Authorized Activities; and(5) Any other information the City may request to demonstrate that the EPA funds are being used solely for Authorized Activities and in accordance with all applicable laws. 7 Rev. 9-6-2024
(m) Upon the request of the City, the Subrecipient shall provide the City with an annual recovery plan performance report that provides information on how the Subrecipient is planning to ensure project outcomes are achieved in an effective, efficient, and equitable manner, and the Subrecipient’s progress on key performance indicators determined by the City and identified by the EPA (each such report, a “Report”). If the City requests a Report, the Subrecipient shall deliver the Report to the City no later than July 15 of each year; and (n) The Subrecipient shall provide the City with a closeout report that includes all the following: (i) an itemized list of all expenditures of EPA funds; (ii) the name of each subrecipient of EPA funds; (iii) the name of each contractor who is paid with EPA funds; (iv) the amount of each subaward of EPA funds; (v) the amount of each contract for the purchase of goods or services that is paid for in whole or in part with EPA funds; (vi) a copy of each grant subaward agreement between the Subrecipient and a subrecipient for a subaward of EPA funds; (vii) a copy of each contract for the purchase of goods or services that is paid for in whole or in part with EPA funds; (viii) all information required to be reported under attachment 1; and (ix) any other information that the City may request to demonstrate that the EPA funds were used solely for Authorized Activities in accordance with the Federal Award Requirements. The Subrecipient shall include with the report a certification that it used the EPA funds solely for Authorized Activities in accordance with the Federal Award Requirements. 9. Prevailing wages. If this agreement is for construction, alteration, or repair (including painting and decorating) of public buildings or public works, the Subrecipient shall comply with the provisions of the Davis-Bacon Act (40 U.S.C. §§3141-3148) and all rules, regulations, and orders promulgated under the act. Among other provisions, the Davis-Bacon Act establishes minimum wages and fringe benefits; prohibits deductions or rebates from payments; provides for the withholding of funds to assure compliance with wage provisions; and provides for the termination of the agreement and debarment of the Subrecipient for failure so to comply. Additionally, California state prevailing wages may apply (California Labor Code §1720 et seq.), in which case prevailing wages will be the higher of either the Davis-Bacon wages or the California state prevailing wage, as determined by trade. 10. Debarment certification. (a) Pursuant to title 2 CFR, parts 180 and 200, applicable Executive Orders, and the EPA regulations at title 2, CFR, part 1532 (Nonprocurement Debarment and Suspension), which adopt the common rule for the governmentwide system of debarment and suspension for nonprocurement activities, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise 8 Rev. 9-6-2024
excluded or ineligible for participating in federal assistance programs or activities. By signing this agreement, the Subrecipient warrants and certifies under penalty of perjury under the laws of the State of California that Subrecipient, including any owner, partner, director, officer, or principal of the Subrecipient, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency; (2) Has not within the three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within the three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within the three-year period preceding this certification, of any delinquent federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in 48 CFR Section 52.209-5 of the federal Acquisition Regulations. (b) The Subrecipient shall comply with title 2, CFR, part 180, subpart B before entering into a covered transaction with a participant at the next lower tier. (c) The Subrecipient shall pass the requirement to comply with title 2, CFR, part 180, subpart B, to each person with whom the Subrecipient enters into a coverage transaction at the next lower tier. 9 Rev. 9-6-2024
(d) City will review the federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this agreement. The Subrecipient shall provide immediate written notice to the City if, at any time, the Subrecipient learns this certification is erroneous or has become erroneous by reason of changed circumstances. If the City later determines that the Subrecipient’s warranties and certification in this Section were erroneous, the City may terminate this agreement for default. 11. Equal employment opportunity. (a) During the term of this agreement, the Subrecipient shall: (1) Comply with all federal nondiscrimination laws and equal opportunity laws and regulations, as may be amended from time to time; (2) Not to participate directly or indirectly in the discrimination prohibited by any federal law or regulation, including but not limited to: (1) Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000d et seq.), the EPA’s implementing regulations at title 40, CFR, parts 5 and 7, and any applicable implementing federal directives that may be issued; (2) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.); and (C) Section 324 of title 23 U.S.C., prohibiting discrimination based on gender, Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794), the Age Discrimination Act of 1975, as amended (42 U.S.C. §6101 et seq.), and EPA’s implementing regulations at title 40, CFR, parts 5, 7, and 12; and (3) Permit access to its books, records, accounts, other sources of information, and its facilities as required by the City or the applicable federal agency; (b) If the Subrecipient fails to comply with any nondiscrimination provisions in this agreement, the City and the applicable federal agency will have the right to impose such contract sanctions as they determine are appropriate, including withholding payments to the Subrecipient until the Subrecipient complies, and cancelling, terminating, or suspending this agreement, in whole or in part; and 10 Rev. 9-6-2024
(c) The Subrecipient shall insert the terms of subsections (a) and (b), in every subaward agreement and procurement contract and in every notice of funding availability and solicitation;(d)Compliance with all non-discrimination and equal employment opportunity laws: (1) It is the City’s policy to comply with state and federal laws and regulations including Title VI of the Civil Rights Act of 1964, Americans with Disabilities Act of 1990 (ADA) and other federal and state anti-discrimination laws and regulations. The City does not discriminate on the basis of race, color, sex, creed, religious creed, national origin, age, marital status, ancestry, medical condition, disability (including HIV and AIDS), sexual orientation or gender identity in conducting its business. The City prohibits discrimination by its employees, subrecipients, contractors, and consultants; (2) The Subrecipient assures the City that it complies with, and that the Subrecipient will require that its subrecipients and contractors comply with, all non-discrimination and equal opportunity laws; and (3) The Subrecipient’s failure to comply with these provisions constitutes a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the City may deem appropriate. 12. Prohibition of expending state or federal funds for lobbying. (a) The Subrecipient certifies, to the best of its knowledge or belief, that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to influence an officer or employee of any state or federal agency, a member of the California Legislature or United States Congress, an officer or employee of the California Legislature or Congress, or any employee of a member of the California Legislature or Congress in connection with the awarding of any state or federal contract, the making of any state or federal grant, the making of any state or federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 11 Rev. 9-6-2024
(2) If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or any employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (b) This certification is a material representation of fact upon which reliance was placed when this agreement was entered into. This certification is a prerequisite for making or entering into this agreement imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Subrecipient also agrees, by signing this agreement, that it will require that the language of this certification be included in all lower tier contracts and subawards that exceed $100,000, and that all such subcontractors and subrecipients shall certify and disclose accordingly. (d) The Subrecipient certifies or affirms the truthfulness and accuracy of each statement of its certification and any disclosure. In addition, the Subrecipient understands and agrees that the provisions of Chapter 38 of title 31 of U.S. Code, Administrative Remedies for False Claims and Statements, apply to this certification and any disclosure. 13. Drug-free certification. By signing this agreement, the Subrecipient hereby certifies under penalty of perjury under the laws of the State of California that the Subrecipient will comply with the requirements of title 2, CFR, parts 182 and 1536 (Governmentwide Requirements for Drug-Free Workplace) and will provide a drug-free workplace as required by law, including taking the following actions: (a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited, and specifying actions to be taken against employees for violations; the statement must also let each employee know that, as a condition of employment under any federal award, he or she: (1) Will abide by the terms of the statement; and 12 Rev. 9-6-2024
(2) Must notify the Subrecipient in writing if he or she is convicted for a violation of a criminal drug statute occurring in the workplace and must do so no more than five calendar days after the conviction.(b) Establish a Drug-Free Awareness Program to inform employees about:(1) The dangers of drug abuse in the workplace; (2) The Subrecipient’s policy of maintaining a drug-free workplace; (3) Any available counseling, rehabilitation, and employee assistance programs; and (4) Penalties that may be imposed upon employees for drug abuse violations. (c) Require that a copy of the drug-free workplace policy statement described in Section 13(a) be given to each employee who works on a program funded under this agreement. 14. Conflicts of interest. The Subrecipient, its officers, directors, employees, agents, subrecipients, and contractors shall not have or acquire any interest, directly or indirectly, that creates an actual or apparent conflict with the interests of the City or that in any way hinders the Subrecipient’s performance under this agreement. The Subrecipient shall disclose, in writing to the City, any potential conflict of interest affecting the awarded funds in accordance with title 2, CFR, section 200.112 and must maintain a conflict-of-interest policy consistent with title 2, CFR, section 200.318, subsection (c). 15. Rebates, kickbacks, or other unlawful consideration. (a) Subrecipient warrants that this agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, the City has the right, in its discretion: to terminate this agreement without liability; to pay only for the value of the work actually performed; or to deduct from theagreement price, or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. (b) The Subrecipient shall comply with the Copeland “Anti–Kickback” Act (40 U.S.C. §3145), as supplemented by Department of Labor regulations (title 29, CFR, part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). 13 Rev. 9-6-2024

16. Environmental compliance. The Subrecipient shall comply with all generally applicable federal environmental laws and regulations, including but not limited to the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Executive Order 11738, all EPA regulations (title 40 of the CFR) and all applicable standards, orders, or regulations issued pursuant to title 40 of the CFR. The Subrecipient shall report any violation of these statutes and regulations to the City and understands and agrees that the City will, in turn, report each violation, as required, to assure notification to the EPA regional office. 17. Buy America Act and domestic preferences. The City and Subrecipient shall comply with the Buy America requirement (23 U.S.C. §313). Buy America requires the City and Subrecipient to purchase only steel, iron, and manufactured products produced in the United States, unless the EPA determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall contract by more than 25 percent. In order to use foreign produced items, the Subrecipient must first submit a waiver request to the City that provides an adequate basis and justification for approval by the EPA. The Subrecipient shall provide a preference for the purchase, acquisition, or use of all goods, products, or materials produced in the United States. 18. Recovered materials. (a) In the performance of this agreement, Subrecipient shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired. (b) Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. (c) Subrecipient shall also comply with the requirements of 42 U.S.C. §6962. 19. Compliance with the Contract Work Hours And Safety Standards Act. If Subrecipient or any of its contractors or subrecipients are contracting for work requiring or involving the employment of laborers or mechanics, the following terms shall apply: (a) Overtime requirements. Neither the Subrecipient nor any of its contractors or subrecipients shall require or permit any laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and 14 Rev. 9-6-2024
one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.(b)Violation; liability for unpaid wages; liquidated damages. If the Subrecipient, contractor, or subrecipient violates subsection (a), above, the responsible party is liable for the unpaid wages. In addition, responsible party is liable to the United States for liquidated damages. The liquidated damages will be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of subsection (a), above, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by subsection (a), above. (c)Withholding for unpaid wages and liquidated damages. The City may upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the responsible party under any such contract or any other federal contract with the same responsible party, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same responsible party, such sums as may be determined to be necessary to satisfy any liabilities of responsible party for unpaid wages and liquidated damages as provided in subsection (b) above. (d) Contracts, subcontracts, and subaward agreements. The Subrecipient, contractor, or subrecipient shall insert in any contracts, subcontracts, and subaward agreements the clauses set forth in subsections (a) – (c), above, and also a clause requiring the subrecipients and subcontractors to include these clauses in any lower tier subcontractsand subaward agreements. The Subrecipient shall ensure that all contractors and subrecipients and their lower-tier subcontractors and subrecipients comply with this section. 20. Uniform relocation assistance and real property acquisitions. The Subrecipient shall comply with the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. 15 Rev. 9-6-2024

21. False claims. The Subrecipient understands that making false statements or claims inconnection with this agreement is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. 22. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number 98T89701 awarded to City of Sacramento by the U.S. Environmental Protection Agency.” 23. Increasing seat belt use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), the Subrecipient is encouraged to adopt and enforce on-the job seat belt policies and programs for its employees when operating company-owned, rented or personally owned vehicles. 24. Reducing text messaging while driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), the Subrecipient is encouraged to adopt and enforce policies that ban text messaging while driving and should establish workplace safety policies to decrease accidents caused by distracted drivers. 25. Protections for whistleblowers. In accordance with 41 U.S.C. section 4712, the Subrecipient may not discharge, demote, or otherwise discriminate against any employee in reprisal for disclosing an information the employee reasonably believes is evidence of gross mismanagement of this agreement, a gross waste of federal funds, an abuse of authority related to this agreement, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to this agreement. Subrecipient shall inform its employees, in writing, of the rights and remedies provided to them under this section in the predominant native language of the workforce. 16 Rev. 9-6-2024

26. Trafficking Victims Protection Act Of 2000. The Subrecipient and its subrecipients, contractors, and subcontractors shall not engage in, or use labor recruiters, brokers, orother agents who engage in any of the conduct described in 22 U.S.C. section 7104, subsection (g)(1) – (4).27. Consultant cost cap. The provisions of title 2, CFR, section 1500.10 apply to this agreement. 28. Management fees. The prohibition against management or similar charges as provided in section 9 of the EPA’s general terms and conditions apply to this agreement. 29. Notices. Any notice, request, report, or demand under this agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this section 29 to the persons identified below or their successors. A mailed notice, application, request, report, or demand will be effective or will be considered to have been given on the third calendar day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice, application, request, report, or demand sent in any other manner will be effective or will be considered properly given when actually delivered. Any party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this section. If to the City: City of Sacramento Office of Climate Action and Sustainability 915 I Street, 2nd Floor Sacramento, California 95814 Attention: Sarah Kolarik, Sustainability Analyst Email: [email protected] If to the Subrecipient: Habitat for Humanity of Greater Sacramento 819 N. 10thStreet Sacramento, CA 95811 Attention: Cory Stevenson, Grant Compliance Officer Email: [email protected] 17 Rev. 9-6-2024

30. Effective date. This agreement is effective on the date that all parties have signed it, as indicated by the dates in the signature blocks below.31. Indemnity.The Subrecipient shall defend, hold harmless and indemnify the City, its officers and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by the City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (collectively, “Liabilities”), including Liabilities arising from personal injury or death, damage to personal, real or intellectual property or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way related to this agreement, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment, except that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the sole negligence or willful misconduct of the City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the direct supervision and control of the Subrecipient. 32. Insurance. During the term of this agreement, the Subrecipient shall maintain insurance coverage as follows: (a) Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Subrecipient, its subcontractors, products and completed operations of Subrecipient, its subcontractors, and premises owned, leased, or used by the Subrecipient, its subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy must provide contractual liability and products and completed operations coverage for the term of the policy. The policy must not include an exclusion for sexual abuse, physical abuse, or molestation.(b) The minimum limits of insurance required by section 32(a) may be satisfied by a combination of primary and umbrella or excess insurance coverage; provided that any umbrella or excess insurance must contain, or be endorsed to contain, a provision that it applies on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by the City, its officials, employees, or volunteers is in excess of such umbrella or excess coverage and does not contribute with it. 18 Rev. 9-6-2024
(d) The City, its officials, employees, and volunteers must be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Subrecipient and its subcontractors; products and completed operations of Subrecipient and its subcontractors; and premises owned, leased, or used by Subrecipient and its subcontractors. (e) Workers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than $1,000,000. The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. The Subrecipient shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from an insurer. (f) The policies must contain, or be endorsed to contain, the following provisions: (1) Subrecipient’s insurance coverage, including excess insurance, is primary insurance as respects the City, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees, or volunteers is in excess of Subrecipient’s insurance and does not contribute with it. (2) Any failure to comply with reporting provisions of the policies does not affect coverage provided to the City, its officials, employees, or volunteers. (3) Coverage must state that Subrecipient’s insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (h) The Subrecipient shall provide the City with 30 days’ written notice of cancellation or material change in the policy language or terms. (i) Insurance must be placed with insurers with a Bests’ rating of not less than A:VI. Self-insured retentions, policy terms, or other variations that do not comply with the requirements of this section 32 must be declared to and approved by the City in writing prior to execution of this agreement. (j) The Subrecipient shall furnish the City with certificates evidencing the insurance required. The certificates must be forwarded to the City representative named in 19 Rev. 9-6-2024
section 29. Copies of policies must be delivered to the City on demand. Certificates of insurance must be signed by an authorized representative of the insurance carrier.(k) For all insurance policy renewals during the term of this agreement, the Subrecipientshall send insurance certificates reflecting the policy renewals directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 Insurance certificates also may be faxed to (888) 355-3599, or e-mailed to: [email protected] (l) The City may withdraw its offer of contract or terminate this agreement if the certificates of insurance required have not been provided prior to execution of this agreement. The City may withhold payments to the Subrecipient or terminate the agreement if the insurance is canceled or the Subrecipient otherwise ceases to be insured as required by this section 32. (m) Any available insurance proceeds in excess of the specified minimum limits and coverages must be made available to the City. (n) The Subrecipient’s liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Subrecipient in connection with this agreement. 33. Miscellaneous. (a) Assignment. The Subrecipient may not assign or otherwise transfer this agreement or any interest in it without the City’s written consent, which the City may grant or deny in its sole discretion. An assignment or other transfer made contrary to this section 33(a) is void. (b) Successors and assigns. This agreement binds and inures to the benefit of the successors and assigns of the parties. This section 33(b) does not constitute the City’s consent to any assignment of this agreement or any interest in this agreement. (c) Interpretation. This agreement is to be interpreted and applied in accordance with California law. Attachments 1 - 5 are part of this agreement. 20 Rev. 9-6-2024
(d)Waiver of breach.A party’s failure to insist on strict performance of this agreement or to exercise any right or remedy upon the other party’s breach of this agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of the other party’s breach of any term or provision in this agreement is not a continuing waiver or a waiver of any subsequent breach of the same or any other term or provision. A waiver is binding only if set forth in writing and signed by the waiving party. (e) Severability. If a court with jurisdiction rules that any nonmaterial part of this agreement is invalid, unenforceable, or contrary to law or public policy, then the rest of this agreement remains valid and fully enforceable. (f) Time of essence. Time is of the essence in performing this agreement. (g) Compliance with all laws, requirements, and orders. The Subrecipient shall comply with all applicable laws, regulations, orders of public officials, and requirements in connection with this agreement. (h) Tax implications and consequences. The City makes no representations as to the tax consequences associated with the disbursement of EPA funds related to this agreement, and any determination related to this issue is the sole responsibility of the Subrecipient. Subrecipient acknowledges consulting with its own tax advisors or tax attorneys regarding this transaction or having had an opportunity to do so prior to signing this agreement. Subrecipient acknowledges the City cannot provide advice regarding the tax consequences or implications of the EPA funds disbursed to Subrecipient under the terms of this agreement. (i) Authority to sign. The person signing this agreement on Subrecipient's behalf represents that he or she is authorized to do so and that no further action beyond his or her signature is required to bind Subrecipient to this agreement. City shall have no obligations whatsoever under this agreement, unless and until this agreement is executed by the City Manager or the City Manager’s authorized designee. (j) Counterparts. The parties may sign this agreement in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the agreement have the same binding effect as originals. 21 Rev. 9-6-2024
(k)Electronic signatures. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signatures appearing on this agreement are the same as handwritten signatures for all purposes.(l)Integration and modification. This agreement sets forth the parties’ entire understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersedes all prior or contemporaneous agreements, representations, and negotiations—written, oral, express, or implied—and, except as provided in attachment 2, may be modified only by another written agreement signed by both parties. (Signature Page Follows) 22Rev. 9-6-2024
CITY OF SACRAMENTO,a California municipal corporationBy: ____________________________Ryan Moore, Assistant City ManagerDated: _______________Attest City ClerkBy: ____________________________Deputy City ClerkApproved as to Form City AttorneyBy: ____________________________Deputy City Attorney HABITAT FOR HUMANITY OF GREATER SACRAMENTO, a California nonprofit public benefit corporationBy: ____________________________Leah Miller, President and Chief Executive Officer Dated: ________________

23 Rev. 9-6-2024
Attachment 1Authorized Activities
Sacramento Neighborhood Resilience Pilot Project
1 Attachment 1 Authorized ActivitiesThe Subrecipient shall use the US EPA funds solely to do the following:1. The Subrecipient shall carry out the urban cooling and resiliency strategies identified in subsection 1.(a), below, to counter urban heat-island effect and extreme-weather events in the vulnerable, low-income areas identified in subsection 1.(b), below (the “Project”). The urban cooling and resiliency strategies identified in subsection 1.(a), below, are referred to as the “Project Activities”; the areas identified in subsection 1.(b), below, are referred to as the “Project Focus Areas.” The Subrecipient shall partner with the City, STF, and SCUSD to carry out the Project Activities. (a) Project Activities. The Subrecipient shall do the following: (1) Collaborate with other grant partners to implement the residential cooling and resiliency work. In carrying out this activity, the Subrecipient shall: A. Work with at least 40 low-income households to install one indoor air filter HVAC insert per home, provide one portable indoor air filter per home, design river-friendly landscaping improvements for all home front yards, remove at least 8,000 square feet of grass in total across all front yards, install irrigation equipment as needed in front yards, and plant at least 600 drought tolerant plants in total across all front yards; B. Create a project list summarizing all Project Activities completed in the homes, in addition to any supplemental work complemented in each home;C. Coordinate with STF to plant up to two trees at each of the 40 participating homes; prioritize front yards for tree planting; and plant trees in strategic locations to mitigate the heat island effect and reduce electricity usage by shading buildings; D. Coordinate with the City’s Department of Utilities (“City DOU”) to secure outdoor water conservation rebates and river-friendly landscaping rebates;E. Coordinate with City DOU regarding homes that may need additional support to address indoor and outdoor water leaks; Sacramento Neighborhood Resilience Pilot Project
2 F. Coordinate with the City, STF, and SCUSD to distribute educational materials regarding tree care; urban heat; climate change and resiliency; the benefits of trees; and complementary water conservation, energy efficiency, and electrification topics; G. Follow Habitat’s documented procedures for imposing deed restrictions on homes receiving improvements to ensure long-term affordability; and H. Coordinate with STF on possible residential tree planting events to advance Project Activities; engage volunteers through tree planting events; and provide tree care education at planting events; (2) Leverage other home electrification and rehabilitation efforts serving vulnerable households where possible to recruit participants and minimize duplication of the application and resident enrollment process; (3) Assist with administration of the EPA grant by: A. Participating in monthly subaward coordination meetings and quarterly partner coordination meetings; B. Supporting invoicing and biannual grant reporting by providing documentation as requested; C. Leveraging the Subrecipient’s communication and outreach channels to support other project-related work being implemented by the City; and D. Coordinating with other grant partners as needed (e.g., County of Sacramento, Sacramento Municipal Utility District). (b) Project Focus Areas. The Subrecipient shall carry out the Project Activities only in the following areas: (1) Del Paso Boulevard area: census tracts 6067006300, 6067006400, 6067006501, 6067006502, 6067006600, 6067006703, 6067006704, 6067006705, 6067006706, 6067006801, 6067006802, 6067006803; (2) Meadowview area: census tracts 6067004201, 6067004202, 6067004203, 6067004301, 6067004302, 6067004906, 6067004907, 6067004908, 6067009601; and Sacramento Neighborhood Resilience Pilot Project
3 (3) Stockton Boulevard area: census tracts 6067003102, 6067003202, 6067003700, 6067004401, 6067004402, 6067004603, 6067004604, 6067004701, 6067004702, 6067004801, 6067004802, 6067005002, 6067005003. (c)Project schedule. (1) The Subrecipient shall complete all Project Activities by May 31, 2027 (the “Subaward Period Performance Date”). The Subaward Period Performance Date may be modified only by another written agreement signed by both parties. (2) In carrying out the Project Activities, the Subrecipient shall attempt to follow the schedule in subsection 1.(c)(3), below. Subject to the limitation in subsection 1.(c)(1), above, the Subrecipient may submit email requests for changes to the schedule subsection 1.(c)(3), below, to the City, which the City may approve or deny in its sole discretion. (3) Schedule.

