Appendix B – Sample Grant Agreement - Adult Education & Vocational School Zero-Emission Vehicle Technology Training Project

APPENDIX B

Sample Grant Agreement

Adult Education & Vocational Schools

Zero-Emission Vehicle Technology

Training Project

[Project Name]

[Grantee Name]

Mobile Source Control Division

California Air Resources Board

August 2023

Grant Number: #######

This Sample Grant Agreement is provided as an illustration of terms that have been

historically included in Grant Agreements and is subject to change at CARB’s sole

discretion.

Sample

Table of Contents

EXHIBIT A ............................................................................................................ 2

A. AGREEMENT ....................................................................................................... 2

B. GRANT ACKNOWLEDGEMENT ......................................................................... 2

C. GRANT SUMMARY AND AMENDMENTS .......................................................... 5

D. GRANT PARTIES AND CONTACT INFORMATION ........................................... 5

E. TERM; TERMINATION; AMENDMENTS ............................................................. 5

F. DUTIES AND REQUIREMENTS ............................................................................ 9

G. GRANT AMOUNT ............................................................................................. 10

H. FISCAL ADMINISTRATION .............................................................................. 10

I. PROJECT MONITORING AND MEETINGS ........................................................ 17

J. REPORTING & DOCUMENTING EXPENDITURE OF STATE FUNDS ................ 18

K. OVERSIGHT AND ACCOUNTABILITY ............................................................... 23

L. PROJECT RECORDS .......................................................................................... 23

M. INTELLECTUAL PROPERTY .............................................................................. 25

N. GENERAL PROVISIONS .................................................................................... 26

EXHIBIT B .......................................................................................................... 51

WORK STATEMENT .............................................................................................. 51

Attachment I – Budget Summary ........................................................................... 52

Attachment II – Statement of Work ....................................................................... 53

Attachment III – Timeline, Deliverables, and Budget Details ................................ 54

Attachment IV – Key Project Personnel ................................................................. 55

EXHIBIT C .......................................................................................................... 56

EXHIBIT D .......................................................................................................... 57

EXHIBIT E .......................................................................................................... 58

Sample

EXHIBIT A

Grant Agreement:

GRANT PROVISIONS

[This is a sample Grant Agreement. An actual Grant Agreement will align with a

project’s scope, timeline, budget, and other project-specific details. Note, however,

that much of the language in a Grant Agreement is not subject to change and not

negotiable, including but not limited to the language in Sections K. Oversight and

Accountability, L. Project Records, and N. General Provisions.]

This Grant Agreement (“Grant”, “Grant Agreement” or “Exhibit A”) is entered into by

and between the State of California acting by and through the California Air Resources

Board (hereinafter referred to as “CARB”, the “Grantor”, the “State” or the “Board”)

and the [______] (hereinafter referred to as the “Grantee”). Grantor and Grantee are

each a “Party” and together the “Parties” to this Grant Agreement. The Parties agree

as follows:

A. AGREEMENT

The Parties agree to comply with the requirements and conditions herein as well as

all commitments identified in the Work Statement (Exhibit B), Grantee Application

Package (Appendix A) and the Fiscal Year (FY) 2021-2022 Grant Solicitation for the

Adult Education & Vocational School Zero-Emission Vehicle (ZEV) Technology

Training Project (Project).

B. GRANT ACKNOWLEDGEMENT

Where applicable, the Grantee agrees to acknowledge the California Climate

Investments program and CARB as a funding source for the Project, as outlined in

the California Climate Investments (CCI) Messaging and Communications Guide.

Below are specific requirements for acknowledgement.

The Grantee agrees to include the California Climate Investments funding

boilerplate language and California Climate Investments and CARB logos on all

outreach and public facing materials whenever projects funded, in whole or in part

by this Agreement, are publicized in any news media, websites, brochures,

publications, audiovisuals, or other types of promotional material. Guidelines for

the usage of the California Climate Investments logo can be found at

http://www.caclimateinvestments.ca.gov/logo-graphics-request.

The acknowledgement must read as follows: ‘[PROJECT NAME] is part of California

California Climate Investments Communications Guide http://www.caclimateinvestments.ca.gov/logo-

graphics-request

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Climate Investments, a statewide initiative that puts billions of Cap-and-Trade

dollars to work reducing greenhouse gas emissions, strengthening the economy,

and improving public health and the environment — particularly in disadvantaged

communities.’ And when applicable, the Spanish translation acknowledgement

must read as follows: ‘[NOMBRE DEL PROYECTO] forma parte de las Inversiones

del Clima de California, un iniciativa estatal que destina miles de millones de

dólares de Cap-and-Trade para la reducción de gases de efecto invernadero,

fortalecimiento de la economia y mejoramiento de la salud publica y el medio

ambiente – especialmente en comunidades en desventaja.’

The California Climate Investments logo and name serves to bring under a single

brand the many investments whose funding comes from the Greenhouse Gas

Reduction Fund (GGRF). The logo represents a consolidated and coordinated

initiative by the State to address climate change by reducing greenhouse gases,

while also investing in disadvantaged communities and achieving many other co-

benefits.

The Grantee agrees to adhere to the Board’s logo usage requirements in a manner

directed by CARB. CARB logos shall be provided to the Grantee by CARB Project

Liaison. The CARB logo is a visual representation of our air environment. The arcs

represent: the different elements that make up the air we breathe, the protection

of our atmosphere and the efforts we take to protect the health of Californians, the

collaboration of multiple stakeholders all moving in the same direction together,

and innovation with the arcs all growing and changing.

Finally, when preparing flyers, brochures, or other handout material that will be

used to promote the Project as one of CARB’s Low Carbon Transportation

Investment projects, the Grantee will incorporate Moving California typeset and

branding, as appropriate. Moving California is the branding of CARB’s suite of Low

Carbon Transportation Investment projects, including both light- and heavy-duty

projects. The Moving California typeset is displayed below and branding materials

will be provided by the CARB Project Manager.

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C. GRANT SUMMARY AND AMENDMENTS

Project Title:

Authorized Official:

Title:

Project Description:

Total Grant Amount: $

Total Resource Contribution: $

D. GRANT PARTIES AND CONTACT INFORMATION

1. The CARB Project Manager is _______________. Correspondence regarding this

project shall be directed to:

[CARB Staff]

Project Manager

Mobile Source Control Division

California Air Resources Board

1001 I Street

Sacramento, California 95814

[Phone]

[Email]

2. The Grantee Liaison is ______________. Correspondence regarding this project

shall be directed to:

[Name]

[Title]

[Grantee]

[Address]

[Phone]

[Email]

3. If the CARB Project Manager identified above changes, CARB will notify the

Grantee Liaison of said change and provide the new contact information. If the

Grantee Liaison identified above changes, the Grantee will notify the CARB

Project Manager of said change and provide the new contact information.

E. TERM; TERMINATION; AMENDMENTS

1. Term. The term of this Grant Agreement (“Term”) commences the date this

Grant Agreement is executed by authorized representatives of both Parties

(the “Effective Date”) and terminates on [DATE], unless terminated or

cancelled sooner per the terms of this Grant Agreement. Grantee’s

performance of work or other expenses billable to CARB under this Grant may

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not commence until after full execution of this Grant by authorized

representatives of both Parties.

2. Project Deemed Complete. Upon completion of the Project, the Grantee

shall submit a draft final Status Report to the CARB Project Liaison no later

than [DATE] pursuant to Section J, Reporting & Documenting Expenditure of

State Funds, of this Grant Agreement. Grantee’s performance shall be

deemed complete on the date CARB approves the final Status Report. A final

request for payment and final Status Report must be received by CARB no

later than [DATE] (See Section H, Fiscal Administration, of this Grant

Agreement for additional details).

3. Termination

i. Termination Without Cause by Grantor. This Grant Agreement may

be terminated at any time for any or no reason by Grantor upon

providing thirty (30) days advance written notice.

ii. Termination for Cause by Grantee. Upon providing ninety (90) days

advance written notice to Grantor, this Grant Agreement may be

terminated by Grantee if Grantor has breached a material provision of

the Grant Agreement.

iii. Termination for Cause by Grantor. This Grant Agreement may be

terminated by CARB without advance notice at any time if CARB has

determined, in its sole discretion, that the Grantee, or any of the

Grantee partners, consultants, contractors, subcontractors,

employees, representatives, agents, officers, or affiliates have

breached any of the terms or conditions of this Grant Agreement or

has violated or are in violation of any of his, her, their, its respective

obligations or responsibilities under this Grant Agreement or any

other agreement where CARB is an intended third party beneficiary.

1) Non-performance (Breach) Provisions. The Grantee agrees that

the following is a non-exhaustive list of the circumstances that

constitute non-performance (breach) under this Grant. These

circumstances will be solely determined by CARB and include, but

are not limited to:

a) Failure to comply with any of the provisions of the Grant,

including Exhibits.

b) Failure to obligate or expend Grant Funds within established

timelines, or failure to show timely interim progress to meet

these timelines.

c) Insufficient performance or widespread deficiencies with Grant

Fund or Project oversight, enforcement, recordkeeping,

contracting, inspections, or any other duties.

d) Misuse of Grant Funds.

e) Funding of ineligible activities or other items.

f) Exceeding the allowable Grant Fund or Administrative Fee

allotment.

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g) Insufficient, incomplete, or faulty documentation.

h) Failure to provide required documentation or reports

requested from CARB, or other State agencies, in a timely

manner.

i) Poor performance as determined by a review or fiscal audit.

2) Additional Remedies. In addition to any other requirements and

remedies set out elsewhere in this Grant Agreement, upon

request by CARB, the Grantee will also perform as follows:

a) Within fourteen days of any request, timely develop and

implement a corrective action plan.

b) Immediately cease all work and spending, and notify all

contractors, subcontractors, consultants, and employees to

immediately cease all work and spending.

iv. Upon termination of this Grant Agreement or upon issuance of the

termination notice (whichever occurs sooner) by either Party, the

Grantee shall immediately turn over all remaining Grant Funds in its

possession or control and all records, personally identifiable

information (“PII”), intellectual property, documents, information and

data relating to performance, accounting, administration, contracting

and management of the Grant Funds, the Project and the Program, as

well as any other materials requested by CARB or as otherwise

required by any of the provisions of this Grant.

v. CARB, at its sole discretion, may elect to have any or all the funding,

documentation, intellectual property and other property transferred

to another CARB-selected third-party administrator or designee.

vi. Unless otherwise directed in writing by CARB, upon termination of

this Grant Agreement or upon issuance of the termination notice

(whichever occurs sooner) by either Party, Grantee shall immediately

cease all work, and cease all expenditure of Grant Funds and

Administrative Fees.

vii. Unless otherwise directed in writing by CARB, upon termination of

this Grant Agreement or upon issuance of the termination notice

(whichever occurs sooner), the Grantee shall submit a final Grant

Disbursement Request Form and a final Status Report covering

activities up to and including the termination date. The final Status

Report shall be subject to review and approval by CARB before any

final payments are disbursed. Upon receipt of the Grant

Disbursement Request Form, and final Status Report, and once all

intellectual property and requested data, information and property

have been transferred and assigned to CARB, CARB, at its sole

discretion, may make a final payment to the Grantee. This payment

shall be for all CARB-approved, actually incurred costs that in the

opinion of CARB are justified. However, the total amount paid shall

not exceed the total authorized amount for the Administrative Fee

and, where payments are being requested, then no payment shall

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exceed the total authorized amount for the Grant Funds.

4. Contingency Provision. In the event this Grant Agreement is terminated for

whatever reason, the CARB Executive Officer or designee reserves the right in

his or her sole discretion to use or make the Grant Funds available in a manner

consistent with applicable laws, policies and the applicable Funding Plan(s),

which may include but is not limited to allocating the Grant Funds to other

projects or awarding the Grant to the next highest scored applicant and if an

agreement cannot be reached, to the next applicant(s) until an agreement is

reached.

5. CEQA. CARB retains full discretion to consider all available information relating

to California Environmental Quality Act (CEQA) compliance before determining

whether to proceed with funding or authorization of any work under this Grant

Agreement. No work may be initiated by the Grantee, nor will any funding be

disbursed by CARB, until CARB has affirmatively notified the Grantee in writing

that this CEQA condition has been satisfied. If CARB decides not to proceed

with this Grant Agreement, the Grant Agreement will be terminated

immediately by CARB upon written notice to the Grantee.