D. To the extent that the City’s ability to fulfill its obligations or exercise its rights under the EJG2G grant agreement depends on the Subrecipient’s assistance, the Subrecipient shall assist the City in fulfilling its obligations or exercising its rights under the EJG2G grant agreement. 2. The Subrecipient shall attempt to achieve the following outcomes in the Project Focus Areas:

A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A MJProject AdministrationResidential ResilienceSchool GreeningNeighborhood Capacity BuildingCY 2027Project Activity MilestoneCY 2024 CY 2025 CY 2026Habitat / SMUD / City identify homes for residential upgradesOutdoor water conservation / river-friendly landscaping upgradesReferrals to Leak Free SacramentoTrees planted at homes receiving upgradesEducation provided to residents who received treesExecute Grant AgreementPerformance measurement monitoring and reportingMonthly meetings with EPA Regional Project OfficerSemi-annual progress reportsProject closeoutPublic outreach summaryEducation provided to students and familiesNeighborhood meetings in target areasPrepare neighborhood celebration materials and resourcesNeighborhood celebrations: cleanup and CERT trainingDevelop AB 617 Steering Committee Training CurriculumConduct AB 617 Steering Committee Training SeriesDevelop school site improvement plansEducational materials developedCampus greening site improvementsVolunteer tree planting events at schoolsTargeted outreach to residential properties along routes to schoolsVolunteer tree planting events at homes along routes to schoolsAir filters installed Sacramento Neighborhood Resilience Pilot Project
4 (a) Increased resident awareness and understanding of: (1) Sustainability topics and actions, including water conservation, air quality issues, and City climate-related resources (like the City’s Xerohome tool); (2) Tree-related topics, including tree care skills, benefits of trees, urban forestry resources, and the urban heat island effect; and (3) Water conservation measures that irrigate trees efficiently; (4) Opportunities for reduced cost assistance for indoor and outdoor leak repairs; (b) Increased number of: (1) Trees in target neighborhoods; (2) Residents participating in tree planting or care; (3) Families participating in efforts to address urban heat and air quality issues; (c) Increased usage of: (1) Indoor air filters to mitigate the health impacts of poor air quality days; (2) The Subrecipient’s Sacramento Shade and NeighborWoods Programs in vulnerable neighborhoods; (3) City Department of Utilities’ river-friendly landscape (RFL) rebates;(4) SMUD Instant Rebate Store; and (d) Decreased water usage. 3. The Subrecipient shall evaluate and report the efficacy of the Project at achieving the outcomes identified in Section 2, above. 24 Rev. 9-6-2024
Attachment 2Approved Budget
Sacramento Neighborhood Resilience Pilot Project
1 Attachment 2 Approved Budget1. Informal budget adjustments.The City, in its sole discretion, may allow the Subrecipient to make budgetary changes that include line-item expenditures among direct costs, changes in key personnel, transferring or contracting out any work (excluding supplies, materials, equipment, or general support services), and making changes in third-party services for central program activities without the need for another written agreement signed by both parties, subject to the following requirements: (i) the Subrecipient shall notify, and must receive approval in writing from, the City before making any change or transfer, and (ii) the changes must not result in any change in the Authorized Activities. 2. Payments to subrecipient. The terms in this section are in addition to those in sections 2 and 3 of the agreement. If there is a conflict between the terms of this section and those in section 2 or 3 of the agreement, the terms of section 2 or 3 of the agreement prevail. The subrecipient is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction. The Subrecipient shall do the following: (a) Submit all invoices and any attachments to [email protected]; (b) Include all the following information with each invoice: (1) Job/project name;(2) City’s current purchase order number;(3) Subrecipient’s invoice number; (4) Date of invoice issuance; (5) City representative identified on the purchase order; (6) Subrecipient’s remit address; (7) Itemized description of items billed under invoice; (8) Itemized description of all applicable taxes (sales, use, excise, etc.); and (9) Total billed to date under agreement. (c) Items must be separated into the budget categories as identified in the budget table below. Expenses should be itemized in sufficient detail to allow the City to determine the allocability and reasonableness of the expense. Invoices that do not conform to the format outlined above will be returned to Subrecipient for correction. City is not responsible for delays in payment to Subrecipient resulting from Subrecipient’s failure to comply with the invoice format described above.

Sacramento Neighborhood Resilience Pilot Project
2 DescriptionPersonnelPosition Title Ave Annual Salary (across 3 years)Ave % of Time Per Y ear for 3 YearsTotal (across 3 years)Homeowner Services (Administrative) $ 60,750.00 6 10,935.00$ Homeowner Services @ $60,750 annual salary X 6% of time on project per year for 3 years = $10,935Construction Site Supervisor $ 81,250.00 24 58,500.00$ Construction Site Supervisor @ $81,250 annual salary X 24% of time on project per year for 3 years = $58,500Total $ 69,435.00 Fringe BenefitsItem Rate Total Personnel CostsTotalEmployee Benefits 20% 69,435 13,887.00$ Employee benefits at 20% of salary (includes medical, dental, life insurance, retirement) = $13,887Total $ 13,887.00 Trav elItem Rate Miles Total $ - Total $ - E quipmentItem Unit Cost Quantity Total $ - Total $ - SuppliesItem Cost per Home Quantity TotalPermit $ 250.00 40 10,000.00$ Permits $250 @ 40 homes = $10,000Outreach materials $ 50.00 120 6,000.00$ Outreach materials $50 @ 120 each = $6,000Application materials $ 10.00 100 1,000.00$ Application materials $10 @ 100 applications = $1,000Drought tolerant plants $ 1,500.00 40 60,000.00$ Drought tolerant plants $1,500 @ 40 homes = $60,000Bark, rock, and/or decomposed granite $ 1,500.00 40 60,000.00$ Bark, rock, and/or decomposed granite $1,500 @ 40 homes = $60,000Weed suppression fabric $ 500.00 40 20,000.00$ Weed barrier fabric $500 @ 40 homes = $20,000Drip line and other irrigation supplies $ 750.00 40 30,000.00$ Irrigation supplies $750 @ 40 homes = $30,000French drains and/or other drainage requirements $ 500.00 40 20,000.00$ Drainage supplies and requirements $500 @ 40 homes = $20,000Air filter $ 300.00 40 12,000.00$ Indoor air filters (insert + portable) $300 @ 40 homesTotal $ 219,000.00 ContractualItem Rate Hours Total $ - Total $ - ConstructionItem Rate (per hour) Hours TotalTree removal contractor $ 90.00 160 14,400.00$ Tree removal $90/hr @ 160 hours = $14,400Plumber $ 50.00 160 8,000.00$ Plumber $50/hr @ 160 hours = $8,000Total $ 22,400.00 OtherItem Cost per Home Quantity TotalDumpster rental $ 550.00 40 22,000.00$ Dumpster rental $550 @ 40 homes = $22,000Equipment rentals (rototiller, stump grinder, sod cutter) $ 750.00 40 30,000.00$ Equipment rentals (rototiller, stump grinder, sod cutter) $750 @ 40 homes = $30,000Porta Potty / Handwashing Station Rental $ 350.00 40 14,000.00$ Porta Potty rental $350 @ 40 homes = $14,000Total $ 66,000.00 Indirect CostsItem Rate MTDC Total10% de minimis rate of MTDC $ 0.10 302,322 30,232.00$ 10% de minimis IDC Rate, rounded down to nearest dollar ($302,322 X 10% = $30,232.00) Total $ 30,232.00 $ 420,954.00 Sacramento Neighborhood Resilience PilotSubaward Budget Detail - Habitat for Humanity of Greater Sacramento (Habitat)6/1/2024 to 5/31/2027 Habitat Subaward Total
25 Rev. 9-6-2024
Attachment 3EJG2G Grant Agreement - Award Letter 98T89701

26 Rev. 9-6-2024
Attachment 4US EPA General Terms and Conditions
Revision History: The Environmental Protection Agency’s General Terms and Conditions are published and become effective October 1stat the start of the federal fiscal year.Any additions, revisions, or changes to the terms and conditions after October 1 will be summarized below. T&C Number Effective Date Description of Changes#48October 23, 2023 Implements new Office of Management and Budget (OMB) guidance on the Buy America preference for infrastructure projects.Table of ContentsPreface.............................................................................................................................................................. 2Financial Information........................................................................................................................................ 3Selected Items of Cost ...................................................................................................................................... 5Reporting and Additional Post-Award Requirements .....................................................................................10Programmatic General Terms and Conditions ................................................................................................24Public Policy Requirements.............................................................................................................................32

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Preface 1. Introduction(a) The recipient and any sub-recipient must comply with the applicable EPA general terms and conditions outlined below. These terms and conditions are in addition to the assurances and certifications made as part of the award and terms, conditions, and restrictions reflected on the official assistance award document. Recipients must review their official award document for additional administrative and programmatic requirements. Failure to comply with the general terms and conditions outlined below and those directly reflected on the official assistance award document may result in enforcement actions as outlined in 2 CFR 200.339 and 200.340.(b) If the EPA General Terms and Conditions have been revised, EPA will update the terms and conditions when it provides additional funding (incremental or supplemental) prior to the end of the period of performance of this agreement. The recipient must comply with the revised terms and conditions after the effective date of the EPA action that leads to the revision. Revised terms and conditions do not apply to the recipient’s expenditures of EPA funds or activities the recipient carries out prior to the effective date of the EPA action. EPA will inform the recipient of revised terms and conditions in the action adding additional funds. 2. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards This award is subject to the requirements of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Title 2 CFR, Parts 200 and 1500. 2 CFR 1500.2, Adoption of 2 CFR Part 200, states the Environmental Protection Agency adopts the Office of Management and Budget (OMB) guidance Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to Non-Federal Entities (subparts A through F of 2 CFR Part 200), as supplemented by 2 CFR Part 1500, as the Environmental Protection Agency (EPA) policies and procedures for financial assistance administration. 2 CFR Part 1500 satisfies the requirements of 2 CFR 200.110(a) and gives regulatory effect to the OMB guidance as supplemented by 2 CFR Part 1500. This award is also subject to applicable requirements contained in EPA programmatic regulations located in 40 CFR Chapter 1 Subchapter B. 2.1 Effective Date and Incremental or Supplemental Funding.Consistent with the OMB Frequently Asked Questions at https://cfo.gov/cofar on Effective Date and Incremental Funding, any new funding through an amendment (supplemental or incremental) on or after December 26, 2014, and any unobligated balances (defined at 2 CFR 200.1) remaining on the award at the time of the amendment, will be subject to the requirements of the Uniform Administrative Requirements, Cost Principles and Audit Requirements (2 CFR Parts 200 and 1500). 3. TerminationConsistent with 2 CFR 200.340, EPA may unilaterally terminate this award in whole or in part:(a) If a recipient fails to comply with the terms and conditions of the award including statutory or regulatory requirements; or

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(b) If the award no longer effectuates the program goals or agency priorities. Situations in which EPA may terminate an award under this provision include when:i.EPA obtains evidence that was not considered in making the award that reveals that specific award objective(s) are ineffective at achieving program goals and EPA determines that it is in the government’s interest to terminate the award; ii. EPA obtains evidence that was not considered in making the award that causes EPA to significantly question the feasibility of the intended objective(s) of the award and EPA determines that it is in the government’s interest to terminate the award; iii. EPA determines that the objectives of the award are no longer consistent with funding priorities for achieving program goals. Financial Information 4. Reimbursement Limitation EPA’s financial obligations to the recipient are limited by the amount of federal funding awarded to date as reflected on the award document. If the recipient incurs costs in anticipation of receiving additional funds from EPA, it does so at its own risk. See 2 CFR 1500.9. 5. Automated Standard Application Payments (ASAP) and Proper Payment Draw Down Electronic Payments. Recipients must be enrolled or enroll in the Automated Standard Application for Payments (ASAP) system to receive payments under EPA financial assistance agreements unless: EPA grants a recipient-specific exception; The assistance program has received a waiver from this requirement; The recipient is exempt from this requirement under 31 CFR 208.4; or, The recipient is a fellowship recipient pursuant to 40 CFR Part 46. EPA will not make payments to recipients until the ASAP enrollment requirement is met unless the recipients fall under one of the above categories. Recipients may request exceptions using the procedures below but only EPA programs may obtain waivers. To enroll in ASAP, complete the ASAP Initiate Enrollment Form located at: https://www.epa.gov/financial/formsand email it to [email protected] mail it to:US Environmental Protection Agency RTP-Finance Center (Mail Code AA216-01)4930 Page Rd. Durham, NC 27711 Under this payment mechanism, the recipient initiates an electronic payment request online via ASAP, which is approved or rejected based on the amount of available funds authorized by EPA in the recipient’s ASAP account. Approved payments are credited to the account at the financial institution of the recipient organization set up by the recipient during the ASAP enrollment process. Additional information concerning ASAP and enrollment can be obtained by contacting the EPA

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Research Triangle Park Finance Center (RTPFC), at [email protected] or 919-541-5347, or by visiting: https://www.fiscal.treasury.gov/asap/.EPA will grant exceptions to the ASAP enrollment requirement only in situations in which the recipient demonstrates to EPA that receiving payment via ASAP places an undue administrative or financial management burden on the recipient or EPA determines that granting the waiver is in the public interest. Recipients may request an exception to the requirement by following the procedures specified in RAIN-2018-G06-R.Proper Payment Drawdown (for recipients other than states) (a) As required by 2 CFR 200.305(b),the recipient must draw funds from ASAP only for the minimum amounts needed for actual and immediate cash requirements to pay employees, contractors, subrecipients or to satisfy other obligations for allowable costs under this assistance agreement. The timing and amounts of the drawdowns must be as close as administratively feasible to actual disbursements of EPA funds. Disbursement within 5 business days of drawdown will comply with this requirement and the recipient agrees to meet this standard when performing this award. (b) Recipients may not retain more than 5% of the amount drawn down, or $1,000 whichever is less, 5 business days after drawdown to materially comply with the standard. Any EPA funds subject to this paragraph that remain undisbursed after 5 business days must be fully disbursed within 15 business days of draw down or be returned to EPA. (c) If the recipient draws down EPA funds in excess of that allowed by paragraph b., the recipient must contact [email protected] for instructions on whether to return the funds to EPA. Recipients must comply with the requirements at 2 CFR 200.305(b)(8) and (9)regarding depositing advances of Federal funds in interest bearing accounts. (d) Returning Funds: Pay.gov is the preferred mechanism to return funds. It is free, secure, paperless, expedient, and does not require the recipient/vendor to create an account. Contact RTPFC-Grants at [email protected] to obtain complete instructions. Additional information is available at the Pay.gov website. Information on how to repay EPA via check is available at https://www.epa.gov/financial/makepayment.Instructions on how to return funds to EPA electronically via ASAP are available at https://www.fiscal.treasury.gov/asap/.(e) Failure on the part of the recipient to materially comply with this condition may, in addition to EPA recovery of the un-disbursed portions of the drawn down funds, lead to changing the payment method from advance payment to a reimbursable basis. EPA may also take other remedies for noncompliance under 2 CFR 200.208 and/or 2 CFR 200.339. (f) If the recipient believes that there are extraordinary circumstances that prevent it from complying with the 5-business day disbursement requirement throughout the performance period of this agreement, recipients may request an exception to the requirement by following the procedures specified in RAIN-2018-G06-R. EPA will grant exceptions to the 5-business day disbursement requirement only if the recipient demonstrates that compliance places an undue

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administrative or financial management burden or EPA determines that granting the exception is in the public interest.Proper Payment Drawdown for State Recipients In accordance with 2 CFR 200.305(a),payments are governed by Treasury-State Cash Management Improvement Act (CMIA) agreements and default procedures codified at 31 CFR Part 205, Subparts A and B and Treasury Financial Manual (TFM) 4A-2000, “Overall Disbursing Rules for All Federal Agencies” unless a program specific regulation (e.g. 40 CFR 35.3160 or 40 CFR 35.3560) provides otherwise. Pursuant to 31 CFR Part 205, Subpart A—Rules Applicable to Federal Assistance Programs Included in a Treasury-State Agreement, States follow their Treasury-State CMIA Agreement for major Federal programs listed in the agreement. For those programs not listed as major in the Treasury-State agreement, the State follows the default procedures in 31 CFR Part 205, Subpart B—Rules Applicable to Federal Assistance Programs Not Included in a Treasury-State Agreement, which directs State recipients to draw-down and disburse Federal financial assistance funds in anticipation of immediate cash needs of the State for work under the award. States must comply with 2 CFR 200.302(a)in reconciling costs incurred and charged to EPA financial assistance agreements at time of close out unless a program specific regulation provides otherwise. Selected Items of Cost 6. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment This term and condition implements 2 CFR 200.216 and is effective for obligations and expenditures of EPA financial assistance funding on or after 8/13/2020. As required by 2 CFR 200.216, EPA recipients and subrecipients, including borrowers under EPA funded revolving loan fund programs, are prohibited from obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). Recipients, subrecipients, and borrowers also may not use EPA funds to purchase: (a) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (b) Telecommunications or video surveillance services provided by such entities or using such equipment.

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(c) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Consistent with 2 CFR 200.471, costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, and cloud servers are allowable except for the following circumstances: (a) Obligating or expending EPA funds for covered telecommunications and video surveillance services or equipment or services as described in 2 CFR 200.216 to: (1) Procure or obtain, extend or renew a contract to procure or obtain; (2)Enter into a contract (or extend or renew a contract) to procure; or (3) Obtain the equipment, services, or systems. Certain prohibited equipment, systems, or services, including equipment, systems, or services produced or provided by entities identified in section 889, are recorded in the System for Award Management exclusion list. 7. Consultant Cap EPA participation in the salary rate (excluding overhead) paid to individual consultants retained by recipients or by a recipient's contractors or subcontractors shall be limited to the maximum daily rate for a Level IV of the Executive Schedule, available at: https://www.opm.gov/policy-data-oversight/pay-leave/salaries-wages/,to be adjusted annually. This limit applies to consultation services of designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not include transportation and subsistence costs for travel performed (the recipient will pay these in accordance with their normal travel reimbursement practices). Information on how to calculate the maximum daily rate and the daily pay limitation is available at the Office Of Personnel Management’s Fact Sheet: How to Compute Rates of Pay and Fact Sheet: Expert and Consultant Pay. Specifically, to determine the maximum daily rate, follow these steps:(1) Divide the Level IV salary by 2087 to determine the hourly rate. Rates must be rounded to the nearest cent, counting one-half cent and over as the next higher cent (e.g., round $18.845 to $18.85).(2) Multiply the hourly rate by 8 hours. The product is the maximum daily rate.Contracts and subcontracts with firms for services that are awarded using the procurement requirements in Subpart D of 2 CFR Part 200 are not affected by this limitation unless the terms of the contract provide the recipient with responsibility for the selection, direction and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation. See

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8. Establishing and Managing Subawards If the recipient chooses to pass funds from this assistance agreement to other entities, the recipient must comply with applicable provisions of 2 CFR Part 200 and the EPA Subaward Policy. As a pass-through entity, the recipient agrees to: 1) Be responsible for selecting subrecipients and as appropriate conducting subaward competitions using a system for properly differentiating between subrecipients and procurement contractors under the standards at 2 CFR 200.331 and EPA’s supplemental guidance in Appendix A of the EPA Subaward Policy. (a) For-profit organizations under EPA financial assistance programs and the pass-through entity must obtain prior written approval from EPA’s Award Official for subawards to these entities unless the EPA- approved budget and work plan for this agreement contain a precise description of such subawards. (b) Stipends and travel assistance for trainees (including interns) and similar individuals who are not are not employees of the pass-through entity must be classified as participant support costs rather than subawards as provided in 2 CFR 200.1Participant support costs, 2 CFR 200.1 Subaward, and EPA’s Guidance on Participant Support Costs. (c) Subsidies, rebates and similar payments to participants in EPA funded programs to encourage environmental stewardship are also classified as Participant support costs as provided in 2 CFR 1500.1 and EPA’s Guidance on Participant Support Costs. 2) Establish and follow a system that ensures all subaward agreements are in writing and contain all of the elements required by 2 CFR 200.332(a). EPA has developed a template for subaward agreements that is available in Appendix D of the EPA Subaward Policy. 3) Prior to making subawards, ensure that each subrecipient has a “Unique Entity Identifier (UEI).” The UEI is required by 2 CFR Part 25 and 2 CFR 200.332(a)(1). Subrecipients are not required to complete full System for Award Management (SAM) registration to obtain a UEI. Information regarding obtaining a UEI is available at the SAM Internet site: https://www.sam.gov/SAM/ and in EPA’s General Term and Condition “System for Award Management and Universal Identifier Requirements” of the pass-through entity’s agreement with the EPA.4) Ensure that subrecipients are aware that they are subject to the same requirements as those that apply to the pass-through entity’s EPA award as required by 2 CFR 200.332(a)(2). These requirements include, among others: (a) Title VI of the Civil Rights Act and other Federal statutes and regulations prohibiting discrimination in Federal financial assistance programs, as applicable. (b) Reporting Subawards and Executive Compensation under Federal Funding Accountability and Transparency Act (FFATA) set forth in the General Condition pass-through entity’s agreement with EPA entitled “Reporting Subawards and Executive Compensation.” (c) Limitations on individual consultant fees as set forth in 2 CFR 1500.10 and the General Condition of the pass-through entity’s agreement with EPA entitled “Consultant Fee Cap.”

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(d) EPA’s prohibition on paying management fees as set forth in General Condition of the pass-through entity’s agreement with EPA entitled “Management Fees.”(e) The Procurement Standards in 2 CFR Part 200 including those requiring competition when the subrecipient acquires goods and services from contractors (including consultants). EPA provides general information on other statutes, regulations and Executive Orders on the Grants internet site at www.epa.gov/grants. Many Federal requirements are agreement or program specific and EPA encourages pass-through entities to review the terms of their assistance agreement carefully and consult with their EPA Project Officer for advice if necessary.5) Ensure, for states and other public recipients, that subawards are not conditioned in a manner that would disadvantage applicants for subawards based on their religious character.6)Establish and follow a system for evaluating subrecipient risks of noncompliance with Federal statutes, regulations and the terms and conditions of the subaward as required by 2 CFR 200.332(b) and document the evaluation. Risk factors may include: (a) Prior experience with same or similar subawards (b) Results of previous audits; (c) Whether new or substantially changed personnel or systems, and; (d) Extent and results of Federal awarding agency or the pass-through entity’s monitoring 7) Establish and follow a process for deciding whether to impose additional requirements on subrecipients based on risk factors as required by 2 CFR 200.332(c). Examples of additional requirements authorized by 2 CFR 200.208 include: (a) Requiring payments as reimbursements rather than advance payments; (b) Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given period of performance; (c) Requiring additional, more detailed financial reports;(d) Requiring additional project monitoring; (e) Requiring the non-Federal entity to obtain technical or management assistance, and (f) Establishing additional prior approvals 8) Establish and follow a system for monitoring subrecipient performance that includes the elements required by 2 CFR 200.332(d) and report the results of the monitoring in performance reports as provided in the reporting terms and conditions of this agreement.9) Establish and maintain an accounting system which ensures compliance with the $25,000 limitation at 2 CFR 200.1, Modified Total Direct Costs, if applicable, on including subaward costs in Modified Total Direct Costs for the purposes of distributing indirect costs. Recipients with Federally approved indirect cost rates that use a different basis for distributing indirect costs to subawards must comply with their Indirect Cost Rate Agreement. 10) Work with EPA’s Project Officer to obtain the written consent of EPA’s Office of International and Tribal Affairs (OITA), prior to awarding a subaward to a foreign or international organization, or a subaward to be performed in a foreign country even if that subaward is described in a proposed scope of work.