6. Amendments. This Grant Agreement may only be amended by a written

amendment to this Grant Agreement which has been fully executed by

authorized representatives of both Parties.

7. Liquidated Damages. Grantee understands, acknowledges and agrees that

failure to comply in whole or in part with Exhibit B (Work Statement), with this

Grant Agreement or with applicable federal, state and local air quality rules,

regulations and laws, is, in each instance, a material breach of the Grant

Agreement and such breach will result in undue hardship and damages to the

State of California some or all of which is impossible to easily calculate. Grantee

understands, acknowledges, and agrees that Grantee’s said compliance is a

precondition to the award and distribution of Grant Funds (including

Administrative Fees) and a continuing obligation of Grantee during the Term of

the Grant Agreement and for the consecutive three (3) years following

expiration, cancellation or termination of the Grant Agreement, whichever

occurs later. If CARB determines, within its sole and absolute discretion, that

Grantee is in breach or has breached this Grant Agreement, then Grantee,

within 30 days from issuance of notice, upon demand, shall pay CARB, as

liquidated damages, the full amount of all Grant Funds previously paid to

Grantee to date. The Parties agree that quantifying the losses arising from

Grantee's breach is inherently difficult insofar as breach may cause Grantor

irreparable, serious, or substantial harm or damage to taxpayers or to the

environment. The Parties further stipulate that the agreed upon amount of

liquidated damages is not a penalty, but rather a reasonable measure of

damages based upon the Parties' experience and given the nature of the losses

that may result from said breach. The Parties hereto have computed, estimated,

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and agreed upon the sum as an attempt to make a reasonable forecast of

probable actual loss because of the difficulty of estimating with exactness the

damages which will result. This provision shall apply even if there is a concurrent

noncompliance or violation of air quality rules, regulations or laws caused by

any third party.

8. The CARB Executive Officer retains the authority to terminate, or reduce the

grant amount of, this Grant Agreement for nonperformance. In the event of

such termination or reduction of the grant amount, Section H, Fiscal

Administration, 6. Suspension of Payments, of this Grant Agreement shall apply.

F. DUTIES AND REQUIREMENTS

This section defines the respective duties and requirements of CARB and the

Grantee in implementing the Grant.

1. CARB’s Role

CARB is responsible for the following:

a. Reviewing and approving Grantee’s project plan and project schedule

b. Providing program oversight and accountability (in conjunction with the

Grantee)

c. Participating in regular meetings with the Grantee to discuss program

refinements and guide program implementation

d. Reviewing and approving or denying and returning all Grant Disbursement

Request Forms (MSCD/ISB-90)

e. Reviewing and approving Grantee’s Outreach and Awareness Plan, including

but not limited to:

i. Grantees proposed strategies of engagement; and

ii. Education and outreach materials provided by the Grantee, such as

outreach and education activities, timelines, materials, webpages,

participant surveys, etc.

f. Reviewing and approving or denying and returning Grantee’s data collection

plans, including but not limited to:

i. Project reporting

ii. Surveys and data collection

iii. Semi-annual CCI reports (June and December)

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g. Reviewing and approving or denying and returning Grantee’s Quarterly

Status Reports

h. Reviewing and approving or denying and returning Grantee’s Final Project

Report

2. The Grantee’s Tasks

The Grantee’s key project personnel will administer the various tasks of the project

including:

a. Development and implementation of project plans and schedule

b. Participation in meetings with CARB staff

c. Development of Outreach and Awareness Plan

d. Development and implementation of data collection plans, project

reporting, and completing semi-annual CCI reporting requirements (June

and December)

e. Financial tracking and submitting disbursements requests

f. Responding to CARB and public requests in a timely manner

The Grantee’s responsibilities include all project development and implementation,

project administration, outreach and awareness, and project reporting. The Work

Statement (Exhibit B) contains the budget summary, task summary and detailed

task list, task and disbursement schedule, and list of project leads.

G. GRANT AMOUNT

1. The total Grant fund amount (“Grant Funds”) is set out in the Grant Cover

Sheet to which this Exhibit A (Grant Agreement) is attached. The Grant Funds

are also set out in Exhibit B (Attachment I - Budget Summary).

2. The administration of Grant Funds is set out in Section H, Fiscal Administration.

H. FISCAL ADMINISTRATION

1. Budget

a. The maximum amount of this Grant is $___________. Under no circumstance

will CARB reimburse the Grantee for more than this amount. A formal Grant

Agreement amendment is required whenever there is a change to the

amount of this grant.

b. The budget for this program is shown in Exhibit B, Attachment I – Budget

Summary. Grant Disbursement Requests (Form MSCD/ISB-90) for funds shall

not exceed the grant amount.

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c. No grant funds may be used to purchase equipment or computers that

would be required to be returned to the State at the completion of the

Project.

d. Under no circumstance will CARB reimburse a Grantee for vehicles or

equipment that exceeds the purchase price.

e. Line item shifts are not anticipated under this program. However, shifts of

up to 10 percent of the grant total may be made over the life of the grant,

subject to prior written approval from CARB. Line item shifts greater than 10

percent require a formal amendment to the grant. Line item shifts may be

proposed by either CARB or the Grantee and must not increase or decrease

the total grant amount. All line item shifts must be approved in writing by

CARB within 10 business days of approval for inclusion in the grant folder. If

the grant is formally amended, all line item shifts must be included in the

amendment.

f. Funds not liquidated by the end of the grant term must be returned within

[number of days] of the end of the grant term. Expenditure of funds granted

may not be reduced due to any loss incurred in an insured bank or

investment account.

2. Eligible Project Costs

Allowable expenditures for costs associated with the grant are defined in Appendix

A, Application, Attachment 3: Proposed Budget.

3. Resource and In-Kind Contributions

Resource and in-kind contributions from the Grantee can be used to increase the

effectiveness and timeliness of the Project. Resource and in-kind contributions must

meet the following documentation criteria:

a. Documentation of resource and in-kind contributions must be retained for a

minimum of three years after the grant term has ended.

b. Funds expended on resource contributions must be documented in the

Project Final Report to CARB.

In-kind contributions are further defined in Appendix A, Application, Attachment 3:

Proposed Budget.

4. Advance Payment

Consistent with the Legislature’s direction to expeditiously disburse grants, and

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pursuant to Health and Safety Code Section 39603.1, CARB in its sole discretion

may provide advance payments of grant awards in a timely manner to support

program initiation and implementation with a focus on mitigating the constraints of

modest reserves and potential cash flow problems.

Grantee acknowledges that CARB has finalized Advance Payment regulations

effective January 1, 2021. Grantee agrees that this Agreement and all advance

payment requests will comply with Health and Safety Code Section 39603.1 and

these regulations, which can be found at: 17 California Code of Regulations

(C.C.R.) Sections 91040-91044.

CARB may provide advance payments to grantees of a grant program or project if

CARB determines all the following:

a. The advance payments are necessary to meet the purposes of the grant

project.

b. The use of the advance funds is adequately regulated by grant or budgetary

controls.

c. The request for proposals contain the terms and conditions under which an

advance payment may be received consistent with this section.

d. The Grantee is either a small air district or the Grantee meets all the

following criteria:

i. Has no outstanding financial audit findings related to any of the moneys

eligible for advance payment and is in good standing with the Franchise

Tax Board and Internal Revenue Service

ii. Agrees to revert all unused moneys to CARB if they are not liquidated

within the timeline specified in the Grant Agreement

iii. Submits a spending plan to CARB for review prior to receiving the

advance payment

iv. The spending plan shall include project schedules, timelines, milestones,

and the Grantee’s fund balance for all State grant programs

v. CARB shall consider the available fund balance when determining the

amount of the advance payment

vi. Reports to CARB any material changes to the spending plan within 30

days

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vii. Agrees to not provide advance payment to any other entity

e. In the event of the nonperformance of the Grantee, CARB shall require the

full recovery of, and Grantee agrees to return all the unspent moneys. A

Grantee shall provide a money transfer confirmation within 45 days upon the

receipt of a notice from CARB.

f. The Grantee must complete and submit to CARB for review and approval an

Advance Payment Request Form, along with each grant disbursement that is

requesting advance payment. The Advance Payment Request Form shall be

provided by CARB to the Grantee after the grant execution.

g. Grantee must also submit a certification to CARB pursuant to 17 C.C.R.

Section 91043 for each advance payment request.

h. CARB may provide an advance of the direct project costs of the grant if the

program has moderate reserves and potential cash flow issues. Advance

payments will not exceed the Grantee’s interim cash needs.

i. The Grantee assumes legal and financial risk of the advance payment.

j. The Grantee shall place funds advanced under this section in an interest-

bearing account. The Grantee shall track interest accrued on the advance

payment. Interest earned on the advance payment shall only be used for

eligible grant-related expenses as outlined in the Exhibit A or will be

returned to CARB.

k. Grantee shall report to CARB the value of any unused balance of the

advance payment and interest earned and submit quarterly fiscal accounting

reports consistent with Section J, Reporting & Documenting Expenditure of

State Funds, of this Grant Agreement.

l. The Grantee shall remit to CARB any unused portion of the advance

payment and interest earned within 90 days following the end date of this

Grant Agreement term on [Date] or the reversion date of the appropriation,

whichever comes first. If the Grant Agreement is terminated early for any

reason, Grantee shall remit any unused portion of the advance payment and

interest earned within 90 days of the termination date.

5. Grant Disbursements

With each disbursement request, the Grantee must provide documentation as

required in this section:

a. Requests for payment shall be made with the Grant Disbursement Request

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Form (MSCD/ISB-90) and conform to the instructions identified in Section H,

Fiscal Administration and Section J, Reporting & Documenting Expenditure

of State Funds, of this Grant Agreement. Grant payments shall be made only

for reasonable costs incurred by the Grantee and only when the Grantee has

submitted a Grant Disbursement Request Form; has completed milestones

stipulated in Exhibit B, Attachment II - Statement of Work; the requirements

specified herein, including Section F, Duties and Requirements, Section H,

Fiscal Administration, Section I, Project Monitoring and Meetings, and

Section J, Reporting & Documenting Expenditure of State Funds, of this

Grant Agreement have been accomplished; documentation of

accomplishment has been provided to CARB in the form of the Status

Report; and any associated deliverables (if applicable) have been provided

to CARB. CARB will have sole discretion to accelerate the timeline for

allowable disbursements of funds identified in Exhibit B, Attachment II -

Statement of Work and Attachment III - Timeline, Deliverables, and Budget

Details (with the exception of the final disbursement of funds), necessary to

assure the goals of the program are met.

b. Grant payments are subject to CARB’s advance written approval of Status

Reports and any accompanying deliverables (see Section F, Duties and

Requirements, Section H, Fiscal Administration, Section I, Project Monitoring

and Meetings, and Section J Reporting & Documenting Expenditure of State

Funds, of this Grant Agreement). A payment will not be made if the CARB

Project Manager deems that a milestone has not been accomplished or

documented; that a deliverable that must meet specifications has not been

provided; that claimed expenses are not documented, not valid per the

budget, or not reasonable; or that the Grantee has not met other terms of

the grant.

c. Grantees cannot request project funds in advance of performing the work or

incurring the cost.

d. CARB will provide approval or disapproval of a Grant Disbursement

Request. No reimbursement will be made for expenses that, in the judgment

of CARB, are not reasonable or do not comply with the Grant Agreement.

e. The Grantee shall submit Grant Disbursement Requests to CARB Accounting

Section at: [email protected] with a CC to the CARB Project

Manager. The Grantee may submit this electronically, based on CARB’s

current electronic submission guidance at the time of request. Requests for

payment must be made with the Grant Disbursement Request Form and

contain all documentation required with the form.

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f. CARB will withhold payment of up to 10 percent of the grant funds until

completion of the Final Report, intellectual property has been relinquished

to CARB in accordance with Section M, Intellectual Property, of these

provisions, CARB has received and approved the Grantee’s mechanism for

receiving annual activity reports and submission of the Final Report to CARB

by the Grantee. It is the Grantee’s responsibility to submit a Grant

Disbursement Request for this final disbursement of funds.

g. The Grantee will pay out CARB funds to other recipients (including

Subgrantees and subcontractors) on a reimbursement basis only.

h. Prior to submitting to the Accounts Payable Unit, the Grantee will submit

disbursement requests to the CARB Project Manager to allow for a pre-

review of the request. The Grantee agrees to modify, adjust, or provide

supporting documentation justifying disbursement requests, as identified by

the CARB Project Manager, or as needed.