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11) Obtain written approval from EPA’s Award Official for any subawards that are not described in the approved work plan in accordance with 2 CFR 200.308.12) Obtain the written approval of EPA’s Award Official prior to awarding a subaward to an individual if the EPA-approved scope of work does not include a description of subawards to individuals.13) Establish and follow written procedures under 2 CFR 200.302(b)(7) for determining that subaward costs are allowable in accordance with 2 CFR Part 200, Subpart E and the terms and conditions of this award. These procedures may provide for allowability determinations on a pre-award basis, through ongoing monitoring of costs that subrecipients incur, or a combination of both approaches provided the pass-through entity documents its determinations.14) Establish and maintain a system under 2 CFR 200.332(d)(3) and 2 CFR 200.521 for issuing management decisions for audits of subrecipients that relate to Federal awards. However, the recipient remains accountable to EPA for ensuring that unallowable subaward costs initially paid by EPA are reimbursed or mitigated through offset with allowable costs whether the recipient recovers those costs from the subrecipient or not. 15) As provided in 2 CFR 200.333, pass-through entities must obtain EPA approval to make fixed amount subawards. EPA is restricting the use of fixed amount subawards to a limited number of situations that are authorized in official EPA pilot projects. Recipients should consult with their EPA Project Officer regarding the status of these pilot projects. By accepting this award, the recipient is certifying that it either has systems in place to comply with the requirements described in Items 1 through 14 above or will refrain from making subawards until the systems are designed and implemented. 9. Management Fees Management Fees or similar charges in excess of the direct costs and approved indirect rates are not allowable. The term "management fees or similar charges" refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses; unforeseen liabilities; or for other similar costs which are not allowable under this assistance agreement. Management fees or similar charges may not be used to improve or expand the project funded under this agreement, except to the extent authorized as a direct cost of carrying out the scope of work. 10. Federal Employees Costs The recipient understands that none of the funds for this project (including funds contributed by the recipient as cost sharing) may be used to pay for the travel of Federal employees or for other costs associated with Federal participation in this project unless a Federal agency will be providing services to the recipient as authorized by a Federal statute. 11. Foreign Travel EPA policy requires that all foreign travel must be approved by its Office of International and Tribal Affairs. The recipient agrees to obtain prior EPA approval before using funds available under this agreement for international travel unless the trip(s) are already described in the EPA approved

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budget for this agreement. Foreign travel includes trips to Mexico and Canada but does not include trips to Puerto Rico, the U.S. Territories or possessions. Recipients that request post-award approval to travel frequently to Mexico and Canada by motor vehicle (e.g., for sampling or meetings) may describe their proposed travel in general terms in their request for EPA approval. Requests for prior approval must be submitted to the Project Officer for this agreement. 12. The Fly America Act and Foreign Travel The recipient understands that all foreign travel funded under this assistance agreement must comply with the Fly America Act. All travel must be on U.S. air carriers certified under 49 U.S.C. Section 40118, to the extent that service by such carriers is available even if foreign air carrier costs are less than the American air carrier. 13. Union Organizing Grant funds may not be used to support or oppose union organizing, whether directly or as an offset for other funds. Reporting and Additional Post-Award Requirements 14. System for Award Management and Universal Identifier Requirements 14.1 Requirement for System for Award Management (SAM) Unless exempted from this requirement under 2 CFR 25.110, the recipient must maintain current information in the SAM. This includes information on the recipient’s immediate and highest level owner and subsidiaries, as well as on all the recipient’s predecessors that have been awarded a Federal contract or Federal financial assistance within the last three years, if applicable, until the submittal of the final financial report required under this award or receipt of the final payment, whichever is later. This requires that the recipient reviews and updates the information at least annually after the initial registration, and more frequently if required by changes in the information or another award term. 14.2 Requirement for Unique Entity Identifier. If the recipient is authorized to make subawards under this award, the recipient: a. Must notify potential subrecipients that no entity (see definition in paragraph 14.3 of this award term) may receive a subaward unless the entity has provided its Unique Entity Identifier. b. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier. Subrecipients are not required to obtain an active SAM registration but must obtain a Unique Entity Identifier. 14.3 Definitions. For the Purpose of this award term: a.System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site: https://www.sam.gov/SAM/.

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b. Unique Entity Identifiermeans the identifier assigned by SAM to uniquely identify business entities c. Entity includes non-Federal entities as defined as 2 CFR 200.1 and also includes all of the following: 14.3.c.1. A foreign organization; 14.3.c.2. A foreign public entity; 14.3.c.3. A domestic for-profit organization; and 14.3.c.4. A domestic or foreign for-profit organization; and 14.3.c.5. A Federal agency. d. Subaward is defined at 2 CFR 200.1 e. Subrecipient is defined at 2 CFR 200.1 15. Reporting Subawards and Executive Compensation 15.1 Reporting of first-tier subawards. a. Applicability. Unless the recipient is exempt as provided in paragraph 15.4. of this award term, the recipient must report each action that obligates $30,000 or more in Federal funds for a subaward to a non-Federal entity or Federal agency (see definitions in paragraph 15.5 of this award term). b. Where and When to Report. (1) The recipient must report each obligating action described in paragraph 15.1.a of this award term to 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 any date during the month of November of a given year, the obligation must be reported by no later than December 31 of that year.) c. What to Report. The recipient must report the information about each obligating action as described in the submission instructions available at: http://www.fsrs.gov. 15.2 Reporting Total Compensation of Recipient Executives.a. Applicability and What to Report. The recipient must report total compensation for each of their five most highly compensated executives for the preceding completed fiscal year, if: 15.2.a.1. The total Federal funding authorized to date under this award is $30,000 or more; 15.2.a.2. In the preceding fiscal year, the recipient received: (i.) 80 percent or more of their 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); (ii.) and $25,000,000 or more in 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 15.2.a.3. The public does not have access to information about the compensation of the executives through periodic reports filed under section

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13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 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.) b. Where and When to Report.The recipient must report executive total compensation described in paragraph 15.2.a of this award term: (i.) As part of the registration System for Award Management profile available at https://www.sam.gov/SAM/ (ii.) By the end of the month following the month in which this award is made, and annually thereafter. 15.3 Reporting Total Compensation of Subrecipient Executives. a. Applicability and What to Report. Unless exempt as provided in paragraph 15.4. of this award term, for each first-tier non-Federal entity subrecipient under this award, the recipient 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: 15.3.a.1. In the subrecipient’s preceding fiscal year, the subrecipient received: (i.) 80 percent 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 (ii.) $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 15.3.a.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 U.S.C. 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.) b. Where and When to Report. The recipient must report subrecipient executive total compensation described in paragraph 15.3.a. of this award term: 15.3.b.1. To the recipient. 15.3.b.2. By the end of the month following the month during which the recipient makes 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), the recipient must report any required compensation information of the subrecipient by November 30 of that year. 15.4 Exemptions a. If, in the previous tax year, the recipient had gross income, from all sources, under $300,000, the recipient is exempt from the requirements to report:

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15.4.a.1. (i) subawards, and (ii) the total compensation of the five most highly compensated executives of any subrecipient.15.5 Definitions. For purposes of this award term: a. Federal Agency means a Federal agency as defined at 5 U.S.C. 551(1) and further clarified by 5 U.S.C 552(f). b. Non-Federal entity means all of the following, as defined in 2 CFR Part 25: (i.) A Governmental organization, which is a State, local government, or Indian tribe; (ii.) A foreign public entity; (iii.) A domestic or foreign nonprofit organization; and (iv.) A domestic or foreign for-profit organization. c. Executive means officers, managing partners, or any other employees in management positions. d. Subaward: 15.5.d.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. 15.5.d.2. The term does not include procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.331). 15.5.d.3. A subaward may be provided through any legal agreement, including an agreement that the recipient or a subrecipient considers a contract. e. Subrecipient means a non-Federal entity or Federal agency that: 15.5.e.1. Receives a subaward from the recipient under this award; and 15.5.e.2. Is accountable to the recipient for the use of the Federal funds provided by the subaward. f. 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)):15.5.f.1. Salary and bonus. 15.5.f.2. Awards of stock, stock options and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. 15.5.f.3. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives and are available generally to all salaried employees. 15.5.f.4.Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

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15.5.f.5. Above-market earnings on deferred compensation which is not tax-qualified.15.5.f.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.16. Recipient Integrity and Performance Matters – Reporting of Matters Related to Recipient Integrity and Performance 16.1 General Reporting RequirementIf the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the responsibility/qualification information) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available. 16.2 Proceedings About Which You Must Report Submit the information required about each proceeding that: a.Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; b. Reached its final disposition during the most recent five-year period; and c. Is one of the following: 16.2.c.1. A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition; 16.2.c.2. A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; 16.2.c.3. An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or16.2.c.4. Any other criminal, civil, or administrative proceeding if:16.2.c.4.1. It could have led to an outcome described in paragraph 16.2.c.1, 16.2.c.2, or 16.2.c.3 of this award term and condition; 16.2.c.4.2. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and

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16.2.c.4.3. The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. 16.3 Reporting ProceduresEnter in SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded. 16.4 Reporting Frequency During any period of time when you are subject to the requirement in paragraph 16.1 of this award term and condition, you must report proceedings information through SAM for the most recent five-year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings. 16.5 Definitions For purposes of this award term and condition: a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes – 16.5.c.1. Only the Federal share of the funding under any Federal award with a recipient cost share or match; and 16.5.c.2. The value of all expected funding increments under a Federal award and options, even if not yet exercised. 17. Federal Financial Reporting (FFR) Pursuant to 2 CFR 200.328 and 2 CFR 200.344, EPA recipients must submit the Federal Financial Report (SF-425) at least annually and no more frequently than quarterly. EPA’s standard reporting frequency is annual unless an EPA Region has included an additional term and condition specifying

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greater reporting frequency within this award document. EPA recipients must submit the SF-425 no later than 30 calendar days after the end of each specified reporting period for quarterly and semi-annual reports and 90 calendar days for annual reports. Final reports are due no later than 120 calendar days after the end date of the period of performance of the award. Extension of reporting due dates may be approved by EPA when requested and justified by the recipient. The FFR form is available on the internet at: https://www.epa.gov/grants/sf-425-federal-financial-report. All FFRs must be submitted to the Research Triangle Park Finance Center (RTPFC) via email at [email protected] mail it to:US Environmental Protection Agency RTP-Finance Center (Mail Code AA216-01)4930 Page Rd.Durham, NC 27703 The RTPFC will make adjustments as necessary, to obligated funds after reviewing and accepting a final Federal Financial Report. Recipients will be notified and instructed by EPA if they must complete any additional forms for the closeout of the assistance agreement.18. Indirect Cost Rate Agreements This term and condition provides requirements for recipients using EPA funds for indirect costs and applies to all EPA assistance agreements unless there are statutory or regulatory limits on IDCs. See also EPA’s Indirect Cost Policy for Recipients of EPA Assistance Agreements (IDC Policy).In order for the assistance agreement recipient to use EPA funding for indirect costs, the IDC category of the recipient’s assistance agreement award budget must include an amount for IDCs and at least one of the following must apply: With the exception of “exempt” agencies and Institutions of Higher Education as noted below, all recipients must have one of the following current (not expired) IDC rates, including IDC rates that have been extended by the cognizant agency: Provisional Final Fixed rate with carry-forward Predetermined 10% de minimis rate of modified total direct costs authorized by 2 CFR 200.414(f) EPA-approved use of an expired fixed rate with carry-forward on an exception basis, as detailed in section 6.4.a. of the IDC Policy “Exempt” state of local governmental departments or agencies are agencies that receive up to and including $35,000,000 in Federal funding per the department or agency’s fiscal year, and must have an IDC rate proposal developed in accordance with 2 CFR Part 200, Appendix VII, with documentation maintained and available for audit. Institutions of Higher Education must use the IDC rate in place at the time of award for the life of the assistance agreement (unless the rate was provisional at time of award, in which

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case the rate will change once it becomes final). As provided by 2 CFR Part 200, Appendix III(C)(7), the term “life of the assistance agreement”, means each competitive segment of the project. Additional information is available in the regulation. IDCs incurred during any period of the assistance agreement that are not covered by the provisions above are not allowable costs and must not be drawn down by the recipient. Recipients may budget for IDCs if they have submitted a proposed IDC rate to their cognizant Federal agency or requested an exception from EPA under subsection 6.4 of the IDC Policy. However, recipients may not draw down IDCs until their rate is approved, if applicable, or EPA grants an exception. IDC drawdowns must comply with the indirect rate corresponding to the period during which the costs were incurred. This term and condition does not govern indirect rates for subrecipients or recipient procurement contractors under EPA assistance agreements. Pass-through entities are required to comply with 2 CFR 200.332(a)(4)(i) and (ii) when establishing indirect cost rates for subawards. 19. Audit Requirements In accordance with 2 CFR 200.501(a), the recipient hereby agrees to obtain a single audit from an independent auditor, if their organization expends $750,000 or more in total Federal funds in their fiscal year for that year. The recipient must submit the form SF-SAC and a Single Audit Report Package within 9 months of the end of the recipient’s fiscal year or 30 days after receiving the report from an independent auditor. The SF-SAC and a Single Audit Report Package MUST be submitted using the Federal Audit Clearinghouse’s Internet Data Entry System available at: https://facides.census.gov/. For complete information on how to accomplish the single audit submissions, the recipient will need to visit the Federal Audit Clearinghouse Web site: https://facweb.census.gov/ 20. Closeout Requirements Reports required for closeout of the assistance agreement must be submitted in accordance with this agreement. Submission requirements and frequently asked questions can also be found at: https://www.epa.gov/grants/frequent-questions-about-closeouts 21. Suspension and Debarment Recipient shall fully comply with Subpart C of 2 C.F.R. Part 180 entitled, “Responsibilities of Participants Regarding Transactions Doing Business With Other Persons,” as implemented and supplemented by 2 C.F.R. Part 1532. Recipient is responsible for ensuring that any lower tier covered transaction, as described in Subpart B of 2 C.F.R. Part 180, entitled “Covered Transactions,” and 2 C.F.R. § 1532.220, includes a term or condition requiring compliance with 2 C.F.R. Part 180, Subpart C. Recipient is responsible for further requiring the inclusion of a similar term and condition in any subsequent lower tier covered transactions. Recipient acknowledges that failing to disclose

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the information required under 2 C.F.R. § 180.335 to the EPA office that is entering into the transaction with the recipient may result in the delay or negation of this assistance agreement, or pursuance of administrative remedies, including suspension and debarment. Recipients may access the System for Award Management (SAM) exclusion list at https://sam.gov/SAM/ to determine whether an entity or individual is presently excluded or disqualified.22. Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law This award is subject to the provisions contained in an appropriations act(s) which prohibits the Federal Government from entering into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to any corporation having a delinquent Federal tax liability or a felony conviction under any Federal law, unless the agency has considered suspension or debarment of the corporation and has made a determination that this further action is not necessary to protect the interests of the Government. A “corporation” is a legal entity that is separate and distinct from the entities that own, manage, or control it. It is organized and incorporated under the jurisdictional authority of a governmental body, such as a State or the District of Columbia. A corporation may be a for-profit or non-profit organization. As required by the appropriations act(s) prohibitions, the Government will not enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee with any corporation that — (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government. By accepting this award, the recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. Alternatively, by accepting this award, the recipient represents that it disclosed unpaid Federal tax liability information and/or Federal felony conviction information to the EPA. The recipient may accept this award if the EPA Suspension and Debarment Official has considered suspension or

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debarment of the corporation based on tax liabilities and/or Federal felony convictions and determined that suspension or debarment is not necessary to protect the Government’s interests. If the recipient fails to comply with this term and condition, EPA will annul this agreement and may recover any funds the recipient has expended in violation of the appropriations act(s) prohibition(s). The EPA may also pursue other administrative remedies as outlined in 2 CFR 200.339 and 2 CFR 200.340, and may also pursue suspension and debarment.23. Disclosing Conflict of Interest23.1 For Award to Non-Federal Entities and Individuals (other than states and fellowship recipients under 40 CFR Part 46) As required by 2 CFR 200.112, EPA has established a policy (COI Policy) for disclosure of conflicts of interest (COI) that may affect EPA financial assistance awards. EPA’s COI Policy is posted at https://www.epa.gov/grants/epas-financial-assistance-conflict-interest-policy. The posted version of EPA’s COI Policy is applicable to new funding (initial awards, supplemental and incremental funding) awarded on or after October 1, 2015. For competitive awards, recipients must disclose any competition related COI described in section 4.0(a) of the COI Policy that are discovered after award to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of discovery of the COI. The Grants Specialist will respond to any such disclosure within 30 calendar days. EPA’s COI Policy requires that recipients have systems in place to address, resolve and disclose to EPA COIs described in sections 4.0(b), (c) and/or (d) of the COI Policy that affect any contract or subaward regardless of amount funded under this award. The recipient’s COI Point of Contact for the award must disclose any COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of the discovery of the potential COI and their approach for resolving the COI. EPA’s COI Policy requires that subrecipients have systems in place to address, resolve and disclose COI’s described in section 4.0(b)(c) and (d) of the COI Policy regardless of the amount of the transaction. Recipients who are pass-through entities as defined at 2 CFR 200.1 must require that subrecipients being considered for or receiving subawards disclose COI to the pass-through entities in a manner that, at a minimum, is in accordance with sections 5.0(d) and 7.0(c) of EPA’s COI Policy. Pass-through entities must disclose the subrecipient COI along with the approach for resolving the COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of receiving notification of the COI by the subrecipient.

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EPA only requires that recipients and subrecipients disclose COI’s that are discovered under their systems for addressing and resolving COI. If recipients or subrecipients do not discover a COI, they do not need to advise EPA or the pass-through entity of the absence of a COI. Upon notice from the recipient of a potential COI and the approach for resolving it, the Agency will then make a determination regarding the effectiveness of these measures within 30 days of receipt of the recipient’s notice unless a longer period is necessary due to the complexity of the matter. Recipients may not request payment from EPA for costs for transactions subject to the COI pending notification of EPA’s determination. Failure to disclose a COI may result in cost disallowances. Disclosure of potential COI will not necessarily result in EPA disallowing costs, with the exception of procurement contracts that the Agency determines violate 2 CFR 200.318(c)(1) or (2), provided the recipient notifies EPA of measures the recipient or subrecipient has taken to eliminate, neutralize or mitigate the conflict of interest when making the disclosure. 23.2 For Awards to States Including State Universities that are State Agencies or Instrumentalities As required by 2 CFR 200.112, EPA has established a policy (COI Policy) for disclosure of conflicts of interest (COI) that may affect EPA financial assistance awards. EPA’s COI Policy is posted at: https://www.epa.gov/grants/epas-financial-assistance-conflict-interest-policy. The posted version of EPA’s COI Policy is applicable to new funding (initial awards, supplemental, incremental funding) awarded on or after October 1, 2015. For competitive awards, recipients must disclose any competition related COI described in section 4.0(a) of the COI Policy that are discovered after award to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of discovery of the COI. The Grants Specialist will respond to any such disclosure within 30 calendar days. States including state universities that are state agencies and instrumentalities receiving funding from EPA are only required to disclose subrecipient COI as a pass-through entity as defined by 2 CFR 200.1. Any other COI are subject to state laws, regulations and policies. EPA’s COI Policy requires that subrecipients have systems in place to address, resolve and disclose COIs described in section 4.0(b)(c) and (d) of the COI Policy that arise after EPA made the award regardless of the amount of the transaction. States who are pass-through entities as defined at 2 CFR 200.1 must require that subrecipients being considered for or receiving subawards disclose COI to the state in a manner that, as a minimum, in accordance with sections 5.0(d) and 7.0(c) of EPA’s COI Policy. States

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must disclose the subrecipient COI along with the approach for resolving the COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of receiving notification of the COI by the subrecipient. EPA only requires that subrecipients disclose COI’s to state pass-through entities that are discovered under their systems for addressing, resolving, and disclosing COI. If subrecipients do not discover a COI, they do not need to advise state pass-through entities of the absence of a COI.Upon receiving notice of a potential COI and the approach for resolving it, the Agency will make a determination regarding the effectiveness of these measures within 30 days of receipt of the state’s notice of a subrecipient COI unless a longer period is necessary due to the complexity of the matter. States may not request payment from EPA for costs for transactions subject to the COI pending notification of EPA’s determination. A subrecipient’s failure to disclose a COI to the state and EPA may result in cost disallowances. Disclosure of potential subrecipient COI will not necessarily result in EPA disallowing costs, with the exception of procurement contracts that the Agency determines violate 2 CFR 200.318(c)(1) or (2), provided the subrecipient has taken measures that EPA and the state agree eliminate, neutralize or mitigate the conflict of interest.24. Transfer of Funds24.1 Transfer of Funds Applicable to all assistance agreements other than Continuing Environmental Program Grants subject to 40 CFR 35.114 and 40 CFR 35.514 when EPA’s share of the total project costs exceeds the Simplified Acquisition Threshold. Simplified Acquisition Threshold is defined at 2 CFR 200.1 and is currently set at $250,000 but the amount is subject to adjustment. (1) As provided at 2 CFR 200.308(f), the recipient must obtain prior approval from EPA’s Grants Management Officer if the cumulative amount of funding transfers among direct budget categories or programs, functions and activities exceeds 10% of the total budget. Recipients must submit requests for prior approval to the Grant Specialist and Grants Management Officer with a copy to the Project Officer for this agreement.(2) Recipients must notify EPA’s Grant Specialist and Project Officer of cumulative funding transfers among direct budget categories or programs, functions and activities that do not exceed 10% of the total budget for the agreement. Prior approval by EPA’s Grant Management Officer is required if the transfer involves any of the items listed in 2 CFR 200.407 that EPA did not previously approve at time of award or in response to a previous post-award request by the recipient.24.2 Post-Award Changes for Continuing Environmental Program Grants Applicable to Continuing Environmental Program Grants subject to 40 CFR 35.114 and 40 CFR 35.514 when EPA’s share of the total project costs exceeds the Simplified Acquisition Threshold.

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Simplified Acquisition Threshold is defined at 2 CFR 200.1 and is currently set at $250,000 but the amount is subject to adjustment.To determine if a post-award change in work plan commitments is significant and requires prior written approval for the purposes of 40 CFR §35.114(a) or 40 CFR §35.514(a), the recipient agrees to consult the EPA Project Officer (PO) before making the change. The term work plan commitments is defined at 40 CFR §35.102.If the PO determines the change is significant, the recipient cannot make the change without prior written approval by the EPA Award Official or Grants Management Officer. The recipient must obtain written approval from the EPA Award Official prior to transferring funds from one budget category to another if the EPA Award Official determines that such transfer significantly changes work plan commitment(s). All transfers must be reported in required performance reports. In addition, unless approved with the budget at the time of award, Continuing Environmental Program (CEP) recipients must also obtain prior written approval from the EPA Award Official or Grants Management Officer to use EPA funds for directly charging compensation for administrative and clerical personnel under 2 CFR 200.413(c) and the General Provisions for Selected Items of Cost allowability at 2 CFR 200.420 through 200.476 as supplemented by EPA’s Guidance on Selected Items of Cost. The recipient is not required to obtain prior written approval from the EPA Award Official for other items requiring prior EPA approval listed in 2 CFR §§ 200.407. 25. Electronic/Digital Signatures on Financial Assistance Agreement Form(s)/Document(s) Throughout the life of this assistance agreement, the recipient agrees to ensure that any form(s)/document(s) required to be signed by the recipient and submitted to EPA through any means including but not limited to hard copy via U.S. mail or express mail, hand delivery or through electronic means such as e-mail are: (1) signed by the individual identified on the form/document, and (2) the signer has the authority to sign the form/document for the recipient. Submission of any signed form(s)/document(s) is subject to any provisions of law on making false statements (e.g., 18 U.S.C. 1001). 26. Extension of Project/Budget Period Expiration Date EPA has not exercised the waiver option to allow automatic one-time extensions for non-research grants under 2 CFR 200.308(e)(2). Therefore, if a no-cost time extension is necessary to extend the period of availability of funds, the recipient must submit a written request to the EPA prior to the budget/project period expiration dates. The written request must include: a justification describing the need for additional time, an estimated date of completion, and a revised schedule for project completion including updated milestone target dates for the approved workplan activities. In addition, if there are overdue reports required by the general, administrative, and/or programmatic terms and conditions of this assistance agreement, the recipient must ensure that they are submitted along with or prior to submitting the no-cost time extension request.

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27. Utilization of Disadvantaged Business Enterprises General Compliance, 40 CFR, Part 33The recipient agrees to comply with the requirements of EPA's Disadvantaged Business Enterprise (DBE) Program for procurement activities under assistance agreements, contained in 40 CFR, Part 33. The following text provides updates to 40 CFR, Part 33 based upon the associated class exception or highlights a requirement. 1) EPA MBE/WBE CERTIFICATION, 40 CFR, Part 33, Subpart B EPA no longer certifies entities as Minority-Owned Business Entities (MBEs) or Women-Owned Business Entities (WBEs) pursuant to a class exception issued in October 2019. The class exception was authorized pursuant to the authority in 2 CFR, Section 1500.4(b). 2) SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C Pursuant to 40 CFR Section 33.301, the recipient agrees to make good faith efforts whenever procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to require that sub-recipients, loan recipients, and prime contractors also comply. Records documenting compliance with the six good faith efforts shall be retained. The specific six good faith efforts can be found at: 40 CFR Section 33.301 (a)-(f). However, in EPA assistance agreements that are for the benefit of Native Americans, the recipient must solicit and recruit Native American organizations and Native American-owned economic enterprises and give them preference in the award process prior to undertaking the six good faith efforts (40 CFR Section 33.304). If recruiting efforts are unsuccessful, the recipient must follow the six good faith efforts. 3) CONTRACT ADMINISTRATION PROVISIONS, 40 CFR, Section 33.302 The recipient agrees to comply with the contract administration provisions of 40 CFR Section 33.302 (a)-(d) and (i). 4) BIDDERS LIST, 40 CFR Section 33.501(b) and (c) Recipients of a Continuing Environmental Program Grant or other annual reporting grant, agree to create and maintain a bidders list. Recipients of an EPA financial assistance agreement to capitalize a revolving loan fund also agree to require entities receiving identified loans to create and maintain a bidders list if the recipient of the loan is subject to, or chooses to follow, competitive bidding requirements. Please see 40 CFR Section 33.501 (b) and (c) for specific requirements and exemptions. 5) FAIR SHARE OBJECTIVES, 40 CFR, Part 33, Subpart DIn June 2023, EPA reinstated the requirements under 40 CFR, Part 33, Subpart D. Unless the recipient is exempted from these requirements as outlined in 40 CFR 33.411, the recipient agrees to submit fair share objectives for EPA approval within 120 days of acceptance of this award, and, once approved, apply them to procurements under this award in accordance with Subpart D. See RAIN-2023-G02 for information on EPA’s reinstatement of the fair share objectives.

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6) MBE/WBE REPORTING, 40 CFR, Part 33, Subpart E When required, the recipient agrees to complete and submit a “MBE/WBE Utilization Under Federal Grants and Cooperative Agreements” report (EPA Form 5700-52A) on an annual basis. The current EPA Form 5700-52A can be found at the EPA Grantee Forms Page at https://www.epa.gov/system/files/documents/2021-08/epa_form_5700_52a.pdf . Reporting is required for assistance agreements where funds are budgeted for procuring construction, equipment, services and supplies (including funds budgeted for direct procurement by the recipient or procurement under subawards or loans in the “Other” category) with a cumulative total that exceed the Simplified Acquisition Threshold (SAT) (currently, $250,000 however the threshold will be automatically revised whenever the SAT is adjusted; See 2 CFR Section 200.1), including amendments and/or modifications. When reporting is required, all procurement actions are reportable, not just the portion which exceeds the SAT. Annual reports are due by October 30th of each year. Final reports are due 120 days after the end of the project period. This provision represents an approved exception from the MBE/WBE reporting requirements as described in 40 CFR Section 33.502 7) MBE/WBE RECORDKEEPING, 40 CFR, Part 33, Subpart E The recipient agrees to comply with all recordkeeping requirements as stipulated in 40 CFR, Part 33, Subpart E including creating and maintain a bidders list, when required. Any document created as a record to demonstrate compliance with any requirements of 40 CRF, Part 33 must be maintained pursuant to the requirements stated in this Subpart. Programmatic General Terms and Conditions 28. Sufficient ProgressEPA will measure sufficient progress by examining the performance required under the workplan in conjunction with the milestone schedule, the time remaining for performance within the project period and/or the availability of funds necessary to complete the project. EPA may terminate the assistance agreement for failure to ensure reasonable completion of the project within the project period. 29. Copyrighted Material and Data In accordance with 2 CFR 200.315, EPA has the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement for Federal purposes.

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Examples of a Federal purpose include but are not limited to: (1) Use by EPA and other Federal employees for official Government purposes; (2) Use by Federal contractors performing specific tasks for [i.e., authorized by] the Government; (3) Publication in EPA documents provided the document does not disclose trade secrets (e.g. software codes) and the work is properly attributed to the recipient through citation or otherwise; (4) Reproduction of documents for inclusion in Federal depositories; (5) Use by State, tribal and local governments that carry out delegated Federal environmental programs as “co-regulators” or act as official partners with EPA to carry out a national environmental program within their jurisdiction and; (6) Limited use by other grantees to carry out Federal grants provided the use is consistent with the terms of EPA’s authorization to the other grantee to use the copyrighted works or other data.Under Item 6, the grantee acknowledges that EPA may authorize another grantee(s) to use the copyrighted works or other data developed under this grant as a result of: The selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data, or Termination or expiration of this agreement. In addition, EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under this grant to perform another grant when such use promotes efficient and effective use of Federal grant funds. 30. Patents and Inventions Rights to inventions made under this assistance agreement are subject to federal patent and licensing regulations, which are codified at Title 37 CFR Part 401 and Title 35 USC Sections 200-212. Pursuant to the Bayh-Dole Act (set forth in 35 USC 200-212), EPA retains the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the assistance agreement holder, as defined in the Act. To streamline the invention reporting process and to facilitate compliance with the Bayh-Dole Act, the recipient must utilize the Interagency Edison extramural invention reporting system at https://www.nist.gov/iedison. Annual utilization reports must be submitted through the system. The recipient is required to notify the Project Officer identified on the award document when an invention report, patent report, or utilization report is filed at https://www.nist.gov/iedison.EPA elects not to require the recipient to provide a report prior to the close-out of a funding agreement listing all subject inventions or stating that there were none. In accordance with Executive Order 12591, as amended, government owned and operated laboratories can enter into cooperative research and development agreements with other federal laboratories, state and local governments, universities, and the private sector, and license, assign, or waive rights to intellectual property “developed by the laboratory either under such cooperative research or development agreements and from within individual laboratories.”

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31. Acknowledgement Requirements for Non-ORD Assistance Agreements The recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this assistance agreement shall contain the following statement:“This project has been funded wholly or in part by the United States Environmental Protection Agency under assistance agreement (number) to (recipient). The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does the EPA endorse trade names or recommend the use of commercial products mentioned in this document.” Recipients of EPA Office of Research Development (ORD) research awards must follow the acknowledgement requirements outlined in the research T&Cs available at: https://www.nsf.gov/awards/managing/rtc.jsp. In accordance with the Research Terms and Conditions Overlay to the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (Uniform Guidance), 2 CFR §200, recipients of EPA ORD research must abide by the research T&Cs. 32. Electronic and Information Technology Accessibility Recipients are subject to the program accessibility provisions of Section 504 of the Rehabilitation Act, codified in 40 CFR Part 7, which includes an obligation to provide individuals with disabilities reasonable accommodations and an equal and effective opportunity to benefit from or participate in a program, including those offered through electronic and information technology (“EIT”). In compliance with Section 504, EIT systems or products funded by this award must be designed to meet the diverse needs of users (e.g., U.S. public, recipient personnel) without barriers or diminished function or quality. Systems shall include usability features or functions that accommodate the needs of persons with disabilities, including those who use assistive technology. At this time, the EPA will consider a recipient’s websites, interactive tools, and other EIT as being in compliance with Section 504 if such technologies meet standards established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194. While Section 508 does not apply directly to grant recipients, we encourage recipients to follow either the 508 guidelines or other comparable guidelines that concern accessibility to EIT for individuals with disabilities. Recipients may wish to consult the latest Section 508 guidelines issued by the U.S. Access Board or W3C’s Web Content Accessibility Guidelines (WCAG) 2.0 (see https://www.access- board.gov/about/policy/accessibility.html). 33. Human Subjects Human subjects research is any activity that meets the regulatory definitions of both research AND human subject. Research is a systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalizable knowledge. Human subject means a living individual about whom an investigator (whether professional or student) conducting research obtains (1) data through intervention or interaction with the individual, or (2) identifiable private information. [40 CFR 26.102 (d)(f)]

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No research involving human subjects will be conducted under this agreement without prior written approval of the EPA to proceed with that research. If engaged in human subjects research as part of this agreement, the recipient agrees to comply with all applicable provisions of EPA Regulation 40 CFR 26 (Protection of Human Subjects). This includes, at Subpart A, the Basic Federal Policy for the Protection of Human Research Subjects, also known as the Common Rule. It also includes, at Subparts B, C, and D, prohibitions and additional protections for children, nursing women, pregnant women, and fetuses in research conducted or supported by EPA. The recipient further agrees to comply with EPA’s procedures for oversight of the recipient’s compliance with 40 CFR 26, as given in EPA Order 1000.17 Change A1 (Policy and Procedures on Protection of Human Research Subjects in EPA Conducted or Supported Research). As per this order, no human subject may be involved in any research conducted under this assistance agreement, including recruitment, until the research has been approved or determined to be exempt by the EPA Human Subjects Research Review Official (HSRRO) after review of the approval or exemption determination of the Institutional Review Board(s) (IRB(s)) with jurisdiction over the research under 40 CFR 26. For HSRRO approval, the recipient must forward to the Project Officer: (1) copies of all documents upon which the IRB(s) with jurisdiction based their approval(s) or exemption determination(s), (2) copies of the IRB approval or exemption determination letter(s), (3) copy of the IRB-approved consent forms and subject recruitment materials, if applicable, and (4) copies of all supplementary IRB correspondence. Following the initial approvals indicated above, the recipient must, as part of the annual report(s), provide evidence of continuing review and approval of the research by the IRB(s) with jurisdiction, as required by 40 CFR 26.109(e). Materials submitted to the IRB(s) for their continuing review and approval are to be provided to the Project Officer upon IRB approval. During the course of the research, investigators must promptly report any unanticipated problems involving risk to subjects or others according to requirements set forth by the IRB. In addition, any event that is significant enough to result in the removal of the subject from the study should also be reported to the Project Officer, even if the event is not reportable to the IRB of record. 34. Animal Subjects The recipient agrees to comply with the Animal Welfare Act of 1966 (P.L. 89-544), as amended, 7 USC 2131- 2156. Recipient also agrees to abide by the “U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training.” (Federal Register 50(97): 20864-20865. May 20,1985). The nine principles can be viewed at https://olaw.nih.gov/policies-laws/phs-policy.htm. For additional information about the Principles, the recipient should consult the Guide for the Care and Use of Laboratory Animals,prepared by the Institute of Laboratory Animal Resources, National Research Council.

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35. Light Refreshments and/or Meals (a)APPLICABLE TO ALL AGREEMENTS EXCEPT STATE CONTINUING ENVIRONMENTAL PROGRAMS (AS DESCRIBED BELOW): Unless the event(s) and all of its components are described in the approved workplan, the recipient agrees to obtain prior approval from EPA for the use of grant funds for light refreshments and/or meals served at meetings, conferences, training workshops and outreach activities (events). The recipient must send requests for approval to the EPA Project Officer and include:(1) An estimated budget and description for the light refreshments, meals, and/or beverages to be served at the event(s)(2) A description of the purpose, agenda, location, length, and timing for the event, and (3) An estimated number of participants in the event and a description of their roles Costs for light refreshments and meals for recipient staff meetings and similar day-to-day activities are not allowable under EPA assistance agreements. Recipients may address questions about whether costs for light refreshments, and meals for events may be allowable to the recipient’s EPA Project Officer; however, the Agency Award Official or Grant Management Officer will make final determinations on allowability. Agency policy prohibits the use of EPA funds for receptions, banquets and similar activities that take place after normal business hours unless the recipient has provided a justification that has been expressly approved by EPA's Award Official or Grants Management Officer. EPA funding for meals, light refreshments, and space rental may not be used for any portion of an event where alcohol is served, purchased, or otherwise available as part of the event or meeting, even if EPA funds are not used to purchase the alcohol. Note: U.S. General Services Administration regulations define light refreshments for morning, afternoon or evening breaks to include, but not be limited to, coffee, tea, milk, juice, soft drinks, donuts, bagels, fruit, pretzels, cookies, chips, or muffins. (41 CFR 301-74.7) (b) FOR STATE CONTINUING ENVIROMENTAL PROGRAM GRANT RECIPIENTS EXCLUDING STATE UNIVERSITIES: If the state maintains systems capable of complying with federal grant regulations at 2 CFR 200.432 and 200.438, EPA has waived the prior approval requirements for the use of EPA funds for light refreshments and/or meals served at meetings, conferences, and training, as described above. The state may follow its own procedures without requesting prior approval from EPA. However, notwithstanding state policies, EPA funds may not be used for (1) evening receptions, or (2) other evening events (with the exception of working meetings). Examples of working meetings include those evening events in which small groups discuss technical subjects on the basis of a structured agenda or there are presentations being conducted by experts. EPA funds for meals, light refreshments, and space rental may not be used for any portion of an event (including evening

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working meetings) where alcohol is served, purchased, or otherwise available as part of the event or meeting, even if EPA funds are not used to purchase the alcohol.By accepting this award, the state is certifying that it has systems in place (including internal controls) to comply with the requirements described above. 36. Tangible Personal Property 36.1 Reporting pursuant to 2 CFR 200.312 and 200.314, property reports, if applicable, are required for Federally-owned property in the custody of a non-Federal entity upon completion of the Federal award or when the property is no longer needed. Additionally, upon termination or completion of the project, residual unused supplies with a total aggregate fair market value exceeding $5,000 not needed for any other Federally-sponsored programs or projects must be reported. For Superfund awards under Subpart O, refer to 40 CFR 35.6340 and 35.6660 for property reporting requirements. Recipients should utilize the Tangible Personal Property Report form series (SF-428) to report tangible personal property. 36.2 Disposition 36.2.1. Most Recipients. Consistent with 2 CFR 200.313, unless instructed otherwise on the official award document, this award term, or at closeout, the recipient may keep the equipment and continue to use it on the project originally funded through this assistance agreement or on other federally funded projects whether or not the project or program continues to be supported by Federal funds. 36.2.2. State Agencies. Per 2 CFR 200.313(b), state agencies may manage and dispose of equipment acquired under this assistance agreement in accordance with state laws and procedures. 36.2.3. Superfund Recipients. Equipment purchased under Superfund projects is subject to specific disposal options in accordance with 40 CFR Part 35.6345. 37. Dual Use Research of Concern (DURC) The recipient agrees to conduct all life science research* in compliance with EPA’s Order on the Policy and Procedures for Managing Dual Use Research of Concern (EPA DURC Order) and United States Government Policy for Institutional Oversight of Life Sciences Dual Use Research of Concern(iDURC Policy). If the recipient is an institution within the United States that receives funding through this agreement, or from any other source, the recipient agrees to comply with the iDURC Policy if they conduct or sponsor research involving any of the agents or toxins identified in Section 6.2.1 of the iDURC Policy. If the institution is outside the United States and receives funding through this agreement to conduct or sponsor research involving any of those same agents or toxins, the recipient agrees to comply with the iDURC Policy. The recipient agrees to provide any additional information that may be requested by EPA regarding DURC and iDURC. The recipient agrees to immediately notify the EPA Project Officer should the project use or introduce use of any of the agents or toxins identified in the iDURC Policy. The recipient’s Institution/Organization must also comply with USG iDURC policy and EPA DURC Order and will inform the appropriate government agency if funded by such agency of research with the agents or toxins identified in Section 6.2.1 of

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the iDURC Policy. If privately funded the recipient agrees to notify the National Institutes of Health at [email protected].* “Life Sciences Research,” for purposes of the EPA DURC Order, and based on the definition of research in 40 CFR §26.102(d), is a systematic investigation designed to develop or contribute to generalizable knowledge involving living organisms (e.g., microbes, human beings, animals, and plants) and their products. EPA does not consider the following activities to be research: routine product testing, quality control, mapping, collection of general-purpose statistics, routine monitoring and evaluation of an operational program, observational studies, and the training of scientific and technical personnel. [Note: This is consistent with Office of Management and Budget Circular A-11.] 38. Research Misconduct In accordance with 2 CFR 200.329, the recipient agrees to notify the EPA Project Officer in writing about research misconduct involving research activities that are supported in whole or in part with EPA funds under this project. EPA defines research misconduct as fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results [65 FR 76262. I], or ordering, advising or suggesting that subordinates engage in research misconduct. The recipient agrees to: (1) Immediately notify the EPA Project Officer who will then inform the EPA Office of Inspector General (OIG) if, at any time, an allegation of research misconduct falls into one of the categories listed below:A. Public health of safety is at risk B. Agency resources or interests are threatened C. Circumstances where research activities should be suspended D. There is a reasonable indication of possible violations of civil or criminal law E. Federal action is required to protect the interests of those involved in the investigation F. The research entity believes that the inquiry or investigation may be made public prematurely so that appropriate steps can be taken to safeguard evidence and protect the rights of those involved G. Circumstances where the research community or public should be informed. [65 FR 76263.III] (2) Report other allegations to the OIG when they have conducted an inquiry and determined that there is sufficient evidence to proceed with an investigation. [65 FR 76263. III] 39. Scientific Integrity Terms and Conditions The recipient agrees to comply with EPA’s Scientific Integrity Policy when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this award condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, demonstrating new technology, statistical analysis, and writing a review article on a scientific issue. The recipient agrees to: 39.1 Scientific Products

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39.1.1. Produce scientific products of the highest quality, rigor, and objectivity, by adhering to applicable EPA information quality guidelines, quality policy,and peer review policy.39.1.2. Prohibit all recipient employees, contractors, and program participants, including scientists, managers, and other recipient leadership, from suppressing, altering, or otherwise impeding the timely release of scientific findings or conclusions.39.1.3. Adhere to EPA’s Peer Review Handbook, 4th Edition,for the peer review of scientific and technical work products generated through EPA grants or cooperative agreements which, by definition, are not primarily for EPA’s direct use or benefit.39.2 Scientific Findings 39.2.1. Require that reviews regarding the content of a scientific product that are conducted by the project manager and other recipient managers and the broader management chain be based only on scientific quality considerations, e.g., the methods used are clear and appropriate, the presentation of results and conclusions is impartial. 39.2.2. Ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by employees, contractors, and program participants, who assist with developing or applying the results of scientific activities.39.2.3. Include, when communicating scientific findings, an explication of underlying assumptions, accurate contextualization of uncertainties, and a description of the probabilities associated with both optimistic and pessimistic projections, if applicable. 39.2.4. Document the use of independent validation of scientific methods. 39.2.5. Document any independent review of the recipient’s scientific facilities and testing activities, as occurs with accreditation by a nationally or internationally recognized sanctioning body. 39.2.6. Make scientific information available online in open formats in a timely manner, including access to data and non-proprietary models. 39.3 Scientific Misconduct 39.3.1. Prohibit intimidation or coercion of scientists to alter scientific data, findings, or professional opinions or non-scientific influence of scientific advisory boards. In addition, recipient employees, contractors, and program participants, including scientists, managers, and other leadership, shall not knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty. 39.3.2. Prohibit retaliation or other punitive actions toward recipient employees who uncover or report allegations of scientific and research misconduct, or who express a differing scientific opinion. Employees who have allegedly engaged in scientific or research misconduct shall be afforded the due process protections provided by law, regulation, and applicable collective bargaining agreements, prior to any action. Recipients shall ensure that all employees and contractors of the recipient shall be familiar with these protections and avoid the appearance of retaliatory actions. 39.3.3.Require all recipient employees, contractors, and program participants to act honestly and refrain from acts of research misconduct, including publication or reporting, as described in EPA’s Policy and Procedures for Addressing Research Misconduct, Section 9.C. Research misconduct does not include honest error or differences of opinion. While EPA retains the

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ultimate oversight authority for EPA-supported research, grant recipients conducting research bear primary responsibility for prevention and detection of research misconduct and for the inquiry, investigation, and adjudication of research misconduct alleged to have occurred in association with their own institution. 39.3.4. Take the actions required on the part of the recipient described in EPA’s Policy and Procedures for Addressing Research Misconduct, Sections 6 through 9, when research misconduct is suspected or found. 39.4 Additional Resources For more information about the Scientific Integrity Policy, an introductory video can be accessed at: https://youtu.be/FQJCy8BXXq8.A training video is available at: https://youtu.be/Zc0T7fooot8.40. Post-Award Disclosure of Current and Pending Support on Research Grants The recipient is required to notify EPA if there has been a change in support for the principal investigator and/or major co-investigators listed on EPA Key Contacts Form, EPA Form 5700-54, since submission of its application or the last reporting period in the performance report. If there has been a change, the recipient must report the change within 30 calendar days to the EPA Project Officer. The information should also be included in the next due performance report. EPA may consult with the Principal Investigator and the Authorized Representative, to determine the impact of the new information on the EPA-funded research grant and, where necessary, take appropriate action. If the recipient discovers that an investigator on an active EPA research grant failed to disclose current and pending support information or provided inaccurate information as part of the proposal submission process, it must provide the revised current and pending support information to the EPA Project Officer within 30 calendar days of the identification of the undisclosed or inaccurate current and pending support information. Public Policy Requirements 41. Civil Rights Obligations This term and condition incorporates by reference the signed assurance provided by the recipient’s authorized representative on: 1) EPA Form 4700-4, “Preaward Compliance Review Report for All Applicants and Recipients Requesting EPA Financial Assistance”; and 2) Certifications and Representations in Sam.gov or Standard Form 424D, as applicable.These assurances and this term and condition obligate the recipient to comply fully with applicable civil rights statutes and implementing federal and EPA regulations. (a) Statutory Requirements i.In carrying out this agreement, the recipient must comply with:

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1) Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP), by entities receiving Federal financial assistance.2) Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities by entities receiving Federal financial assistance; and3) The Age Discrimination Act of 1975, which prohibits age discrimination by entities receiving Federal financial assistance. ii. If the recipient is an education program or activity (e.g., school, college, or university) or if the recipient is conducting an education program or activity under this agreement, it must also comply with: 1) Title IX of the Education Amendments of 1972, which prohibits discrimination on the basis of sex in education programs and activities operated by entities receiving Federal financial assistance. For further information about your compliance obligations regarding Title IX, see 40 CFR Part 5 and https://www.justice.gov/crt/title-ix iii.If this agreement is funded with financial assistance under the Clean Water Act (CWA), the recipient must also comply with:1) Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex in CWA-funded programs or activities.(b) Regulatory Requirements i. The recipient agrees to comply with all applicable EPA civil rights regulations, including: 1) For Title IX obligations, 40 C.F.R. Part 5; and 2) For Title VI, Section 504, Age Discrimination Act, and Section 13 obligations, 40 CFR Part7. 3) For 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. 4) As noted on the EPA Form 4700-4 signed by the recipient’s authorized representative, these regulations establish specific requirements including maintaining compliance information, establishing grievance procedures, designating a Civil Rights Coordinator, and providing notices of non-discrimination. (c) TITLE VI – LEP, Public Participation and Affirmative Compliance Obligation i. As a recipient of EPA financial assistance, you are required by Title VI of the Civil Rights Act to provide meaningful access to LEP individuals. In implementing that requirement, the recipient agrees to use as a guide the Office of Civil Rights (OCR) document entitled "Guidance to Environmental Protection Agency Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons." The guidance can be found at: https://www.federalregister.gov/documents/2004/06/25/04-14464/guidance-to- environmental-protection-agency-financial-assistance-recipients-regarding-title-vi. ii.If the recipient is administering permitting programs under this agreement, the recipient agrees to use as a guide OCR’s Title VI Public Involvement Guidance for EPA Assistance

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Recipients Administering Environmental Permitting Programs. The Guidance can be found at: https://www.govinfo.gov/content/pkg/FR-2006-03-21/pdf/06-2691.pdf.iii.In accepting this assistance agreement, the recipient acknowledges it has an affirmative obligation to implement effective Title VI compliance programs and ensure that its actions do not involve discriminatory treatment and do not have discriminatory effects even when facially neutral. The recipient must be prepared to demonstrate to EPA that such compliance programs exist and are being implemented or to otherwise demonstrate how it is meeting its Title VI obligations. 42. Drug-Free Workplace The recipient organization of this EPA assistance agreement must make an ongoing, good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in Title 2 CFR Part 1536 Subpart B. Additionally, in accordance with these regulations, the recipient organization must identify all known workplaces under its federal awards, and keep this information on file during the performance of the award. Those recipients who are individuals must comply with the drug-free provisions set forth in Title 2 CFR Part 1536 Subpart C. The consequences for violating this condition are detailed under Title 2 CFR Part 1536 Subpart E. Recipients can access the Code of Federal Regulations (CFR) Title 2 Part 1536 at www.ecfr.gov/. 43. Hotel-Motel Fire Safety Pursuant to USC 2225a, the recipient agrees to ensure that all space for conferences, meetings, conventions or training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act (PL 101-391, as amended). Recipients may search the Hotel-Motel National Master List at https://apps.usfa.fema.gov/hotel/ to see if a property is in compliance, or to find other information about the Act. 44. Lobbying Restrictions a) This assistance agreement is subject to lobbying restrictions as described below. Applicable to all assistance agreements: i. The chief executive officer of this recipient agency shall ensure that no grant funds awarded under this assistance agreement are used to engage in lobbying of the Federal Government or in litigation against the U.S. unless authorized under existing law. The recipient shall abide by the Cost Principles available at 2 CFR Part 200 which generally prohibits the use of federal grant funds for litigation against the U.S. or for lobbying or other political activities. ii.The recipient agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. The recipient shall include the language of this provision in award documents for all subawards exceeding $100,000 and require that subrecipients submit certification and disclosure forms accordingly.