6. Suspension of Payments

a. CARB reserves the right to issue a grant suspension order in the event that a

dispute should arise. The grant suspension order will be in effect until the

dispute has been resolved or the grant has been terminated. If the Grantee

chooses to continue work on the project after receiving a grant suspension

order, the Grantee will not be reimbursed for any expenditure incurred

during the suspension in the event CARB terminates the grant. If CARB

rescinds the suspension order and does not terminate the grant, CARB will

reimburse the Grantee for any expenses incurred during the suspension that

are reimbursable in accordance with the terms of the grant.

7. Contingency Provision

In the event this grant is terminated for any reason, the CARB Executive Officer or

designee reserves the right in his or her sole discretion to award a grant to the next

highest scored Applicant and if an agreement cannot be reached, to the next

Applicant(s) until an agreement is reached. If CARB is unable to award a grant

under these circumstances, CARB may award a grant in a manner consistent with

direction provided in the FY 2021-2022 Funding Plan for the Project.

Funding Plan for Fiscal Year 2021-2022 https://ww2.arb.ca.gov/sites/default/files/2021-10/fy21-

22_fundingplan.pdf

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8. Documentation of Expenditure of State Funds

a. Per the terms and conditions of this Grant as set out herein above and

below, the Grantee must provide CARB with documentation accounting for

the proper expenditure of Grant Funds. The documentation must be

provided upon CARB request, and in Status Reports, including in a final

Status Report submitted at the completion of the Project prior to the

Grantee receiving the disbursement of funding.

b. Personnel documentation must make use of timesheets or other labor

tracking software. Duty statements or other documentation may also be

used to verify the number of staff and actual hours or percent of time staff

devoted to the Project implementation and outreach.

c. Fees for external consultants must be documented with copies of the

consultant contract and invoices. All external consultant fees must be pre-

approved by CARB. Fees included in the budget as a part of the Grantee

Proposal Package (Exhibit C, Grantee Proposal Package) are considered pre-

approved by CARB.

d. Printing, mailing, records retention, and travel expenses must be

documented with receipts or invoices.

e. Any reimbursement for necessary supporting project costs need receipts or

invoices.

f. Any reimbursement for necessary travel and per diem shall be at rates not to

exceed those amounts set by the California Department of Human

Resources (CalHR). No travel outside the State of California shall be

reimbursed unless prior written authorization is obtained from CARB. The

CalHR travel and per diem reimbursement amounts may be found online at:

https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx.

Reimbursement will be at the State travel and per diem amounts that are

current as of the date costs are incurred by the Grantee.

g. The above documentation, records, and referenced materials must be made

available for review during monitoring visits and audits by CARB, or its

designee. These records must be retained for a minimum of three years after

submittal of the final Project grant disbursement request to CARB.

h. The above documentation must be provided to CARB in Quarterly Status

Reports and a Final Report.

9. Earned Interest

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“Earned interest” means any interest generated from State funds provided to the

Grantee and held in an interest-bearing account.

a. Interest earned by the Grantee on Project funds must be reported to CARB.

All interest income on Project funds must be expended on eligible program

costs or returned to CARB. The Grantee is responsible for reporting to

CARB on all interest earned and reinvested into the Project or returned.

b. All interest income on advance payment at CARB’s discretion must be

reinvested into the program or returned to CARB. Interest earned that is

reinvested in the program is not included as part of the Total Grant Amount

from CARB. Grantee is responsible for reporting to CARB all project

expenditures funded with interest earned on advanced funds or returned.

c. The Grantee must maintain accounting records (e.g., general ledger) that

track interest earned and expended on Project funds, as follows:

i. The calculation of interest must be based on average daily balance or

some other reasonable and demonstrable method of allocating the

proceeds from the interest-generating account back into the program.

ii. The methodology for tracking earned interest must ensure that it is

separately identifiable from interest earned on non-Project funds.

iii. The methodology for calculating earned interest must be consistent with

how it is calculated for the Grantee’s other fiscal programs.

iv. Earned interest must be fully expended by March 31, 2026, or returned

to CARB.

d. Documentation of interest earned on Project funds must be retained for a

minimum of three years after it is generated. Documentation of interest

expended on the Project must be retained for a minimum of three years

after the funds have been reinvested into the project.

e. The above documentation must be provided to CARB in Quarterly Status

Reports and the Final Report.

I. PROJECT MONITORING AND MEETINGS

1. Technical Monitoring

a. Any changes in the scope or schedule for the program shall require the prior

written approval of the CARB Project Manager and may require a written Grant

Agreement amendment.

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b. The Grantee shall notify the CARB Project Manager in writing immediately if

any circumstances arise (technical, economic, or otherwise), which might place

completion of the project in jeopardy. The Grantee shall also make such

notification if there is a change in key project personnel (see Exhibit B,

Attachment IV - Key Project Personnel).

c. In addition to Quarterly Status Reports in Section J, Reporting & Documenting

Expenditure of State Funds, the Grantee shall provide information requested by

the CARB Project Manager that is needed to assess progress in completing

tasks and meeting the objectives of the program.

d. Any change in budget allocations, re-definition of deliverables, or extension of

the program schedule must be requested in writing to the CARB Project

Manager and approved by CARB, in its sole discretion, and may require a Grant

Agreement amendment.

2. Meetings

a. Kick-Off Meeting: A project kick-off meeting will be held between key Grantee

personnel and the CARB Project Manager before work on the program begins.

The purpose of the kick-off meeting is to discuss the Grantee’s overall approach

to the project, details about performing essential tasks, project schedule and

milestones, ongoing project team coordination and process, and any issues that

may need to be resolved prior to beginning work.

b. Monthly Meetings: After the kick-off meeting with CARB, monthly meetings will

be required to discuss project progress and challenges related to the project’s

implementation, project tasks, milestones and deadlines, and outreach

programs, etc. Additional meetings may be scheduled as necessary at the sole

discretion of the CARB Project Manager. Such meetings may be conducted by

videoconference, if deemed appropriate by the CARB Project Manager. The

Grantee is responsible for developing the agenda in collaboration with the

CARB Project Manager, and for facilitating the meetings. Monthly meeting

agendas should include a brief restatement of the tasks to be discussed and a

report on the status of each, including a discussion if the project is progressing

according to schedule.

c. Site Visits: If applicable, site visits shall be established by CARB Project

Manager during the term of this grant.

J. REPORTING & DOCUMENTING EXPENDITURE OF STATE FUNDS

The Grantee must collect and provide CARB with qualitative and quantitative data

and documentation that tracks the project’s progress of tasks and performance,

documentation accounting for the proper expenditure of funds, biannual reporting

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CCI project reporting, and a Final Report submitted prior to the Grantee receiving

their last disbursement of project funds.

1. Quarterly Status Reports

a. The Grantee shall submit Quarterly Status Reports at minimum at the end of

every third month (August, November, February, and May), starting with the

first report submitted on [Date], but may be submitted more frequently, if

necessary, to justify more frequent disbursements with prior approval from

CARB.

b. Quarterly Status Reports shall be provided using a CARB-developed

template for Americans with Disabilities Act (ADA)– compliant Quarterly

Status Reports and should meet the requirements specified herein. The

Project and should be presented in monthly meetings occurring during the

project in a format compatible with CARB. CARB may specify an electronic

format for quarterly reporting. Each report must include all applicable items

from the template which may include:

i. Quarterly Status Report number, title of project, name of Grantee,

date of submission, and project grant number.

ii. Summary of work completed since the last Status Report, noting

progress toward completion of tasks identified in Exhibit B,

Attachment II - Statement of Work.

iii. Statement of work expected to be completed by the next Status

Report.

iv. Notification of problems encountered and an assessment of their

effects on the project’s outcomes.

v. Schedule of community engagement, outreach, and education

activities conducted, materials used, number of people contacted,

and number of participants, where applicable.

vi. Accounting records, including expenditure and income information,

and supporting documentation.

vii. Itemized invoices (invoices must include enough details to ensure that

only eligible costs are paid for) and any other appropriate

documentation.

viii. Discussion of the project’s adherence to the project timeline.

ix. Data collected from participants since the last status report such as,

but not limited to, the information outlined below in Section 2,

Project Reporting. Data should be separated by reporting period but

should be collected and compiled in a way that facilitates reporting in

the Final Report.

x. Schedule of community engagement, outreach, and education

activities conducted, materials used, number of people contacted,

and number of participants, where applicable.

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xi. Other data and analysis as mutually agreed upon between the

Grantee and CARB.

2. Project Reporting

Grantees shall collect and report to CARB project information about the

progress of the training and workforce program, program benefits, and

program participant information through Quarterly Status Reports, at a

minimum of every three months.

a. Program progress reporting shall include, but is not limited to:

· Census tracts of education and training(s), outreach, and partner

organizations

· Location of trainees/participants (low-income and/or disadvantaged

communities)

· Race/ethnicity of trainees/participants

· Number of trainees/participants in training program, and total hours of

training provided

· Number of trainees/participants completing training program (including

number of certifications received)

· Employment status, job titles, occupations, and salary wages of

trainees/participants

· Level of trainee involvement in training and curriculum design

b. Program benefits reporting shall include, but is not limited to:

· Geographic distribution of workforce training, curriculum, and program

offerings

· Increased connections to ZEV technology employers and industries

· Number of job placements, including full- and part-time jobs, and paid

internships or apprenticeships

· Number of new full- and part-time jobs created and retained

· Development of new partnerships with local and regional workforce

entities, and economic/business development entities

· Connections between training and education programs and small,

women, minority, disadvantaged, and certified business employment or

support in priority communities

· Replication of concepts and program outcomes in other priority

communities

· Community education events by type of event and attendance 

· Direct address of community-specific workforce training and

development needs

c. Program participant reporting shall include, but is not limited to:

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· Participant’s level of satisfaction in their preparation for ZEV industry jobs

and careers provided by the ZEV education and training program

curriculum.

· Participant’s current employment status (part- or full-time employment,

or unemployed)

· Participant’s level of satisfaction with services provided, including

increased access to potential economic opportunities. (For example:

improved outcomes over program expenses or investments, willingness

to recommend the program to others)

· Participant’s level of satisfaction with accessibility and ease of training

program

· Participant’s level of satisfaction with program workforce, career

development, and job placement support and opportunities

· Portal or other resources for existing trainees to provide their

experiences and feedback loops to ensure changes to programs are

made over time to best meet needs and boost new student recruitment

d. CCI Project Reporting

Accountability and transparency are essential elements for all CCI funded

projects. CCI reporting establishes public information requirements about

how specific CCI funds are investing GGRF appropriations and what benefits

are being achieved from the investments.

Grantees are responsible for collecting and submitting biannual CCI

reporting in coordination with the CARB Project Manager. The CARB Project

Manager will provide the Grantee the reporting templates necessary to

complete reporting requirements and submit biannual CCI project reports.

Grantees are required to submit reports in the format requested by CARB.

CCI reporting periods and deadlines:

· December 1

- May 31

; reporting due by June 30

· June 1

- November 30

; reporting due by December 31

Grantees are required to coordinate with the CARB Project Manager and

must submit required CCI reporting at a minimum of three (3) weeks before

June 30

and December 31

of each year through the term of the project,

or as requested by the CARB Project Manager.