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iii. In accordance with the Byrd Anti-Lobbying Amendment, any recipient who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure. iv. Contracts awarded by a recipient shall contain, when applicable, the anti-lobbying provision as stipulated in the Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. v. By accepting this award, the recipient affirms that it is not a nonprofit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986 as required by Section 18 of the Lobbying Disclosure Act; or that it is a nonprofit organization described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. Nonprofit organizations exempt from taxation under section 501(c)(4) of the Internal Revenue Code that engage in lobbying activities are ineligible for EPA subawards. b) Applicable to assistance agreements when the amount of the award is over $100,000: i. By accepting this award, the recipient certifies, to the best of its knowledge and belief that: 1) No Federal appropriated funds have been or will be paid, by or on behalf of the recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or any employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the recipient shall complete and submit the linked Standard Form -- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3) The recipient shall require that the language of this certification be included in the award documents for all subawards exceeding $100,000 at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. ii.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.

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45. Recycled PaperWhen directed to provide paper documents, the recipient agrees to use recycled paper and double-sided printing for all reports which are prepared as a part of this agreement and delivered to EPA. This requirement does not apply to reports prepared on forms supplied by EPA. 46. Resource Conservation and Recovery Act Consistent with goals of section 6002 of RCRA (42 U.S.C. 6962), State and local institutions of higher education, hospitals and non-profit organization recipients agree to give preference in procurement programs to the purchase of specific products containing recycled materials, as identified in 40 CFR Part 247. Consistent with section 6002 of RCRA (42 U.S.C. 6962) and 2 CFR 200.323, State agencies or agencies of a political subdivision of a State and its contractors are required to purchase certain items made from recycled materials, as identified in 40 CFR Part 247, when the purchase price exceeds $10,000 during the course of a fiscal year or where the quantity of such items acquired in the course of the preceding fiscal year was $10,000 or more. Pursuant to 40 CFR 247.2 (d), the recipient may decide not to procure such items if they are not reasonably available in a reasonable period of time; fail to meet reasonable performance standards; or are only available at an unreasonable price. 47. Trafficking in Persons a) Provisions applicable to a recipient that is a private entity. i. The recipient, the recipient’s employees, subrecipients under this award, and subrecipients’ 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 an effect; or 3) Use forced labor in performance of the award or subawards under the award. ii. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if the recipient or a subrecipient that is a private entity – 1) Is determined to have violated a prohibition in paragraph a 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 of this award term through conduct that is either – a. Associated with performance under this award; or b. Imputed to the recipient or 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 Governmentwide Debarment and Suspension (Non- procurement),’’ as implemented by our Agency at 2 CFR Part 1532. b) Provision applicable to a recipient other than a private entity. EPA may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity –

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i. Is determined to have violated an applicable prohibition in paragraph a. 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 of this award term through conduct that is either 1) Associated with performance under this award; or 2) Imputed to 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 Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by EPA at 2 CFR Part 1532. c) Provisions applicable to any recipient i.The recipient must inform the EPA immediately of any information received from any source alleging a violation of a prohibition in paragraph a of this award term.ii. Our right to terminate unilaterally that is described in paragraph a and b: 1) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and 2) Is in addition to all other remedies for noncompliance that are available to us under this award. iii. The recipient must include the requirements of paragraph a of this award term in any subaward made to a private entity. d) Definitions. For purposes of this award term: i. “Employee” means either: 1) An individual employed by you or a 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 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 U.S.C. 7102).

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48. Build America, Buy America – Required Use of American Iron, Steel, Manufactured Products, and Construction Materials (effective October 23, 2023, and forward) Buy America Preference. Recipients of an award of Federal financial assistance from a program for infrastructure are hereby notified that none of the funds provided under this award may be used for an infrastructure project unless: (1) All iron and steel used in the project are produced in the United States—this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; (2) All manufactured products used in the project are produced in the United States— this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard that meets or exceeds this standard has been established under applicable law or regulation for determining the minimum amount of domestic content of the manufactured product; and (3) All construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States. The construction material standards are listed below. Incorporation into an infrastructure project.The Buy America Preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America Preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project, but are not an integral part of the structure or permanently affixed to the infrastructure project. Categorization of articles, materials, and supplies.An article, material, or supply should only be classified into one of the following categories: (i) Iron or steel products; (ii) Manufactured products; (iii) Construction materials; or (iv) Section 70917(c) materials. An article, material, or supply should not be considered to fall into multiple categories. In some cases, an article, material, or supply may not fall under any of the categories listed in this paragraph. The classification of an article, material, or supply as falling into one of the categories listed in this paragraph must be made based on its status at the time it is brought to the work site for incorporation into an infrastructure project. In general, the work site is the location of the infrastructure project at which the iron, steel, manufactured products, and construction materials will be incorporated.

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Application of the Buy America Preference by category. An article, material, or supply incorporated into an infrastructure project must meet the Buy America Preference for only the single category in which it is classified. Determining the cost of components for manufactured products. In determining whether the cost of components for manufactured products is greater than 55 percent of the total cost of all components, use the following instructions: (a) For components purchased by the manufacturer, the acquisition cost, including transportation costs to the place of incorporation into the manufactured product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (b) For components manufactured by the manufacturer, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (a), plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the manufactured product. Construction material standards. The Buy America Preference applies to the following construction materials incorporated into infrastructure projects. Each construction material is followed by a standard for the material to be considered “produced in the United States.” Except as specifically provided, only a single standard should be applied to a single construction material. (1) Non-ferrous metals. All manufacturing processes, from initial smelting or melting through final shaping, coating, and assembly, occurred in the United States. (2) Plastic and polymer-based products. All manufacturing processes, from initial combination of constituent plastic or polymer-based inputs, or, where applicable, constituent composite materials, until the item is in its final form, occurred in the United States. (3) Glass. All manufacturing processes, from initial batching and melting of raw materials through annealing, cooling, and cutting, occurred in the United States. (4) Fiber optic cable (including drop cable). All manufacturing processes, from the initial ribboning (if applicable), through buffering, fiber stranding and jacketing, occurred in the United States. All manufacturing processes also include the standards for glass and optical fiber, but not for non-ferrous metals, plastic and polymer-based products, or any others. (5) Optical fiber. All manufacturing processes, from the initial preform fabrication stage through the completion of the draw, occurred in the United States. (6) Lumber. All manufacturing processes, from initial debarking through treatment and planing, occurred in the United States. (7) Drywall. All manufacturing processes, from initial blending of mined or synthetic gypsum plaster and additives through cutting and drying of sandwiched panels, occurred in the United States. (8) Engineered wood. All manufacturing processes from the initial combination of constituent materials until the wood product is in its final form, occurred in the United States.

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Waivers. When supported by rationale provided in IIJA §70914, the recipient may submit a waiver request in writing to EPA. Recipients should request guidance on the submission instructions of an EPA waiver request from the EPA Project Officer for this agreement. A list of approved EPA waivers (general applicability and project specific) is available on the EPA Build America, Buy America website. EPA may waive the application of the Buy America Preference when it has determined that one of the following exceptions applies: (1) applying the Buy America Preference would be inconsistent with the public interest; (2) the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; or (3) the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent. For questions regarding the Build America, Buy America Act requirements for this assistance agreement or to determine if there is an approved waiver in place, please contact the EPA Project Officer for this agreement. Definitions. For legal definitions and sourcing requirements, the recipient must consult the EPA Build America, Buy America website, 2 CFR Part 184, and the Office of Management and Budget’s (OMB) Memorandum M-24-02 Implementation Guidance on Application of Buy America Preference in Federal Financial Assistance Programs for Infrastructure. 49. Required Certifications and Consequences of Fraud Per 2 CFR 200.415(a)Required Certifications, to assure that expenditures are proper and in accordance with the terms and conditions of the Federal award and approved project budgets, the financial reports or vouchers requesting payment under the agreement will include a certification that must be signed by an official who is authorized to legally bind the recipient which reads as follows: “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).” 50. Reporting Waste, Fraud and Abuse Consistent 2 CFR 200.113, the recipient and any subrecipients must report, in a timely manner, any violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting this award to the EPA Project Officer and the EPA Office of Inspector General (OIG) Hotline. The

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methods to contact the OIG hotline are (1) online submission via the EPA OIG Hotline Complaint Form; (2) email to [email protected]; (3) phone 1-888-546-8740; or (4) mail directed to Environmental Protection Agency, Office of Inspector General, 1200 Pennsylvania Avenue, N.W. (2410T), Washington, DC 20460. To support awareness of the OIG hotline, recipients and/or subrecipients receiving an EPA award or subaward of $1,000,000 or more must display EPA OIG Hotline posters in facilities where the work is performed under the grant. EPA OIG Hotline posters may be downloaded or printed or may be obtained by contacting the OIG at 1- 888-546-8740. Recipients and subrecipients need not comply with this requirement if they have established a mechanism, such as a hotline, by which employees may report suspected instances of improper conduct and have provided instructions that encourage employees to make such reports.51. Whistleblower Protections This award is subject is to whistleblower protections, including the protections established at 41 U.S.C. 4712 providing that an employee of the recipient or a subrecipient may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing to a covered person or body information that the employee reasonably believes is evidence of gross mismanagement of a Federal grant or subaward, a gross waste of Federal funds, an abuse of authority relating to a Federal grant or subaward, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a Federal grant or subaward. These covered persons or bodies include: a.A member of Congress or representative of a committee of Congress.b. An Inspector General. c. The Government Accountability Office. d. A Federal employee responsible for contract or grant oversight or management at the relevant agency. e. An authorized official of the Department of Justice or other law enforcement agency. f. A court of grand jury. g. A management official or other employee of the contractor, subcontractor, or grantee who has the responsibility to investigate, discover, or address misconduct. Consistent with 41 U.S.C. 4712(d), the recipient and subrecipients shall inform their employees in writing, in the predominant language of the workforce or organization, of employee whistleblower rights and protections under 41 U.S.C. 4712. Additional information about whistleblower protections, including protections for such employees may be found at the EPA Office of Inspector General’s Whistleblower Protection page. 52. Access to Records In accordance with 2 CFR 200.337, EPA and the EPA Office of Inspector General (OIG) have the right to access any documents, papers, or other records, including electronic records, of the recipient and subrecipient which are pertinent to this award in order to make audits, examinations, excerpts, and

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transcripts. This right of access also includes timely and reasonable access to the recipient and subrecipient’s personnel for the purpose of interview and discussion related to such documents. This right of access shall continue as long as the records are retained. 27 Rev. 9-6-2024
Attachment 5US EPA Subaward Policy
1 Please see RAIN-2018-G04-R1 for details regarding changes to this GPI effective September 28, 2021.Please see RAIN-2018-G03-R for details regarding changes to this GPI effective November 12, 2020. Amended Grants Policy Issuance (GPI) 16-01 EPA Subaward Policy 1.0 Purpose (a)This policy establishes the requirements and procedures for Grants Management Offices and Program Offices in making determinations regarding subrecipient eligibility, overseeing pass-through entity monitoring and management of subawards, and authorizing fixed amount subawards under 2 CFR 200.331, 200.332, and 200.333 This policy supersedes previous Subaward Policy contained in Part 2, Section 01 of Assistance Administration Manual. (b) In order to effectively implement the EPA Subaward Policy, it is important at the outset for EPA personnel as well as pass-through entities to understand the difference between subawards and procurement contracts since the rules for these two types of transactions are different. (1) Pass-through entities make subawards to other organizations to carry out a portion of the Federal award under terms that establish a financial assistance relationship to accomplish a public purpose that is authorized under a Federal program. Subrecipients only receive reimbursement for their actual direct or approved indirect transaction and subrecipients are subject to the same Federal requirements as the pass-through entity. There is no requirement in the applicable regulations for pass-through entities to compete subawards. (2) In contrast, procurement contractors (including individual consultants) typically provide goods and services on commercial terms, operate in a competitive environment and a reasonable profit is allowable. Additional guidance is available in Section 7.0 and Appendix A: Distinctions Between Subrecipients and Contractors of this policy. The Procurement Standards of 2 CFR Part 200 include competition requirements. (c) A pass-through entity may use the term to characterize a subaward arrangement. Therefore, it is important to examine the substance of the agreement using the characteristics discussed in 2 CFR 200.331 and Appendix A: Distinctions Between Subrecipients and Contractors of this policy to determine if the transaction is a subaward or a procurement contract. 2.0 Applicability and Effective Date applies to financial assistance agreements and incremental or supplemental funding amendments awarded to pass-through entities on or after March 29, 2016. The revision effective November 12, 2020, supersedes all prior versions of the Subaward Policy. The Subaward Policy does not apply to collaborative relationships, including those documented in a written agreement, between recipients and third parties that do not involve the transfer of assistance funds or property purchased with assistance funds. 2 The Subaward Policy does not apply to financial assistance agreements for the capitalization of revolving loan funds (RLF). Requirements for RLF recipients and borrowers are addressed in more detail in 2 CFR Part 1500, national program guidance for EPA RLF programs or the terms and conditions of RLF assistance agreements. The Agency may apply the Subaward Policy, or selected provisions of it, to other financial assistance agreements with the consent of the pass-through entity. 3.0 Definitions For purposes of this Subaward Policy, the following terms are defined at 2 CFR 200.1: Contractor Federal Award Federal Financial Assistance Fixed Amount Awards Indian Tribe Institutions of Higher Education Local Government Modified Total Direct Costs Non-Federal Entity Nonprofit Organization Obligations State Contract. Defined at 2 CFR 200.1. A contract does not include a Federal award or subaward. Individual: A natural person. Pass-through entity: This term is defined at 2 CFR 200.1 and refers to a non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program. Recipient: This term is defined at 2 CFR 200.1 and does not include subrecipients. For the purposes of this Subaward Policy the term also includes individuals who receive awards under EPA statutes authorizing direct Federal financial assistance to individuals other than fellowship recipients under 40 CFR Part 46. Simplified Acquisition Threshold: This term is defined at 2 CFR 200.1. As of the date of the issuance of the Subaward Policy the Simplified Acquisition Threshold is $250,000. This amount is periodically adjusted for inflation and the revised threshold is published in the Federal Acquisition Regulation at 48 CFR 2.1 (Definitions). Subaward: This term is defined at 2 CFR 200.1. Subawards do not include payments to contractors (including consultants) or to program beneficiaries such as trainees, interns, fellows and subsidy or rebate program participants. Subawards may include loans, loan guarantees, interest subsidies and principal forgiveness, purchases of insurance or similar transactions entered into with borrowers by recipients of RLF capitalization agreements. Requirements for RLF pass-through entities and borrowers for complying with the Uniform Grant Guidance (UGG) 3 provisions relating to subawards are described in 2 CFR Part 1500, national program guidance for EPA RLF programs or the terms and conditions of the RLF agreements rather than this Subaward Policy. Subrecipient: This term is defined at 2 CFR 200.1. For the purpose of this Subaward includes both Federal and non-Federal entities and individuals (who are not program beneficiaries) who are eligible for subawards to the extent consistent with the authorizing statutes and regulations, 2 CFR Part 180, Office of Management and Budget (OMB) Guidance to Agencies on Governmentwide Debarment and Suspension (Nonprocurement) and 2 CFR Part 1532, and Debarment regulation. 4.0 Background Subaward Policy implements regulatory requirements and addresses recommendations from Office of Inspector General (OIG) audits of assistance agreements containing subawards. (a)The Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (Uniform Grant Guidance or UGG) codifies standards for distinguishing between subawards and contracts at 2 CFR 200.331 and this Subaward Policy provides additional guidance consistent with that regulation. (b) Under 2 CFR 200.332, pass-through entities must include a number of provisions in subaward agreements and implement effective systems to monitor and guide subrecipient performance; this Subaward Policy provides guidance on how EPA will oversee compliance with those requirements. (c)The OIG has recommended that EPA enhance its oversight of pass-through entities to ensure that subawards are used in appropriate circumstances, costs are reasonable and that pass-through entities effectively monitor subrecipient performance. This Subaward Policy includes provisions that respond to the recommendations. 5.0 General Principles It is EPA policy that subawards under Agency assistance agreements be properly awarded, managed and monitored in compliance with the applicable regulations and in a manner that promotes accountability while minimizing burdens on pass-through entities and EPA staff. The Agency will appropriately oversee pass-through entities on a pre-award and post-award basis. This includes ensuring that: (a)Agency personnel identify pass-through entities during pre-award cost reviews or post-award requests to make subawards under 2 CFR 200.308(c)(1)(vi) and advise pass-through entities to have adequate systems in place to comply with 2 CFR 200.331, 2 CFR 200.332 and section 9.0 of this Subaward Policy during post-award monitoring. (b) Pass-through entities effectively monitor the performance of subrecipients. (c)Pass-through entities do not use subawards to transfer or delegate their responsibility for successful completion of their EPA assistance agreement. (d) Financial assistance awards to pass-through entities do not circumvent the requirements of EPA 4 Order 5700.5A1, Policy for Competition of Assistance Agreements (02/06/2014) Competition (e)EPA personnel do not direct, recommend or suggest that pass-through entities make subawards to particular organization(s) except to the extent allowed under section 10.0(b) of this Subaward Policy. 6.0. National Term and Condition. EPA has established a National Term and Condition for Subawards for all assistance agreements, which is located in Appendix B of this policy. 7.0 Eligibility for Subawards. (a)Generally, unless prohibited or limited by statute, a non-Federal entity or individual is eligible to receive a subaward even if it is not eligible to receive an assistance agreement from EPA directly as long as the subaward is consistent with applicable regulations, policies, and EPA guidance. Federally Funded Research and Development Centers are eligible subrecipients provided the substance of the transaction is consistent with the guidance at 2 CFR 200.331 and Appendix A: Distinctions Between Subrecipients and Contractors. (b) As provided in 2 CFR Part 25, Appendix A , Federal agencies are subrecipients for the purposes of the System for Award Management and Universal Identifier Requirements when from pass-through entities. Federal agencies may also be subrecipients for the purposes of 2 CFR Part 200 as indicated in the definition of Subrecipient in 2 CFR 200.1. Nonetheless, Federal agencies must have statutory authority to provide services to non-Federal entities on a reimbursable basis or otherwise receive and use funds from non-Federal entities under subawards. Examples of statutes available to all Federal agencies for receipt and use of EPA financial assistance funds are the Intergovernmental Cooperation Act for services to state and local governments, the Federal Technology Transfer Act for Cooperative Research and Development and Agreements, and the Omnibus Territories Act for reimbursable services agreements with U.S. Territories. (c) For-profit organizations and individual consultants, with very few exceptions, are contractors rather than subrecipients under the standards in 2 CFR 200.331 and they are typically ineligible for subawards from pass-through entities. As provided in the National Term and Condition for Subawards, Award Official must approve subawards to these entities on the basis of either precise descriptions of the subawards in the EPA approved budget and work plan or on a transaction by transaction basis. See Appendix A: Distinctions Between Subrecipients and Contractors for additional guidance. (d) Nonprofit organizations exempt from taxation under section 501(c)(4) of the Internal Revenue Code that engage in lobbying activities are ineligible for EPA subawards based on the policy for interpreting the Lobbying Disclosure Act, 2 U.S.C. 1611. (e) EPA program office staff should ensure that pass-through entities are aware of limitations on subrecipient eligibility contained in statutes or regulations. EPA program offices may communicate 5 applicable limitations to potential pass-through entities in announcements for competitive awards, program guidance for continuing environmental program grants or other noncompetitive awards, and programmatic terms and conditions. (f) In consultation with National Policy, Training and Compliance Division and the Office of General Counsel or Office of Regional Counsel, as appropriate, Program offices may establish policies limiting eligibility for subawards to the extent permitted by statute or regulation. EPA program offices must communicate applicable policies to potential pass-through entities in announcements for competitive awards, program guidance for continuing environmental program grants or other noncompetitive awards, and programmatic terms and conditions. 8.0 Internal Controls for EPA Oversight of Pass-Through Entity Compliance with the Applicable Regulations and EPA Subaward Policy. This section identifies policies and procedures designed to provide internal controls that promote pass- through entity compliance with applicable regulations and this Subaward Policy. (a)EPA policy is to require that pass-through entities include the aggregate amount for subawards in Form (SF) 424A, for Non-Construction equivalent forms for construction agreements unless OMB revises the budget categories in the SF-424A to include one for subawards. 1.Pass-through entities may erroneously place costs for subawards under the budget category based on practices at other agencies. As part of their pre-award cost reviews, Project Officers (PO) and Grant Specialists (GS) must review budget justifications and amounts recipients budget for to ensure that subaward costs are classified as 2.The amount of funding a pass-through entity estimates that it will use for subawards costs must be documented in a separate line item in the budget justification for budget category or another provision of the work plan. (b) If necessary, POs should work with the pass-through entity to obtain approval for international subawards as provided in section 11.0 (a) of this Subaward Policy. (c) During pre-award review, GS must check for compliance with the $25,000 limitation at in Modified Total Direct Costs as defined in 2 CFR 200.1on including subaward costs in Modified Total Direct Cost for the purposes of distributing indirect costs. (d) Award Officials are responsible for ensuring that all awards (including those in which the recipient has not identified subawards) contain the National Term and Condition for Subawards. Additionally, the Award Officials may highlight this term and condition in the cover letter in the Notice of Award using either the following template or similar language: If your work plan and budget includes subawards of financial assistance (as defined in Subawards at 2 CFR 200.1 and 2 CFR 200.331), please pay particular attention National Term and Condition for Subawards which is found in the programmatic terms and conditions for this award. By accepting this assistance agreement, your organization is certifying that it either has 6 systems in place to comply with the regulatory or EPA policy requirements specified in the National Term and Condition for Subawards or that it will refrain from making subawards with funding EPA provides under this agreement until the systems are designed and implemented. Also note that should your organization decide to make a subaward(s) that was not described in the work plan and budgeted for under this agreement you must obtain prior written approval from Official for the subaward as provided at 2 CFR 200.308(c)(1)(vi). (e) POs must include the Model Programmatic Subaward Reporting Requirement contained in Appendix C, or a customized version of the model in the performance reporting terms and conditions for assistance agreements with pass-through entities. The reporting frequency must be the same as that for other performance reports. 1.Project Officers may customize the Model Programmatic Subaward Reporting Requirement based on programmatic information needs provided they do not create a form for the collection of identical data from 10 or more pass-through entities. Doing so may trigger the Office of Management tions. Project Officers should consult with OGC or ORC as appropriate if there are questions regarding whether an ICR is required. 2.In situations in which a recipient advises EPA after award that it intends to make subawards, the PO must request that the Award Official amend the assistance agreement to add the Model Programmatic Subaward Reporting Requirement or a customized subaward reporting term and condition when granting approval under 2 CFR 200.308(c)(1)(vi) for the subawards. (e)POs must review pass-through entity performance reports describing subrecipient progress towards achieving program objectives. If the pass-through performance reports raise questions regarding whether a subrecipient is making adequate progress, POs should ensure that the pass-through entity considers measures such as those set forth at 2 CFR 200.332 (d)(2), (e)(1) and (2) or (h) to address the situation. (f)POs are responsible for ensuring that, as appropriate, awards to pass-through entities include program-specific terms and conditions relating to subawards. Additionally, under cooperative agreements with pass-through entities, Program Offices may be substantially involved in subaward related activities under the terms and conditions of the agreement and POs may exercise approval rights under these T&Cs. Consistent with EPA Order 5700.1, examples of EPA substantial involvement include, but are not limited to: 1.EPA approval of or consultation on proposed eligibility provided the Agency does not direct, recommend, or suggest that the pass-through entity provide a subaward to a particular organization. 2.If not described in the approved work plan, EPA approval of competitive or noncompetitive procedures the pass-through entity will use to select subrecipients prior to the award of any subawards. 3.EPA participation in panels for subaward competitions to the extent permitted in section 10.0 (b) of the Subaward Policy. 7 4.EPA approval of the substantive terms of subawards. (g) In situations in which EPA determines that a pass-through entity has not adequately monitored subrecipient performance, POs may participate in the pass-subaward monitoring activities if a specific award condition is added to the award pursuant to 2 CFR 200.208. (h) As a component of post-award oversight, POs and GSs are responsible for inquiring whether pass-through entities have adequate systems in place for complying with: 1.2 CFR 200.331, the subrecipient eligibility provisions of National Term and Condition for Subawards, and any program specific restrictions on subrecipient eligibility. 2.2 CFR 200.332, Requirements for pass-through entities, National Term and Condition for Subawards. A template for a subaward agreement that meets the requirements of 2 CFR 200.332(a) (a) is available at Appendix D of this Subaward Policy and may be provided to the pass-through entity subject to the limitations in Section 12 of this Subaward Policy. or s assessment of the pass-history of managing subaward programs as reflected in programmatic baseline and advanced monitoring reports, audit reports, and other information that has come to the POs attention. Inquiries may be made as part of programmatic or administrative base line monitoring, advance monitoring, desk reviews, discussions of progress reports with pass-through entities, or otherwise, as appropriate. Program offices may, in consultation with Office of Grants and Debarment, the Office of General Counsel and, if appropriate, Office of Regional Counsel develop program specific guidance for pass-through entities and their subrecipients on compliance with this Subaward Policy. OGD may also issue Agency-wide supplemental guidance as necessary. 9.0 Fixed Amount Subawards (a)Under 2 CFR 200.333, EPA may allow pass-through entities to award subawards up to the simplified acquisition threshold on a fixed amount subrecipient does not account for actual costs. OGD will consider approving the use of fixed amount subawards on a pilot basis at the request of a Program Office. After completion of the pilot, OGD and the Program Office will consider whether fixed amount subawards will be a permanent feature of the grant program. Fixed amount subawards must meet the standards of 2 CFR 200.201(b). Examples of potential fixed amount subaward pilot projects include: 1.Conference support for units of government, Institutions of Higher Education (IHE) and nonprofit organizations including in amounts up to $25,000 provided the recipient obtains in accordance with 2 CFR 200.201(b)(1) written assurance that the conference organizer will refund the entire amount of the subaward if the conference does not take place. 2.Studies or research projects that produce written reports funded on a milestone achievement or project completion basis provided the subrecipient is a unit of government, an IHE, a 8 nonprofit organization, or a student or post-doctoral fellow at an IHE. 3.Training classes funded on a milestone completion (e.g., preparation of curricula, rental of facility, course delivery, and submission of evaluation report) or a unit price basis upon project completion provided the subrecipient is a unit of government, an IHE or a nonprofit organization. 4.Community meetings funded on a milestone completion (e.g., outreach, preparation of agenda, rental of facility, meeting, and submission of attendee roster/meeting summary) or on a unit price basis upon project completion provided the subrecipient is a unit of government, an IHE or a nonprofit organization. 10.0 Subaward Competitions. Unlike contracts subject to the Procurement Standards of 2 CFR Part 200, the applicable regulations do not require that pass-through entities select subrecipients competitively. Program Offices, however, may require that pass-through entities conduct competitions for subawards unless otherwise prohibited by statute, regulation or official EPA policy. Similarly, pass-through entities may choose to select subrecipients competitively provided this practice is consistent with applicable statutes, regulations and the terms of their EPA financial assistance agreement. (a)EPA Required Subaward Competitions 1.Under some EPA assistance programs, pass-through entities may be legally required to conduct subaward competitions. Program Offices and Regions must ensure pass-through entities conduct these competitions consistent with any applicable legal requirements and provisions of this Subaward Policy. 2.Under both competitive and non-competitive EPA assistance agreement awards, if Program Offices require the pass-through entity to conduct a competition for subawards, they must determine that the subaward competition is necessary for the effective and efficient implementation of the assistance program. This determination must be in writing and placed in the official program office assistance agreement file. a.Non-Competitive EPA Assistance Agreements - When a Program Office requires the pass-through entity to conduct a subaward competition under a non-competitive EPA assistance agreement, the award must include a programmatic term and condition requiring the recipient to conduct the subaward competition consistent with the negotiated work plan and the provisions of this Subaward Policy. b.Competitive EPA Assistance Agreements - When a Program Office requires the pass- through entity to conduct a subaward competition under a competitive EPA assistance agreement, the competitive funding announcement must include ranking factors for evaluating the for conducting the subaward competition. In addition, the award must include a programmatic term and condition requiring the pass-through entity to conduct the subaward competition consistent with the subaward competitive process described in the approved work plan and the provisions of this Subaward Policy. 9 (b) EPA Participation in Subaward Competitions. 1.General. Pass-through entities are responsible for selecting their subrecipients and conducting their subaward competitions. In addition, EPA personnel may not direct pass-through entities to make subawards to particular organizations, suggest the use of specific subrecipients, interfere with the subaward selection decisions, or use subawards to circumvent EPA policies for competition of assistance agreements. For example, a Program Office may want to award a non-competitive grant to Organization A but is not authorized to do so because of restrictions under Agreement Competition Policy. EPA may not circumvent these restrictions by awarding a non-competitive grant to Organization B with the understanding that Organization B will then subaward all of the work to Organization A. 2.Participation as Technical Advisors. EPA personnel may serve as technical advisors to a pass- through subaward evaluation panel as part substantial involvement in a cooperative agreement provided that they do not unduly influence the panel or selection decisions and are free of any conflicts of interest, and actual or apparent violations ethical standards (e.g., Office of Government Ethics (OGE) Standards of Ethical Conduct for Employees of the Executive Branch), with respect to any competing subrecipients. 3.Participation on Evaluation Panels. For subaward competitions conducted by pass-through entities under cooperative agreements, EPA personnel may serve as members of the subaward evaluation panel provided: a.The pass-through entity uses objective, transparent criteria to rank and select subrecipients. b.EPA and other federal agency personnel do not unduly influence the panel or selection decisions (e.g., federal employees must comprise substantially less than a majority of the panel). c.EPA employees are free of conflicts of interest, or actual or apparent violations of ethical standards (e.g., OGE Standards of Ethical Conduct for Employees of the Executive Branch), with respect to any competing subrecipients. 11.0 Special Considerations for Specific Types of Subawards. (a)In Office of International and Tribal Affairs (OITA), must consent to proposed EPA financial assistance agreements, prior to award, where work will be performed by any recipient or subrecipient in whole or in part in a foreign country, or where work will be performed in the United States by a foreign government recipient and its subrecipient or an international organization recipient and its subrecipient. OITA must consent to any work by a subrecipient that meets these criteria either prior to award of the EPA assistance agreement to the pass- through entity or prior the pass-award of the subaward. (b)National Subaward Term and Condition requires Agency approval for subawards to individuals. Although individuals are eligible for subawards under this Subaward Policy on the basis of several EPA statutes (e.g., section 103 of the Clean Air Act, section 104 of the Clean Water Act, 10 section 8001 of the Solid Waste Disposal Act) EPA Program Offices and GMOs must ensure that subawards are not made to individuals who are considered program beneficiaries (e.g., interns, fellows, trainees, community members attending conferences). The definition of Subrecipient at 2 CFR 200.1 program beneficiaries are excluded from the definition of Subrecipient. Stipends and other payments to program beneficiaries are properly characterized as Participant Support Costs under 2 CFR 200.1 and 2 CFR 200.456 and included budget category. (c)Program Offices and GMOs must carefully review situations in which a pass-through entity intends to make a subaward(s) for 100% of funds EPA will award under a financial assistance agreement. Competitive proposals with 100% pass through should be discussed with the Grant Competition Athat the pass- through entity explain, in writing: 1.The reasons for subawards for 100% of the funds out to another organization(s) and; 2.How the pass-through entity will provide adequate resources to manage the award, including providing required financial and programmatic reports to EPA, and for monitoring subrecipients as required by 2 CFR 200.332. This information must be reviewed by the Award Official or designee prior to awarding funds to the pass-through entity. 12.0 Template for Subaward Agreements. Program Offices may provide the subaward template contained in Appendix D of the Subaward Policy to recipients of EPA financial assistance that are Pass-through entitiesined by 2 CFR 200.1 to assist them in complying with the 2 CFR 332(a). EPA does not mandate the use of this template. With OGD, OGC, and if appropriate ORC approval, Program Offices may use program specific subaward templates that are consistent 2 CFR 200.332(a). Pass- through entities may also use their own form of subaward agreements provided the requirements of 2 CFR 200.332(a) are met. 13.0 Evaluation OGD, in coordination with the EPA grants management community, will periodically review this policy to assess its effectiveness. 14.0 Waivers In response to a written request from the appropriate Senior Resource Official, or designee, the Director of OGD, or designee, may approve waivers to this Subaward Policy on a case-by-case or class basis in circumstances of compelling urgency or unique programmatic consideration or where a waiver would be in the public interest provided the waiver is consistent with statutes, the applicable regulations and Executive Orders. The Director of OGD, or designee, may also make exceptions to any regulatory requirements of mentioned in this policy on case-by-case basis as authorized by 2 CFR 200.102 and 2 CFR 1500.4(a). Exceptions will be granted only in extraordinary circumstances and when consistent with statutes and Executive Orders. 11 15.0 Roles and Responsibilities A. Office of Grants and Debarment (OGD) OGD is responsible for: 1.Posting the National Subaward Term and Condition described in Section 6.0 of this policy. 2.Developing cost review guidance to facilitate implementation of Section 8.0 of this policy. 3.Overseeing Agency compliance with this policy and providing necessary implementing guidance including approval of Program specific subaward guidance and subaward templates. 4.Consulting with Program Offices on their proposed policies to limit subaward eligibility under Section 7.0(e) of this policy. 5.Approving or disapproving pilots for fixed amount subawards under Section 9.0. 6.Evaluating the effectiveness of this policy under Section 13.0 of this policy including conducting periodic reviews of pass-through entity compliance with the requirements. 7.Approving or disapproving waiver requests under Section 14.0 of this policy and posting waiver decisions on the OGD Intranet page. 8.Developing training, responses to frequently asked questions, and, as necessary, Agency wide supplemental guidance on implementing this Subaward Policy. B.Headquarters and Regional Program Offices Program Offices are responsible for: 1. Adhering to the subaward eligibility provisions and consulting with OGD and OGC/ORC on program- specific eligibility restrictions as described in Section 7.0 of this policy. 2. Complying with applicable pre-award and post-award oversight requirements described in Sections8.0, 10.0 and 11.0 of this policy including providing EPA approvals specified in substantial involvement terms and conditions for cooperative agreements. 3. Including (and modifying, if applicable) the Model Programmatic Subaward Reporting Requirement contained in Appendix C, in the performance reporting terms and conditions for assistance agreements with pass-through entities as described in Section 8.0. 4. Complying with subaward competition requirements as described in Section 10.0 of this policy. 5. Obtaining OITA consent for subaward work in a foreign country or subaward work performed in the U.S. by a foreign government or a foreign government subrecipient as described in Section 11.0(a) of this policy. 12 6. Working with GMOs to ensure that subawards are not approved to individuals who are c onsidered program beneficiaries as described in Section 11.0(b) of this policy. 7. Reviewing proposals for 100% pass-through sub-awards as described in Sections 11.0(c) of this policy. 8. Requesting OGD approval for pilots of fixed amount subawards. 9. Providing pass-through entities with the template for subaward agreement in Appendix D or an OGD approved program specific template when requested to do so by the pass-through entities. 10. Subject to OGD approval, developing as appropriate program specific guidance and subaward templates for pass-through entities and their subrecipients to promote compliance with this Subaward Policy. C. Office of General Counsel (OGC)/Office of Regional Counsel (ORC) OGC/ORC is responsible for providing legal advice to ensure compliance with applicable statutes, executive orders, ethical standards, and OMB/EPA regulations. D. Grants Management Offices (GMOs) GMOs are responsible for: 1.Including the National Term and Condition for Subawards described in Section 6.0 and Appendix B of this policy in all assistance agreements, providing EPA approvals as specified in the T&C, and providing the notification described at 8.0(d). 2.Complying with applicable pre-award and post-award requirements described in Sections 8.0 and 11.0 of this policy. 3.Working with Program Offices to ensure that subawards are not approved to individuals who are considered program beneficiaries as described in Section 11.0 of this policy. 4.Working with Program Offices to prevent improper 100% pass-through sub-awards as described in Sections 11.0 of this policy. E.Office of International and Tribal Affairs (OITA) OITA is responsible for acting on requests for EPA consent for subawards involving any work to be performed in a foreign country or any work to be performed in the U.S. by a foreign recipient or international organization as provided in section 11.0 of this policy.

EPA Subaward Policy Appendix A: Distinctions Between Subrecipients and Contractors This Appendix uses 2 CFR 200.331 as the basis for distinguishing between subrecipients and contractors. Pass-through entities make subawards to other organizations to carry out a portion of the Federal award under terms that establish a financial assistance relationship to accomplish a public purpose that is authorized under a Federal program. Subrecipients only receive reimbursement for their actual direct or approved indirect costs such that they do not “profit” from the transaction and subrecipients are subject to the same Federal requirements as the pass-through entity. In contrast, consistent with 2 CFR 200.331, procurement contractors (including individual consultants) typically provide goods and services on commercial terms, operate in a competitive environment and a reasonable profit is allowable. The regulations require that non-Federal entities award contracts following full and open competition with the exception of transactions in amounts below the micro-purchase level or when a sole source contract is properly justified; 2 CFR 200.319; 2 CFR 200.320. Pass-through entities may enter into subawards without competition unless a statute, regulation, or the terms of the EPA award provide otherwise. This distinction makes accurate determinations regarding whether a transaction is with a subrecipient or a contractor particularly important. A subaward may be provided by any form of legal agreement that complies with 2 CFR 200.332(a)(1). A pass-through entity may use the term ‘contract’ to characterize a subaward arrangement. It is, therefore, important to examine the substance of the agreement using this appendix to determine if the transaction is a subaward or a procurement contract. The legal status of an organization as a governmental unit, non-profit organization, institute of higher education, or for-profit organization while not necessarily determinative of whether the transaction at issue is a subaward or procurement contract is an important factor to consider. As provided in 2 CFR 200.331 recipients must exercise sound judgment in deciding whether a transaction is a procurement contract or subaward subject to this EPA guidance. Based on the standards at 2 CFR 200.331(a) and (b)EPA has determined that transactions: 1. Between legally distinct units of government (e.g. a state providing funds to a local government) will in almost all cases be either subawards or intergovernmental agreements under 2 CFR 200.318(e)rather than procurement contracts since governmental units do not provide services on commercialterms. 2. Between institutions of higher education (IHE), or between IHEs and units of government or nonprofit organizations, are typically subawards particularly when the transactions relate to joint research, training (including technical assistance and public education) or demonstration projects. 3. Between nonprofit organizations for collaborative projects that further the missions of both organizations are typically subawards although situations in which one nonprofit provides ancillary services that are widely available in the competitive market such as accounting or information technology for operations (e.g., payroll) to another nonprofit are characteristic of a procurement contract.

4. Between any recipient and a for-profit firm or individual consultant, in almost all cases, would be a procurement contract subject to the competitive requirements of 2 CFR 200.319and 2 CFR 200.320. For-profit firms and individual consultants operate in a competitive environment and provide goodsand services on commercial terms to many different purchasers rather than carrying out a program for public purposes under the statute authorizing EPA to award financial assistance. EPA’s National Term and Condition for Subawards requires EPA Award Official approval for subawards to for-profits and individual consultants. Examples of situations in which a for-profit firm may be an eligible subrecipient would be an EPA financial assistance program that provides funding for pollution control projects at a company’s production facilities and the firm will receive reimbursement for personnel and contractor costs. The for-profit firm in that case would not be providing goods and services to the pass- through entity. As provided in 2 CFR 1500.1, EPA considers rebates and similar subsidies for the purchase of commercially available “off the shelf” pollution control equipment or to encourage participation in environmental stewardship programs by companies and individuals to be participant support costs. These payments to program beneficiaries are not subawards. EPA’s Guidance on Participant Support Costs provides additional information on the distinction between participant support costs and subawards.

EPA Subaward Policy Appendix B: National Term and Condition for Subawards If the recipient chooses to pass funds from this assistance agreement to other entities, the recipient must comply with applicable provisions of 2 CFR Part 200 and the EPA Subaward Policy, which may be found at https://www.epa.gov/sites/production/files/2016-02/documents/grants_policy_issuance_gpi_16_01.pdf. As a pass-through entity, the recipient agrees to: 1. Be responsible for selecting subrecipients and as appropriate conducting subaward competitions using a system for properly differentiating between subrecipients and procurement contractors under the standards at2 CFR 200.331 and EPA’s supplemental guidance inAppendix A of the EPA Subaward Policy.(a) For-profit organizations and individual consultants, in almost all cases, are not eligible subrecipients under EPA financial assistance programs and the pass-through entity must obtain prior written approval from EPA’s Award Official for subawards to these entities unless the EPA-approved budget and work plan for this agreement contain a precise description of such subawards. (b)Stipends and travel assistance for trainees (including interns) and similar individualswho are not are not employees of the pass-through entity must be classified as participant support costs rather than subawards as provided in 2 CFR 200.1Participant support costs, 2 CFR 200.1Subaward, and EPA’s Guidance on Participant Support Costs. (c)Subsidies, rebates and similar payments to participants in EPA funded programs to encourage environmental stewardship are also classified as Participant support costs as provided in 2 CFR 1500.1 and EPA’s Guidance on Participant Support Costs. 2. Establish and follow a system that ensures all subaward agreements are in writing and contain all of the elements required by2 CFR 200.332(a). EPA has developed a template for subaward agreements that is available in Appendix D of the EPA Subaward Policy. 3. Prior to making subawards, ensure that each subrecipient has a “Unique Entity Identifier” (UEI).The UEI is required by2 CFR Part 25 and 2 CFR 200.332(a)(1). Subrecipients are not required to complete full System for Award Management (SAM) registration to obtain a UEI. Information regarding obtaining a UEI is available at the SAM Internet site: https://www.sam.gov/SAM/ and in the General Condition of the pass-through entity’s agreement with EPA entitled “System for Award Management and Universal Identifier Requirements” T&C of the pass-through entity’s agreement with the EPA. 4. Ensure that subrecipients are aware that they are subject to the same requirements as those that apply to the pass-through entity’s EPA award as required by 2 CFR 200.332(a)(2). These requirements include, among others: (a) Title VI of the Civil Rights Act and other Federal statutes and regulations prohibiting discrimination in Federal financial assistance programs, as applicable. (b) Reporting Subawards and Executive Compensation under Federal Funding Accountability and Transparency Act (FFATA) set forth in the General Condition pass-through entity’s agreement with EPA entitled “Reporting Subawards and Executive Compensation.” (c)Limitations on individual consultant fees as set forth in 2 CFR 1500.10 and the General Condition of the pass-through entity’s agreement with EPA entitled “Consultant Fee Cap.” (d) EPA’s prohibition on paying management fees as set forth in General Condition of the pass-through entity’s agreement with EPA entitled “ManagementFees.”(e) The Procurement Standards in2 CFR Part 200 including those requiring competition when the subrecipient acquires goods and services from contractors (including consultants) and Domestic preferences for procurements at 2 CFR 200.322.Other statutes, regulations and Executive Orders that may apply to subawards are described atInformation on Requirements that Pass-Through Entities must “Flow Down” to Subrecipients. Many Federal requirements are agreement or program specific and EPA encourages pass-through entities to review the terms of their assistance agreement carefully and consult with their EPA Project Officer for advice if necessary. 5. Ensure, for states and other public recipients, that subawards are not conditioned in a manner that would disadvantage applicants for subawards based on their religious character. 6. Establish and follow a system for evaluating subrecipient risks of noncompliance with Federal statutes, regulations and the terms and conditions of the subaward as required by 2 CFR 200.332(b) and document the evaluation. Risk factors may include: Prior experience with same or similar subawards; (a) Results of previous audits; (b) Whether new or substantially changed personnel or systems, and; (c) Extent and results of Federal awarding agency or the pass-through entity’s monitoring. 7. Establish and follow a process for deciding whether to impose additional requirements on subrecipients based on risk factors as required by2 CFR 200.332(c). Examples of additional requirements authorized by 2 CFR 200.208include:(a) Requiring payments as reimbursements rather than advance payments; (b) Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given period of performance; (c) Requiring additional, more detailed financial reports; (d) Requiring additional project monitoring; (e) Requiring the non-Federal entity to obtain technical or management assistance,and (f) Establishing additional prior approvals. 8. Establish and follow a system for monitoring subrecipient performance that includes the elements required by 2 CFR 200.331(d) and report the results of the monitoring in performance reports as provided in the reporting terms and conditions of this agreement. 9. Establish and maintain an accounting system which ensures compliance with the $25,000 limitation at2 CFR 200.1, Modified Total Direct Costs, if applicable, on including subawardcosts inModified Total Direct Costsfor the purposes of distributing indirect costs. Recipients with Federally approved indirect cost rates that use a different basis for distributing indirect costs to subawards must comply with their Indirect Cost Rate Agreement. 10. Work with EPA’s Project Officer to obtain the written consent of EPA’s Office of International and Tribal Affairs (OITA), prior to awarding a subaward to a foreign or international organization, or a subaward to be performed in a foreign country even if that subaward is described in a proposed scope of work. 11. Obtain written approval from EPA’s Award Official for any subawards that are not described in the approved work plan in accordance with 2 CFR 200.308. 12. Obtain the written approval of EPA’s Award Official prior to awarding a subaward to an individual if the EPA-approved scope of work does not include a description of subawards to individuals. 13. Establish and follow written procedures under 2 CFR 200.302(b)(7) for determining that subaward costs are allowable in accordance with 2 CFR Part 200, Subpart Eand the terms and conditions of this award. These procedures may provide for allowability determinations on a pre-award basis, through ongoing monitoring of costs that subrecipients incur, or a combination of both approaches provided the pass-through entity documents its determinations.14. Establish and maintain a system under2 CFR 200.332(d)(3) and 2 CFR 200.521 for issuing management decisions for audits of subrecipients that relate to Federal awards. However, the recipient remains accountable to EPA for ensuring that unallowable subaward costs initially paid by EPA are reimbursed or mitigated through offset with allowable costs whether the recipient recovers those costs from the subrecipient or not. 15. As provided in2 CFR 200.333, pass-through entities must obtain EPA approval to make fixed amount subawards. EPA is restricting the use of fixed amount subawards to a limited number of situations that are authorized in official EPA pilot projects. Recipients should consult with their EPA Project Officer regarding the status of these pilot projects. By accepting this award, the recipient is certifying that it either has systems in place to comply with the requirements described in Items 1 through 14 above or will refrain from making subawards until the systems are designed and implemented.