3. Final Report

a. A draft Final Report is due to CARB within 90 days of project completion or

by December 31, 2025, whichever comes first. CARB will provide the

Grantee with a checklist or template for an ADA-compliant Final Report. The

draft Final Report must be submitted to CARB in a format agreed upon

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between the CARB Project Manager and the Grantee. The Final Report must

meet the requirements specified herein.

b. The Grantee must provide a Final Report to CARB after all CARB funding

has been expended. The final report must be submitted within 90 days of

CARB receiving the draft Final Report or by March 31, 2026, whichever

comes first. The Final Report must include all applicable items from the

checklist or template, at a minimum:

i. Expenditures in detail to date and for the period between the last

Quarterly Status Report and the Final Report

ii. Overview of the project as a whole from inception through the end of

the grant term, including project and community background,

partnerships, and funding sources

iii. Table and narrative summary of all funded tasks

iv. Data collected from education and training programs, and participants

compiled from all Quarterly Status Reports and project data reports

v. Assessments of participant evaluations, including the results of any pre-

and post-surveys conducted

vi. Changes in participant knowledge and training of ZEV technologies and

pathways to jobs

vii. Description of community engagement and outreach efforts, including

materials used, schedule of events conducted, and an assessment of

effectiveness of the efforts

viii. Other co-benefits provided by the project as mutually agreed upon

between the Grantee and CARB

ix. Accounting records, including expenditure information, and supporting

documentation. Includes earned interest, if any, and how it was

expended or returned to CARB

x. Best practices and lessons learned, including suggestions for future

project considerations for wider scale implementation in other

communities

xi. Implementation challenges and recommendations for potential program

improvements

xii. A consolidated list of subcontractors funded in whole or in part by the

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Grantee, in-kind contributions, and partnerships. Include the name,

address, concise statement of work done, period, and value of each

xiii. Other data and analysis as mutually agreed upon between the Grantee

and

the CARB

GHT AND ACCOUNTABILITY

1. The Grantee shall comply with all oversight responsibilities.

2. CARB or its designee may recoup grant funds that were received by the

Grantee based upon the Grantee’s misinformation or fraud, or which were

received by the Grantee while the Grantee was in non-compliance with the

terms of this Grant or State law. CARB also reserves the right to prohibit any

entity from participating in the program due to non-compliance with program

requirements or State law.

3. Grantee shall, for each occurrence, document and immediately report to CARB

any and all suspected or known substandard work; suspected or actual breach

of agreement, fraud, misrepresentations or abuse of funds; suspected or known

violations of any Grant terms or conditions, and all misrepresentations and fraud

carried out by any third parties including but not limited to Grantee’s

contractors, subcontractors, consultants, employees, agents, affiliates, officers,

directors or representatives. Grantee shall fully cooperate and work with CARB

to investigate, resolve and take appropriate action to enforce the terms and

conditions of this Grant Agreement, including appropriately prosecuting or

litigating any civil or criminal claims as determined necessary by CARB or its

representative.

L. PROJECT RECORDS

As further described below, project records include but are not limited to Grantee,

financial, and participant records. All project records must be retained for a period

of three (3) years after final payment under this grant. All project records are

subject to audit pursuant to Section N, General Provisions, of this Grant

Agreement. Upon completion of the third year of record retention, the Grantee

shall submit all project records to CARB

. Hardcopy or electronic records are

Acceptable forms of electronic media include hard drives, CDs, and DVDs.

Other forms of electronic media may be allowed based on prior written approval

from CARB.

1. Grantee Records

The Grantee shall retain a project file containing:

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a. Original executed copy of the Grant Agreement and Grant Agreement

Amendments (if applicable)

b. Copy of the Project Plan and all its parts

c. Copies of Grant Disbursement Request Forms, associated attachments, and

other expenditure tracking including timesheets

d. Copies of Status Reports

e. Copies of annual data reports

f. Documentation of earned interest generation and expenditure (see Section

H, Fiscal Administration)

g. Invoices from project participants for reimbursable items

h. All other information that documents all aspects of the project

2. Financial Records

Without limitation of the requirement to maintain program accounts in accordance

with generally accepted accounting principles, the Grantee must:

a. Establish an official file for the project, which shall adequately document all

significant actions relative to the project

b. Establish separate accounts which will adequately and accurately depict all

amounts received and expended on the project

c. Establish separate accounts which will adequately and accurately depict all

income received which is attributable to the project including cash and in-

kind donations, if any

d. Establish an accounting system which will adequately depict final total costs

of the project, including grant implementation costs

3. Project Participant Records

The Grantee is required to establish and maintain participant records, which must

include, at minimum:

a. Project participant proposals (denied, approved, and removed)

b. Initial participant surveys and survey updates

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c. Unique identifier that links each project to its corresponding project and

associated cost

d. Documentation of any deviations from the normal processing of projects

(examples include enforcement action, CARB case-by-case approvals)

M. INTELLECTUAL PROPERTY

1. Any webpage(s), software, databases, project data, or other intellectual

property developed, licensed or purchased by the Grantee with any Grant

Funds (including any Administrative Fees) shall be transferred and permanently

assigned to CARB or, at CARB’s sole discretion, to a new third party

administrator/grantee selected by CARB if the Grant Agreement is terminated,

cancelled or expires, or if Grantee is replaced by a different grantee to manage

the Project. It will be the Grantee’s responsibility to immediately turn over this

property and information to CARB no later than 10 business days prior to the

termination, cancellation, or expiration of this Grant Agreement (whichever is

sooner) and provide all reasonable and necessary assistance needed to ensure a

smooth transition in accordance with the Project Transition Plan.

2. Where applicable, the Grantee agrees to acknowledge the California Climate

Investments Program and California Air Resources Board (CARB) as a funding

source for the Project.

i. The California Climate Investments logo and name serves to bring

under a single brand the many investments whose funding comes from

the Greenhouse Gas Reduction Fund (GGRF). The logo represents a

consolidated and coordinated initiative by the State of California to

address climate change by reducing greenhouse gases, while also

investing in disadvantaged communities and achieving many other co-

benefits.

ii. Grantee shall acknowledge the California Air Resources Board as a

funding source for the Project when publicized in any news media,

websites, applications, brochures, publications, audiovisuals, or other

types of promotional material. The Grantee shall adhere to the Board’s

logo usage requirements in a manner directed by CARB. CARB logos

and any additional required materials shall be provided to the Grantee

by CARB staff.

iii. The Grantee shall acknowledge the California Climate Investments

Program as a funding source from CARB’s Low Carbon Transportation

Program whenever projects funded, in whole or in part by this

Agreement, are publicized in any news media, websites, brochures,

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publications, audiovisuals, or other types of promotional material. The

acknowledgement must read as follows: “This Project is part of California

Climate Investments, a statewide program that puts billions of Cap-and-

Trade dollars to work reducing greenhouse gas emissions, strengthening

the economy, and improving public health and the environment

particularly in disadvantaged communities.” Guidelines for the usage of

the CCI logo are incorporated by reference and may be changed at

CARB’s discretion at any time. A copy of the Guidelines applicable to this

Grant Agreement can be found at

http://www.caclimateinvestments.ca.gov/logo-graphics-request.