EPA Subaward Policy Appendix C: Model Programmatic Subaward Reporting Requirement The recipient must report on its subaward monitoring activities under 2 CFR 200.332(d). Examples of items that must be reported if the pass-through entity has the information available are: 1. Summaries of results of reviews of financial and programmatic reports. 2. Summaries of findings from site visits and/or desk reviews to ensure effective subrecipient performance. 3. Environmental results the subrecipient achieved. 4. Summaries of audit findings and related pass-through entity management decisions. 5. Actions the pass-through entity has taken to correct deficiencies such as those specified at 2 CFR 200.331(e), 2 CFR 200.208 and the 2 CFR Part 200.339 Remedies for Noncompliance. Note: EPA Project Officers may customize this reporting requirement based on programmatic information needs.

EPA Subaward Policy Appendix D: Subaward Agreement Template OVERVIEW: Program Offices may provide this subaward template to recipients of EPA financial assistance that are Pass-through entity as defined by 2 CFR 200.1to assist them in complying with the “subaward content” requirements in 2 CFR 200.332(a). EPA does not mandate the use of this template.Pass-through entities may use their own form of subaward agreements provided the requirements of 2 CFR 200.332(a) are met. Any changes to the data elements that are required under 2 CFR 200.332(a)must be reflected in subsequent modifications to subawards. If any of the information required by 2 CFR 200.332(a) is not available, pass-through entities must provide the best information that is available to describe the Federal award and subaward.Section I.[Title and Description of Subaward including whether the Subaward is for Research and Development]Section II. Federal Requirements. A. Federal Award Identification. 1. Subrecipient name--which must match registered name in the System for Award Management (SAM). If the subrecipient is not yet registered in SAM, then information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov). 2. The subrecipient’s “unique entity identifier” in SAM. This identifier is required for registering in SAM and by 2 CFR Part 25 and 2 CFR 200.332(a)(1). Note: Additional information on registering in SAM is available at the SAM Internet site: https://www.sam.gov/SAM/and in the “General Term and Conditions” (T&Cs), under the “System for Award Management and Universal Identifier Requirements” T&C, of the pass-through entity’s agreement with EPA. 3. Federal Award Identification Number (FAIN) The FAIN corresponds with the “Assistance ID No.” on the EPA Notice of Award. 4. EPA Award Date. This is the date the EPA Award Official signs the assistance agreement with the pass-through entity and may be found on page 1 of the EPA Notice of Award. 5. Subaward Period of Performance Start and End Date; 6. Amount of EPA Funds Obligated under the initial subaward. Subsequent funding actions may be documented by amendments to the subaward. 7. Total or cumulative amount of EPA Funds Obligated to the subrecipient under the initial subaward plus any subsequent funded amendments. These amounts may be documented in sequential amendments to the subaward. 8. Total Amount of the EPA funds committed to the subrecipient by the pass-through entity. This is typically the “ceiling” amount for the subaward that may not be exceeded in funded amendments.

9. Federal award project description, as required to be responsive to the Federal FundingAccountability and Transparency Act (FFATA). This information may be found in the “Project Title and Description” box on page 1 of the EPA Notice of Award.10. Information identifying EPA as the Federal awarding agency, your organization as the pass-through entity, and contact information for your awarding official for the subaward. 11. Assistance Listing Number and Name for each EPA award used to support the subaward. Assistance Listing information for the pass-through entities’ EPA award may be found on page 2 of EPA’s Notice of Award form in the second chart under “EPA Award Information”. (Note the Uniform Grant Guidance requires at2 CFR 200.332(a)(1)(xii) that the Pass-through entities identify the dollar amount under each Federal award and the CFDA number at the time of disbursement of Federal funds to the subrecipient so it is important for pass-through entities to maintain accounting records to meet this requirement.12. Indirect cost rate for the pass-through entity’s Federal award. This rate may be found on page 3 of the pass-through entity’s EPA Award in Table A, Object Class Category and may be the 10% de-minimis indirect cost rate described at 2 CFR 200.414(f). B. All “flow down” requirements imposed on the subrecipient by the pass-through entity to ensure that the EPA award is used in accordance with Federal statutes, regulations and the terms of the EPA award. The subrecipient is accountable to the pass-through entity for compliance with Federal requirements. In turn, the pass-through entity is responsible to EPA for ensuring that subrecipients comply with Federal requirements. These requirements include, among others: 1.Title VI of the Civil Rights Act and other Federal statutes and regulations prohibiting discrimination in Federal financial assistance programs, as applicable. 2.Reporting Subawards and Executive Compensation under Federal Funding Accountability and Transparency Act (FFATA) set forth in General Condition of the pass-through entity’s agreement with EPA entitled “Reporting Subawards and Executive Compensation.” 3. Limitations on individual consultant fees as set forth in General Condition 2 CFR 1500.10and the General Condition of the pass-through entity’s agreement with EPA entitled “Consultant Fee Cap.” 4.EPA’s prohibition on paying management fees as set forth in General Condition of the pass-through entity’s agreement with EPA entitled “Management Fees.” 5. The Procurement Standards in 2 CFR Part 200 including those requiring competition when the subrecipient acquires goods and services from contractors (including consultants) and Domestic preferences for procurements at 2 CFR 200.322. 6. For states and other public recipients, a provision ensuring that subawards are not conditioned in a manner that would disadvantage applicants for subawards based on their religious character. Other statutes, regulations and Executive Orders that may apply to subawards are described at Information on Requirements that Pass-Through Entities must “Flow Down” to Subrecipients. Many Federal requirements are agreement or program specific and EPA encourages pass-through entities to review the terms of their assistance agreement carefully and consult with their EPA Project Officer for advice, if necessary.

C. Any additional requirements such as financial and performance reports the pass-through entityimposes on the subrecipient to ensure that the pass-through entity meets its own responsibilities to the Federal awarding agency. D. Subrecipient’s Indirect Cost Rate. The indirect cost rate may be a rate negotiated and approved by the subrecipient’s cognizant Federal agency. If the subrecipient does not have a Federal indirect cost rate, the pass-through entity may negotiate an indirect cost rate with the subrecipient that complies with2CFR Part 200, Subpart Eor use the 10% de-minimis indirect cost rate described at 2 CFR 200.414(f).E. Requirements for the subrecipient to provide access to subaward records so that the pass-through entity and Federal auditors may verify compliance with 2 CFR 200.332 as well as 2 CFR Part 200, Subpart D, Post Federal Award Requirements for Financial and Program Management, and 2 CFR Part200, Subpart F, Audit Requirements. Examples of records include: 1. Subrecipient financial statements and reports; 2. Programmatic reports including information on environmental results 3. Audit findings F. Additional Requirements imposed by the pass-through entity under 2 CFR 200.208 that reflect the pass- through entity’s assessment of the subrecipient’s risk of noncompliance with Federal statutes, regulations and the terms and conditions of the subaward based on the factors described at 2 CFR 200.332(b). 1. Risk factors may include: (a) Prior experience with same or similar subawards; (b) Results of previous audits; (c) Whether new or substantially changed personnel or systems, and; (d) Extent and results of Federal awarding agency or the pass-through entity’s monitoring. 2. Examples of additional requirements authorized by 2 CFR 200.208 include: (a) Requiring payments as reimbursements rather than advance payments; (b) Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given period of performance; (c) Requiring additional, more detailed financial reports; (d) Requiring additional project monitoring; (e) Requiring the non-Federal entity to obtain technical or management assistance, and; (f) Establishing additional prior approvals.

G. Terms and conditions concerning the close out of the subaward. III. Other requirements based on the pass-through entity’s own laws, regulations, and policies to the extent that they do not conflict with applicable Federal laws, statutes, regulations and policies.

1 Rev. 9-6-2024
Sacramento Neighborhood Resilience Pilot Project Subaward Agreement This Sacramento Neighborhood Resilience Pilot Project Subaward Agreement, dated[ ], for purposes of identification, is between the CITY OF SACRAMENTO, a California municipal corporation (the “City”), and the SACRAMENTO TREE FOUNDATION, a California nonprofit public benefit corporation (“Subrecipient”). Subrecipient’s unique entity identifier is RV9TDMQPJ1J3. Background In April 2023, the City, the Subrecipient, Habitat for Humanity of Greater Sacramento (“Habitat”), and the Sacramento Unified School District (“SCUSD”) collaborated on an application for a grant through the U.S. Environmental Protection Agency’s Environmental Justice Government-to-Government Program (assistance listing number 66.312); the Subrecipient, Habitat, and SCUSD were identified as subrecipients in the grant application. The purpose of the grant is to fund urban cooling and resiliency strategies through the Sacramento Neighborhood Resilience Pilot Project (the “Project”). The Project will plant trees, install irrigation systems, implement low-water landscaping upgrades, distribute air filters, implement trash pick-up events, and support disaster preparedness trainings in the designated Project focus areas, as identified in attachment 1 (“Authorized Activities”). Together, these Project activities will counter the urban heat island effect and build neighborhood resilience to extreme weather events. On April 22, 2024, the U.S. Environmental Protection Agency (“EPA”) awarded the City a grant in the amount of $981,042.00 (Federal Award Identification Number 98T89701). The grant is evidenced by the cooperative agreement between the City and the EPA included as attachment 3 (the “EJG2G grant agreement”). The EJG2G grant agreement includes the federal award project description. Consistent with the grant application, the City is providing a subaward of the grant funds to the Subrecipient to carry out part of the Project, as provided in this agreement. This subaward is not for research and development. With these background facts in mind, the City and Subrecipient agree as follows: 1. Term. This agreement takes effect as described in section 30 and terminates on May 31, 2028, subject to early termination under section 7. 2 Rev. 9-6-2024

2. Disbursement of funds. The City shall disburse to the Subrecipient a total sum not to exceed $211,713 in accordance with section 3 below. The funds disbursed by the City under this agreement are referred to as “EPA funds.” In no instance will the City be liable for any payments or costs in excess of this amount, for any unauthorized or ineligible costs, or for costs incurred after May 31, 2027.3. Reimbursement basis.The City will make payments to the Subrecipient in arrears as follows: (a) Progress payments. On a monthly basis, the Subrecipient shall provide the City with a written report on the progress made on the Authorized Activities (in accordance with section 8(l) below) and a detailed and properly-documented invoice for reimbursement that must include, in addition to the information required in attachment 2, a detailed accounting of costs already incurred in sufficient detail for the City, in its opinion, to substantiate the costs. The City will notify the Subrecipient within fifteen business days following receipt of its invoice and written report of any circumstances or data identified by the City that would cause withholding of approval and subsequent payment. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Subrecipient within a reasonable time after invoice approval. (b) Final payment. As a condition of receiving final payment under this agreement, the Subrecipient shall provide the City with (i) all of the documents described in section 3(a), above, covering the period since the Subrecipient last submitted a monthly payment request, and (ii) the closeout report required under section 8(n), below. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement or that is needed to complete the closeout report. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Subrecipient within a reasonable time after invoice and closeout report approval. 4. Authorized uses. The following terms apply to the Subrecipient’s activities and expendituresrelated to this agreement: (a) The Subrecipient may seek reimbursement solely for costs it incurs that are necessary to carry out the activities listed in attachment 1 (“Authorized Activities”) in accordance with the budget listed in attachment 2 (“Approved Budget”). If a term included in 3 Rev. 9-6-2024
attachment 1 is stated as an obligation, then the Subrecipient is obligated to perform the term under this agreement. (b) The Subrecipient may seek reimbursement solely for eligible costs that it incurs between the effective date of this agreement and May 31, 2027. If Subrecipient receives a refund or credit for any cost for which it received a payment of EPA funds, Subrecipient shall return EPA funds in an amount equal to the refund or credit to the City by check payable to the City and delivered to the City at the address shown in section 29 no later than 10 days following receipt of such refund or credit, unless otherwise agreed to, in writing, by the City. (c) The Subrecipient shall comply with the terms of the EJG2G grant agreement, the EPA’s general terms and conditions included as attachment 4, and the EPA’s subaward policy included as attachment 5 (collectively, the “Federal Award Requirements”), as the Federal Award Requirements may be amended from time to time. (d) Any costs that are determined by subsequent audit to be unallowable are subject to repayment by the Subrecipient to the City within 60 days unless the City approves in writing an alternative repayment plan. (e) The Subrecipient shall not use the EPA funds to supplant funding provided by the City to the Subrecipient under any other agreement. The Subrecipient shall include a term in every grant subaward agreement and contract that prohibits the subrecipient or contractor from using EPA funds to supplant funding provided by the City directly or indirectly to the subrecipient or contractor. (f) If the Subrecipient has received other EPA funds from the City or any other entity, or has received other federal funds, Subrecipient shall not use the EPA funds awarded under this agreement to pay for direct or indirect costs already covered by the other federal funds or EPA fund payments. 5. Record retention and access. During the period that begins on the effective date of this agreement and ends three years after the City submits the final financial report required under the EJG2G grant agreement to the EPA, the Subrecipient shall do the following: (a) The Subrecipient shall maintain all financial records, supporting documents, statistical records, and all other records pertinent to the subaward of EPA funds and this agreement in accordance with generally accepted accounting practices, including the following records: (i) general ledger and subsidiary ledgers used to account for the 4 Rev. 9-6-2024
receipt of EPA funds and the disbursements of EPA funds to meet eligible expenses; (ii) budget records for all fiscal years covered by this agreement; (iii) payroll, time records, human resource records to support costs incurred for payroll expenses related to this agreement; (iv) receipts of purchases made related to this agreement; (v) contracts and subcontracts entered into using EPA funds and all documents related to such contracts; (vi) grant subaward agreements entered into using EPA funds and all documents related to such awards; (vii) all documentation of reports, audits, and other monitoring of contractors, subcontractors, the Subrecipient, and subrecipients; (viii) all documentation supporting the performance outcomes of contracts, subcontracts, grant subaward agreements, and this agreement; (ix) all internal and external email/electronic communications related to use of EPA funds; and (x) all investigative files and inquiry reports involving payment of EPA funds. (b) The Subrecipient shall make the records described in subsection (a) available to the City’s Accounting Manager (the “Accounting Manager”), the City Auditor, any independent auditor, the United States Environmental Protection Agency Office of Inspector General (the “OIG”), the Comptroller General of the United States (the “Comptroller General”), and any of their authorized representatives, at all reasonable times to make audits, examinations, excerpts, and transcripts. If the City requests, the Subrecipient shall obtain and provide to the City, at the Subrecipient’s sole cost, an independent financial audit of the Subrecipient’s use of the EPA funds. (c) The Subrecipient shall make its personnel available at all reasonable times to the Accounting Manager, the City Auditor, any independent auditor, the OIG, the Comptroller General, and any of their authorized representatives, for interviews and discussion related to this agreement and the records described in subsection (a). (d) Upon demand by the City, given in accordance with section 29, the Subrecipient shall reimburse the City for all EPA funds that the Accounting Manager, City Auditor, an independent auditor, the OIG, the Comptroller General, or any of their authorized representatives determines were expended for activities other than Authorized Activities in accordance with this agreement, with reimbursement to be by check payable to the City and delivered to the City at the address shown in section 29. 6. Supervision or discipline of minors. The Subrecipient shall not employ a person, whether as an employee, contractor, or volunteer, in a position with supervisory or disciplinary authority over a minor in connection with this agreement if the person has been convicted of an offense identified in California Public Resources Code section 5164, subdivision (a)(2). To give effect to this section, the Subrecipient shall conduct a criminal background check on 5 Rev. 9-6-2024
each person it employs in a position with supervisory or disciplinary authority over a minor.7. Termination.The City may terminate this agreement if the city manager determines that:(a) The Subrecipient has failed to perform, or has performed unsatisfactorily, any term of this agreement, including failing to use the EPA funds solely for Authorized Activities in accordance with the Federal Award Requirements. (b) The Subrecipient has made (with or without knowledge) any material misrepresentation of any nature with respect to any information or statements furnished to City in connection with this agreement; or (c) There is pending litigation with respect to the performance by Subrecipient of any of its duties or obligations under this agreement that may materially jeopardize or adversely affect the undertaking of or the carrying out of the Authorized Activities. 8. Pass-through entity and subrecipient requirements. The Subrecipient acknowledges that it is a subrecipient as defined in title 2 of the Code of Federal Regulations (“CFR”), section 200.1. In connection with its activities and expenditures related to this agreement, the Subrecipient shall do the following: (a) The Subrecipient shall comply with all federal laws, regulations, and terms of the Federal Award Requirements that apply to a pass-through entity or subrecipient of a subaward of EPA funds, including the applicable provisions of the CFR, as set forth in the federal assistance listing number 66.312; (b) The Subrecipient shall maintain a valid SAM.gov registration; (c) The Subrecipient shall comply with the applicable cost principles in title 2, CFR, part 200, subpart E and, to the extent required, costs must be reasonable, eligible, and allocable as provided in title 2, CFR, sections 200.404 and 200.405; (d) The Subrecipient shall not seek reimbursement for pre-award costs, as defined in title 2, CFR, section 200.458; (e) The Subrecipient shall comply with all laws and regulations, including title 2, CFR, part 200, subpart D, when purchasing equipment or property; 6 Rev. 9-6-2024
(f) The Subrecipient shall comply with the audit requirements in title 2, CFR, part 200, subpart F; (g) The Subrecipient shall enter into a written grant subaward agreement for each subaward of EPA funds that the Subrecipient makes to a subrecipient; (h) The Subrecipient shall enter into a written contract when it purchases goods or services using EPA funds. All procurement contracts using EPA funds must be consistent with the procurement standards set forth in title 2, CFR, sections 200.317 through 200.327; (i) The Subrecipient shall ensure that each written grant subaward agreement for a subaward of EPA funds imposes on the subrecipient all the obligations that this agreement imposes on the Subrecipient;(j) The Subrecipient shall report its subaward and executive compensation information asrequired by title 2, CFR, part 170; (k) The Subrecipient shall report subawards and executive compensation as required by section 15 of the EPA’s general terms and conditions; (l) On a monthly basis, the Subrecipient shall provide the City with a written report on the progress made on the Authorized Activities. This monthly report must include all the following: (1) A performance report consistent with the “Performance Reports – Content” section in the Programmatic Conditions of the EJG2G grant agreement; (2) Data and deliverables (as available); (3) The amount of any subaward and the name of each subaward recipient and the names of any contractors paid with EPA funds and the amount paid;(4) The location of all workplaces where the Subrecipient carries out Authorized Activities; and(5) Any other information the City may request to demonstrate that the EPA funds are being used solely for Authorized Activities and in accordance with all applicable laws. 7 Rev. 9-6-2024
(m) Upon the request of the City, the Subrecipient shall provide the City with an annual recovery plan performance report that provides information on how the Subrecipient is planning to ensure project outcomes are achieved in an effective, efficient, and equitable manner, and the Subrecipient’s progress on key performance indicators determined by the City and identified by the EPA (each such report, a “Report”). If the City requests a Report, the Subrecipient shall deliver the Report to the City no later than July 15 of each year; and (n) The Subrecipient shall provide the City with a closeout report that includes all the following: (i) an itemized list of all expenditures of EPA funds; (ii) the name of each subrecipient of EPA funds; (iii) the name of each contractor who is paid with EPA funds; (iv) the amount of each subaward of EPA funds; (v) the amount of each contract for the purchase of goods or services that is paid for in whole or in part with EPA funds; (vi) a copy of each grant subaward agreement between the Subrecipient and a subrecipient for a subaward of EPA funds; (vii) a copy of each contract for the purchase of goods or services that is paid for in whole or in part with EPA funds; (viii) all information required to be reported under attachment 1; and (ix) any other information that the City may request to demonstrate that the EPA funds were used solely for Authorized Activities in accordance with the Federal Award Requirements. The Subrecipient shall include with the report a certification that it used the EPA funds solely for Authorized Activities in accordance with the Federal Award Requirements. 9. Prevailing wages. If this agreement is for construction, alteration, or repair (including painting and decorating) of public buildings or public works, the Subrecipient shall comply with the provisions of the Davis-Bacon Act (40 U.S.C. §§3141-3148) and all rules, regulations, and orders promulgated under the act. Among other provisions, the Davis-Bacon Act establishes minimum wages and fringe benefits; prohibits deductions or rebates from payments; provides for the withholding of funds to assure compliance with wage provisions; and provides for the termination of the agreement and debarment of the Subrecipient for failure so to comply. Additionally, California state prevailing wages may apply (California Labor Code §1720 et seq.), in which case prevailing wages will be the higher of either the Davis-Bacon wages or the California state prevailing wage, as determined by trade. 10. Debarment certification. (a) Pursuant to title 2 CFR, parts 180 and 200, applicable Executive Orders, and the EPA regulations at title 2, CFR, part 1532 (Nonprocurement Debarment and Suspension), which adopt the common rule for the governmentwide system of debarment and suspension for nonprocurement activities, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise 8 Rev. 9-6-2024
excluded or ineligible for participating in federal assistance programs or activities. By signing this agreement, the Subrecipient warrants and certifies under penalty of perjury under the laws of the State of California that Subrecipient, including any owner, partner, director, officer, or principal of the Subrecipient, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency; (2) Has not within the three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within the three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within the three-year period preceding this certification, of any delinquent federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in 48 CFR Section 52.209-5 of the federal Acquisition Regulations. (b) The Subrecipient shall comply with title 2, CFR, part 180, subpart B before entering into a covered transaction with a participant at the next lower tier. (c) The Subrecipient shall pass the requirement to comply with title 2, CFR, part 180, subpart B, to each person with whom the Subrecipient enters into a coverage transaction at the next lower tier. 9 Rev. 9-6-2024
(d) City will review the federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this agreement. The Subrecipient shall provide immediate written notice to the City if, at any time, the Subrecipient learns this certification is erroneous or has become erroneous by reason of changed circumstances. If the City later determines that the Subrecipient’s warranties and certification in this Section were erroneous, the City may terminate this agreement for default. 11. Equal employment opportunity. (a) During the term of this agreement, the Subrecipient shall: (1) Comply with all federal nondiscrimination laws and equal opportunity laws and regulations, as may be amended from time to time; (2) Not to participate directly or indirectly in the discrimination prohibited by any federal law or regulation, including but not limited to: (1) Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §2000d et seq.), the EPA’s implementing regulations at title 40, CFR, parts 5 and 7, and any applicable implementing federal directives that may be issued; (2) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.); and (C) Section 324 of title 23 U.S.C., prohibiting discrimination based on gender, Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794), the Age Discrimination Act of 1975, as amended (42 U.S.C. §6101 et seq.), and EPA’s implementing regulations at title 40, CFR, parts 5, 7, and 12; and (3) Permit access to its books, records, accounts, other sources of information, and its facilities as required by the City or the applicable federal agency; (b) If the Subrecipient fails to comply with any nondiscrimination provisions in this agreement, the City and the applicable federal agency will have the right to impose such contract sanctions as they determine are appropriate, including withholding payments to the Subrecipient until the Subrecipient complies, and cancelling, terminating, or suspending this agreement, in whole or in part; and 10 Rev. 9-6-2024
(c) The Subrecipient shall insert the terms of subsections (a) and (b), in every subaward agreement and procurement contract and in every notice of funding availability and solicitation;(d)Compliance with all non-discrimination and equal employment opportunity laws: (1) It is the City’s policy to comply with state and federal laws and regulations including Title VI of the Civil Rights Act of 1964, Americans with Disabilities Act of 1990 (ADA) and other federal and state anti-discrimination laws and regulations. The City does not discriminate on the basis of race, color, sex, creed, religious creed, national origin, age, marital status, ancestry, medical condition, disability (including HIV and AIDS), sexual orientation or gender identity in conducting its business. The City prohibits discrimination by its employees, subrecipients, contractors, and consultants; (2) The Subrecipient assures the City that it complies with, and that the Subrecipient will require that its subrecipients and contractors comply with, all non-discrimination and equal opportunity laws; and (3) The Subrecipient’s failure to comply with these provisions constitutes a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the City may deem appropriate. 12. Prohibition of expending state or federal funds for lobbying. (a) The Subrecipient certifies, to the best of its knowledge or belief, that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to influence an officer or employee of any state or federal agency, a member of the California Legislature or United States Congress, an officer or employee of the California Legislature or Congress, or any employee of a member of the California Legislature or Congress in connection with the awarding of any state or federal contract, the making of any state or federal grant, the making of any state or federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 11 Rev. 9-6-2024
(2) If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or any employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Subrecipient will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (b) This certification is a material representation of fact upon which reliance was placed when this agreement was entered into. This certification is a prerequisite for making or entering into this agreement imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Subrecipient also agrees, by signing this agreement, that it will require that the language of this certification be included in all lower tier contracts and subawards that exceed $100,000, and that all such subcontractors and subrecipients shall certify and disclose accordingly. (d) The Subrecipient certifies or affirms the truthfulness and accuracy of each statement of its certification and any disclosure. In addition, the Subrecipient understands and agrees that the provisions of Chapter 38 of title 31 of U.S. Code, Administrative Remedies for False Claims and Statements, apply to this certification and any disclosure. 13. Drug-free certification. By signing this agreement, the Subrecipient hereby certifies under penalty of perjury under the laws of the State of California that the Subrecipient will comply with the requirements of title 2, CFR, parts 182 and 1536 (Governmentwide Requirements for Drug-Free Workplace) and will provide a drug-free workplace as required by law, including taking the following actions: (a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited, and specifying actions to be taken against employees for violations; the statement must also let each employee know that, as a condition of employment under any federal award, he or she: (1) Will abide by the terms of the statement; and 12 Rev. 9-6-2024
(2) Must notify the Subrecipient in writing if he or she is convicted for a violation of a criminal drug statute occurring in the workplace and must do so no more than five calendar days after the conviction.(b) Establish a Drug-Free Awareness Program to inform employees about:(1) The dangers of drug abuse in the workplace; (2) The Subrecipient’s policy of maintaining a drug-free workplace; (3) Any available counseling, rehabilitation, and employee assistance programs; and (4) Penalties that may be imposed upon employees for drug abuse violations. (c) Require that a copy of the drug-free workplace policy statement described in Section 13(a) be given to each employee who works on a program funded under this agreement. 14. Conflicts of interest. The Subrecipient, its officers, directors, employees, agents, subrecipients, and contractors shall not have or acquire any interest, directly or indirectly, that creates an actual or apparent conflict with the interests of the City or that in any way hinders the Subrecipient’s performance under this agreement. The Subrecipient shall disclose, in writing to the City, any potential conflict of interest affecting the awarded funds in accordance with title 2, CFR, section 200.112 and must maintain a conflict-of-interest policy consistent with title 2, CFR, section 200.318, subsection (c). 15. Rebates, kickbacks, or other unlawful consideration. (a) Subrecipient warrants that this agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, the City has the right, in its discretion: to terminate this agreement without liability; to pay only for the value of the work actually performed; or to deduct from theagreement price, or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. (b) The Subrecipient shall comply with the Copeland “Anti–Kickback” Act (40 U.S.C. §3145), as supplemented by Department of Labor regulations (title 29, CFR, part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). 13 Rev. 9-6-2024

26. Trafficking Victims Protection Act Of 2000. The Subrecipient and its subrecipients, contractors, and subcontractors shall not engage in, or use labor recruiters, brokers, orother agents who engage in any of the conduct described in 22 U.S.C. section 7104, subsection (g)(1) – (4).27. Consultant cost cap. The provisions of title 2, CFR, section 1500.10 apply to this agreement. 28. Management fees. The prohibition against management or similar charges as provided in section 9 of the EPA’s general terms and conditions apply to this agreement. 29. Notices. Any notice, request, report, or demand under this agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this section 29 to the persons identified below or their successors. A mailed notice, application, request, report, or demand will be effective or will be considered to have been given on the third calendar day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice, application, request, report, or demand sent in any other manner will be effective or will be considered properly given when actually delivered. Any party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this section. If to the City: City of Sacramento Office of Climate Action and Sustainability 915 I Street, 2nd Floor Sacramento, California 95814 Attention: Sarah Kolarik, Sustainability Analyst Email: [email protected] If to the Subrecipient: Sacramento Tree Foundation 6011 Midway Street Sacramento, CA 95828 Attention: Garrett Werner, Director of Education and Engagement Email: [email protected] 17 Rev. 9-6-2024

30. Effective date. This agreement is effective on the date that all parties have signed it, as indicated by the dates in the signature blocks below.31. Indemnity.The Subrecipient shall defend, hold harmless and indemnify the City, its officers and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by the City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (collectively, “Liabilities”), including Liabilities arising from personal injury or death, damage to personal, real or intellectual property or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way related to this agreement, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment, except that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the sole negligence or willful misconduct of the City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the direct supervision and control of the Subrecipient. 32. Insurance. During the term of this agreement, the Subrecipient shall maintain insurance coverage as follows: (a) Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Subrecipient, its subcontractors, products and completed operations of Subrecipient, its subcontractors, and premises owned, leased, or used by the Subrecipient, its subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy must provide contractual liability and products and completed operations coverage for the term of the policy. The policy must not include an exclusion for sexual abuse, physical abuse, or molestation.(b) The minimum limits of insurance required by section 32(a) may be satisfied by a combination of primary and umbrella or excess insurance coverage; provided that any umbrella or excess insurance must contain, or be endorsed to contain, a provision that it applies on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by the City, its officials, employees, or volunteers is in excess of such umbrella or excess coverage and does not contribute with it. 18 Rev. 9-6-2024
(d) The City, its officials, employees, and volunteers must be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Subrecipient and its subcontractors; products and completed operations of Subrecipient and its subcontractors; and premises owned, leased, or used by Subrecipient and its subcontractors. (e) Workers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than $1,000,000. The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. The Subrecipient shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from an insurer. (f) The policies must contain, or be endorsed to contain, the following provisions: (1) Subrecipient’s insurance coverage, including excess insurance, is primary insurance as respects the City, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees, or volunteers is in excess of Subrecipient’s insurance and does not contribute with it. (2) Any failure to comply with reporting provisions of the policies does not affect coverage provided to the City, its officials, employees, or volunteers. (3) Coverage must state that Subrecipient’s insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (h) The Subrecipient shall provide the City with 30 days’ written notice of cancellation or material change in the policy language or terms. (i) Insurance must be placed with insurers with a Bests’ rating of not less than A:VI. Self-insured retentions, policy terms, or other variations that do not comply with the requirements of this section 32 must be declared to and approved by the City in writing prior to execution of this agreement. (j) The Subrecipient shall furnish the City with certificates evidencing the insurance required. The certificates must be forwarded to the City representative named in 19 Rev. 9-6-2024
section 29. Copies of policies must be delivered to the City on demand. Certificates of insurance must be signed by an authorized representative of the insurance carrier.(k) For all insurance policy renewals during the term of this agreement, the Subrecipientshall send insurance certificates reflecting the policy renewals directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 Insurance certificates also may be faxed to (888) 355-3599, or e-mailed to: [email protected](l) The City may withdraw its offer of contract or terminate this agreement if the certificates of insurance required have not been provided prior to execution of this agreement. The City may withhold payments to the Subrecipient or terminate the agreement if the insurance is canceled or the Subrecipient otherwise ceases to be insured as required by this section 32. (m) Any available insurance proceeds in excess of the specified minimum limits and coverages must be made available to the City. (n) The Subrecipient’s liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Subrecipient in connection with this agreement. 33. Miscellaneous. (a) Assignment. The Subrecipient may not assign or otherwise transfer this agreement or any interest in it without the City’s written consent, which the City may grant or deny in its sole discretion. An assignment or other transfer made contrary to this section 33(a) is void. (b) Successors and assigns. This agreement binds and inures to the benefit of the successors and assigns of the parties. This section 33(b) does not constitute the City’s consent to any assignment of this agreement or any interest in this agreement. (c) Interpretation. This agreement is to be interpreted and applied in accordance with California law. Attachments 1 - 5 are part of this agreement. 20 Rev. 9-6-2024
(d)Waiver of breach.A party’s failure to insist on strict performance of this agreement or to exercise any right or remedy upon the other party’s breach of this agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of the other party’s breach of any term or provision in this agreement is not a continuing waiver or a waiver of any subsequent breach of the same or any other term or provision. A waiver is binding only if set forth in writing and signed by the waiving party. (e) Severability. If a court with jurisdiction rules that any nonmaterial part of this agreement is invalid, unenforceable, or contrary to law or public policy, then the rest of this agreement remains valid and fully enforceable. (f) Time of essence. Time is of the essence in performing this agreement. (g) Compliance with all laws, requirements, and orders. The Subrecipient shall comply with all applicable laws, regulations, orders of public officials, and requirements in connection with this agreement. (h) Tax implications and consequences. The City makes no representations as to the tax consequences associated with the disbursement of EPA funds related to this agreement, and any determination related to this issue is the sole responsibility of the Subrecipient. Subrecipient acknowledges consulting with its own tax advisors or tax attorneys regarding this transaction or having had an opportunity to do so prior to signing this agreement. Subrecipient acknowledges the City cannot provide advice regarding the tax consequences or implications of the EPA funds disbursed to Subrecipient under the terms of this agreement. (i)Authority to sign. The person signing this agreement on Subrecipient's behalf represents that he or she is authorized to do so and that no further action beyond his or her signature is required to bind Subrecipient to this agreement. City shall have no obligations whatsoever under this agreement, unless and until this agreement is executed by the City Manager or the City Manager’s authorized designee. (j) Counterparts.The parties may sign this agreement in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the agreement have the same binding effect as originals. 21 Rev. 9-6-2024
(k)Electronic signatures. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signatures appearing on this agreement are the same as handwritten signatures for all purposes.(l)Integration and modification. This agreement sets forth the parties’ entire understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersedes all prior or contemporaneous agreements, representations, and negotiations—written, oral, express, or implied—and, except as provided in attachment 2, may be modified only by another written agreement signed by both parties. (Signature Page Follows) 22Rev. 9-6-2024
CITY OF SACRAMENTO,a California municipal corporationBy: ____________________________Ryan Moore, Assistant City ManagerDated: _______________Attest City ClerkBy: ____________________________Deputy City ClerkApproved as to Form City AttorneyBy: ____________________________Deputy City Attorney SACRAMENTO TREE FOUNDATION, a California nonprofit public benefit corporationBy: ____________________________Jessica Sanders, Executive DirectorDated: ________________

23 Rev. 9-6-2024
Attachment 1 Authorized Activities
Sacramento Neighborhood Resilience Pilot Project
1 Attachment 1 Authorized ActivitiesThe Subrecipient shall use the US EPA funds solely to do the following:1. The Subrecipient shall carry out the urban cooling and resiliency strategies identified in subsection 1.(a), below, to counter urban heat-island effect and extreme-weather events in the vulnerable, low-income areas identified in subsection 1.(b), below (the “Project”). The urban cooling and resiliency strategies identified in subsection 1.(a), below, are referred to as the “Project Activities”; the areas identified in subsection 1.(b), below, are referred to as the “Project Focus Areas.” The Subrecipient shall partner with the City, Habitat, and SCUSDto carry out the Project Activities. (a) Project Activities. The Subrecipient shall do the following: (1) Collaborate with other grant partners to implement tree planting work. In carrying out this activity, the Subrecipient shall: A. Coordinate with Habitat to plant up to two trees at each of the 40 participating homes; prioritize front yards for tree planting; and plant trees in strategic locations to mitigate the heat island effect and reduce electricity usage by shading buildings; B. Coordinate with SCUSD to provide input on campus greening design; C. Coordinate with SCUSD to plant 30+ trees per school; and D. Host six total tree planting events to support school and residential tree planting; engage at least 50 volunteers through tree planting events; and provide tree care education at planting events; (2) Conduct outreach to identify additional participating homes. In carrying out this activity, the Subrecipient shall: A. Conduct outreach to homes near the schools for additional tree planting (e.g., door-knocking, community block parties, etc.) in areas without a City-owned planting strip. In carrying out this activity, the Subrecipient shall engage at least 250 residents and 50 homes; and Sacramento Neighborhood Resilience Pilot Project
2 B. Plant up to 100 trees;(3) Provide education on tree care and maintenance from an urban forester to all homes with a new tree; (4) Develop lessons and curriculum regarding tree benefits for teachers for student engagement, and coordinate with SCUSD for curriculum development and implementation. The curriculum must include topics covering tree care; urban heat;climate change and resiliency; the benefits of trees; and complementary water conservation, energy efficiency, and electrification topics. In carrying out thisactivity, the Subrecipient shall coordinate with SCUSD to provide tree-benefit education to 100 students; (5) Implement outreach and educational work in an accessible way, including through a combination of in-person instruction and printed materials (which may also include links to videos). Printed materials must be highly visual with simple language and translation as needed. In carrying out this activity, the Subrecipient shall utilize bilingual staff in as available for in-person engagement; and (6) Assist with administration of the EPA grant by: A. Participating in monthly subaward coordination meetings and quarterly partner coordination meetings; B. Supporting invoicing and biannual grant reporting by providing documentation as requested; C. Leveraging the Subrecipient’s communication and outreach channels to support other project-related work being implemented by the City; and D. Coordinating with other grant partners as needed (e.g., County of Sacramento, Sacramento Municipal Utility District). (b) Project Focus Areas. The Subrecipient shall carry out the Project Activities only in the following areas: (1) Del Paso Boulevard area: census tracts 6067006300, 6067006400, 6067006501, 6067006502, 6067006600, 6067006703, 6067006704, 6067006705, 6067006706, 6067006801, 6067006802, 6067006803; Sacramento Neighborhood Resilience Pilot Project
3 (2) Meadowview area: census tracts 6067004201, 6067004202, 6067004203, 6067004301, 6067004302, 6067004906, 6067004907, 6067004908, 6067009601; and (3) Stockton Boulevard area: census tracts 6067003102, 6067003202, 6067003700, 6067004401, 6067004402, 6067004603, 6067004604, 6067004701, 6067004702, 6067004801, 6067004802, 6067005002, 6067005003. (c) Project schedule. (1) The Subrecipient shall complete all Project Activities by May 31, 2027 (the “Subaward Period Performance Date”). The Subaward Period Performance Date may be modified only by another written agreement signed by both parties. (2) In carrying out the Project Activities, the Subrecipient shall attempt to follow the schedule in subsection 1.(c)(3), below. Subject to the limitation in subsection 1.(c)(1), above, the Subrecipient may submit email requests for changes to the schedule subsection 1.(c)(3), below, to the City, which the City may approve or deny in its sole discretion. (3) Schedule.

A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M JProject AdministrationResidential ResilienceSchool GreeningNeighborhood Capacity BuildingCY 2027Project ActivityMilestoneCY 2024 CY 2025 CY 2026Habitat / SMUD / City identify homes for residential upgradesOutdoor water conservation / river-friendly landscaping upgradesReferrals to Leak Free SacramentoTrees planted at homes receiving upgradesEducation provided to residents who received treesExecute Grant AgreementPerformance measurement monitoring and reportingMonthly meetings with EPA Regional Project OfficerSemi-annual progress reportsProject closeoutPublic outreach summaryEducation provided to students and familiesNeighborhood meetings in target areasPrepare neighborhood celebration materials and resourcesNeighborhood celebrations: cleanup and CERT trainingDevelop AB 617 Steering Committee Training CurriculumConduct AB 617 Steering Committee Training SeriesDevelop school site improvement plansEducational materials developedCampus greening site improvementsVolunteer tree planting events at schoolsTargeted outreach to residential properties along routes to schoolsVolunteer tree planting events at homes along routes to schoolsAir filters installed Sacramento Neighborhood Resilience Pilot Project
4 2. The Subrecipient shall attempt to achieve the following outcomes in the Project Focus Areas: (a) Increased resident awareness and understanding of: (1) Sustainability topics and actions, including water conservation, air quality issues, and City climate-related resources (like the City’s Xerohome tool); (2) Tree-related topics, including tree care skills, benefits of trees, urban forestry resources, and the urban heat island effect; and (3) Water conservation measures that irrigate trees efficiently; (b) Increased number of: (1) Trees in target neighborhoods and on school campuses; (2) Residents participating in tree planting or care; (3) Students and families participating in efforts to address urban heat and air quality issues at their school; (c) Increased usage of: (1) The Subrecipient’s Sacramento Shade and NeighborWoods Programs in vulnerable neighborhoods; (2) City Department of Utilities’ river-friendly landscape (RFL) rebates; (3) SMUD Instant Rebate Store; and (d) Decreased water usage. 3. The Subrecipient shall evaluate and report the efficacy of the Project at achieving the outcomes identified in Section 2, above. 24 Rev. 9-6-2024
Attachment 2Approved Budget
Sacramento Neighborhood Resilience Pilot Project
1 Attachment 2 Approved Budget1. Informal budget adjustments.The City, in its sole discretion, may allow the Subrecipient to make budgetary changes that include line-item expenditures among direct costs, changes in key personnel, transferring or contracting out any work (excluding supplies, materials, equipment, or general support services), and making changes in third-party services for central program activities without the need for another written agreement signed by both parties, subject to the following requirements: (i) the Subrecipient shall notify, and must receive approval in writing from, the City before making any change or transfer, and (ii) the changes must not result in any change in the Authorized Activities. 2. Payments to subrecipient. The terms in this section are in addition to those in sections 2 and 3 of the agreement. If there is a conflict between the terms of this section and those in section 2 or 3 of the agreement, the terms of section 2 or 3 of the agreement prevail. The subrecipient is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction. The Subrecipient shall do the following: (a) Submit all invoices and any attachments to [email protected]; (b) Include all the following information with each invoice: (1) Job/project name;(2) City’s current purchase order number;(3) Subrecipient’s invoice number; (4) Date of invoice issuance; (5) City representative identified on the purchase order; (6) Subrecipient’s remit address; (7) Itemized description of items billed under invoice; (8) Itemized description of all applicable taxes (sales, use, excise, etc.); and (9) Total billed to date under agreement. (c) Items must be separated into the budget categories as identified in the budget table below. Expenses should be itemized in sufficient detail to allow the City to determine the allocability and reasonableness of the expense. Invoices that do not conform to the format outlined above will be returned to Subrecipient for correction. City is not responsible for delays in payment to Subrecipient resulting from Subrecipient’s failure to comply with the invoice format described above.

Sacramento Neighborhood Resilience Pilot Project
2 DescriptionPersonnelPosition Title Annual Salary % of Time Per Year for 3 YearsTotal (across 3 years)Director, Education $ 108,200.00 6 19,476.00$ Education Director @ $108,200 annual salary X 6% of time on project per year for 3 years = $19,476Community Arborist $ 70,720.00 10 21,216.00$ Community Arborist @ $70,720 annual salary X 10% of time on project per year for 3 years = $21,216Community Liaison $ 70,720.00 11 23,337.60$ Community Liaison @ $70,720 annual salary X 11% of time on project per year for 3 years = $23,337.60Volunteer Coordinator $ 70,720.00 11 23,337.60$ Volunteer Coordinator @ $70,720 annual salary X 11% of time on project per year for 3 years = $23,337.60Education Manager $ 70,720.00 18 38,188.80$ Education Manager @ $70,720 annual salary X 18% of time on project per year for 3 years = $38,188.80Total $ 125,556.00 Fringe BenefitsItem Rate Total Personnel CostsTotalEmployee Benefits $ 0.25 125,556 31,389.00$ Employee benefits at 25% of salary (includes medical, dental, life insurance, retirement) = $31,389Total $ 31,389.00 Trav elItem Rate Miles TotalEmployee travel $ 0.66 400 262.00$ Local mileage for personnel to outreach, volunteer events, and site coordination @ $0.655/mi X 400 miles = $262Total $ 262.00 E quipmentItem Unit Cost Quantity Total $ - Total $ - SuppliesItem Unit Cost Quantity Total15 gallon tree $ 80.00 260 20,800.00$ 260 15-gallon size trees @ $80 each = $20,800 Tree Stakes $ 13.00 520 6,760.00$ 520 tree stakes (two per tree) @ $13 each = $6,760Education Materials $ 2,000.00 1 2,000.00$ Education materials for students $2,000Printed Materials $ 10.00 500 5,000.00$ Printed materials $10 @ 500 packets = $5,000Hand Tools $ 40.00 15 600.00$ Hand tools (pruners, root saws) $40 @ 15 pairs = $600Tree Tape $ 10.00 10 100.00$ Tree tape $10 @ 10 rolls = $100Total $ 35,260.00 ContractualItem Rate Hours Total $ - Total $ - ConstructionItem Rate Hours Total $ - Total $ - OtherItem Unit Cost Quantity Total $ - Total $ - Indirect CostsItem Rate MTDC Total10% de minimis rate of MTDC10% $ 192,467.00 $ 19,246.00 10% de minimis IDC Rate, rounded down to nearest dollar ($192,467 X 10% = $19,246.00) Total $ 19,246.00 $ 211,713.00 Sacramento Neighborhood Resilience PilotSubaward Budget Detail - Sacramento Tree Foundation (STF)6/1/2024 to 5/31/2027 STF Subaward Total
25 Rev. 9-6-2024
Attachment 3EJG2G Grant Agreement - Award Letter 98T89701

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Sacramento City CouncilOctober 8, 2024

Sacramento City Council
October 8, 2024