N. GENERAL PROVISIONS

1. Total Agreement; Entirety. This Grant Agreement constitutes the entire

agreement and understanding between the Parties and supersedes and

replaces any and all prior negotiations and agreements of any kind, whether

written or oral, between the Parties concerning this Grant Agreement.

2. Americans with Disabilities Act (ADA) Language. Grantee must ensure that all

products and services submitted to, uploaded, or otherwise provided to or

funded by CARB or made available to the public by the Grantee and/or its

contractors, subcontractors, including but not limited to data, software, plans,

drawings, specifications, reports, operating manuals, notes and other written or

graphic work prepared in the course of performance of this Grant Agreement,

including Status Reports (collectively, the “Work”), comply with Web Content

Accessibility Guidelines 2.0, levels A and AA, and otherwise meet the

accessibility requirements set forth in California Government Code Sections

7405 and 11135, Section 202 of the federal Americans with Disabilities Act

(42 U.S.C. § 12132), and Section 508 of the federal Rehabilitation Act (29

U.S.C. § 794d) and the regulations promulgated thereunder (36 C.F.R. Parts

1193 and 1194) (collectively, the “Accessibility Requirements”). For any Work

provided to CARB or the public in PDF format, Grantee, along with its

contractors, and subcontractors, shall also provide an electronic version in the

original electronic format (for example, Microsoft Word or Adobe InDesign).

CARB may request from the Grantee documentation of compliance with the

requirements described above and may perform testing to verify compliance.

Grantee agrees to respond to and resolve any complaint brought to its

attention regarding accessibility of materials provided under this Grant

Agreement.

i. Grantee must bring into compliance, at no cost to CARB, any Work

by Grantee, or its contractors, subcontractors, and subgrantees, not

meeting the Accessibility Requirements. If Grantee fails to bring the

Work into compliance with the Accessibility Requirements within five

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(5) business days of issuance of written notice from CARB, or within

the time frame specified by CARB in its written notice, then Grantee

will be responsible for all costs incurred by CARB in bringing the

Work into compliance with the Accessibility Requirements. Grantee

agrees to respond to and resolve any complaint brought to its

attention regarding accessibility of deliverables provided under this

Grant Agreement for a period of one year following delivery of the

final deliverable under this Grant Agreement.

ii. Deviations from the Accessibility Requirements are permitted only by

advance written consent by CARB in each instance.

3. No Assignment. This Grant Agreement is not assignable, in whole or in part, by

the Grantee without the advance written consent of CARB in the form of a

formal written amendment signed by authorized representatives of both

Parties.

4. Audit. Grantee agrees that CARB, the California Department of General

Services, California Department of Finance, the California State Auditor, the

California Bureau of State Audits, and any of their respective designated

representatives shall have the right to review and copy any records and

supporting documentation pertaining to the performance of this Grant

Agreement and all Grant Funds received or expended. Grantee agrees to

maintain such records for a possible audit for a minimum of five (5) years from

the date of termination, cancellation, or expiration of this Grant Agreement or

for 5 years after a funded incentive activity has concluded whichever is later.

The Parties may stipulate a longer records retention period. Grantee agrees to

allow such CARB and other state designated representatives (including

auditors) access to such records during normal business hours, and to allow

interviews of any and all employees, representatives, agents, officers,

consultants, contractors and subcontractors of Grantee who might reasonably

have information related to such records. Furthermore, Grantee agrees to

include in all agreements, contracts and subcontracts, language identical to or

similar to this paragraph to ensure CARB has the ability and right to audit

records and conduct interviews of any and all contractors, consultants and

subcontractors in relation to performance or use of the Grant Funds under this

Grant Agreement.

5. Availability of funds. Grantee acknowledges, agrees, and understands that

Grantor’s obligations under this Grant Agreement are contingent upon the

availability of funds. In the event funds are not available, Grantor shall have no

obligation and no liability to pay any funds whatsoever to the Grantee or to

furnish any other consideration under this Grant Agreement or for any other

reason.

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6. Compliance with Law. The Grantee agrees that it will, at all times, comply

with, and require its employees, agents, representatives, officers, consultants,

contractors, and subcontractors to comply with, all applicable federal, state,

and local laws, rules, guidelines, regulations, and requirements during the Term.

7. Conflict of Interest. Conflict of Interest. Government Code Section 87104

prohibits public officials of CARB, which includes any member, officer,

employee, or consultant of a CARB advisory body, from making a formal or

informal appearance before, or oral or written communication to CARB for the

purpose of influencing a decision by CARB on a grant or other entitlement for

use, such as a contract, loan, license, or permit. Prohibited communications

include grant applications, letters, emails, phone calls, meetings, or any other

form of oral or written communication within or outside of a public committee

meeting with CARB, or CARB staff, for the purpose of influencing a CARB

decision on an application for funding submitted to CARB. A knowing or willful

violation of this section may result in a member being guilty of a misdemeanor

and fined up to the greater of $10,000 or three times the amount of an amount

unlawfully received. If a court determines a violation occurred and that the

official action might not otherwise have been taken or approved if not for the

prohibited communication, the grant may be voided. (See Gov. Code §§ 91000,

91003.)

i. For this reason, CARB officials, including but not limited to advisory body

members, also may not be a signatory, or administrator on a grant

application, or on any resulting grant agreement. Such individuals should

not be listed on the grant application except as necessary to show their

role in the organization.

ii. Note that an advisory body member's organization may continue to be

eligible for a grant. However, the grant must not follow any

communications for purposes of influence by the advisory body member

on CARB's decision on that grant agreement. Additionally, that

organization would need to identify a different member of the

organization to sign or be the administrator for any applications and

awarded grants.

iii. Please also note that applications from organizations affiliated with CARB

Board members may require additional review and Board approval.

Although CARB will make every effort to obtain required review and

approval in a timely manner, this may delay grant execution and/or

distribution of funds.

iv. The Grantee certifies that it is, and shall remain, in compliance with all

applicable State and federal conflict of interest laws during the entire

Term of this Grant Agreement. The Grantee will have no interest, and

shall not acquire any interest, direct or indirect, which will conflict with its

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ability to impartially perform under, or complete the tasks described in,

this Grant. The Grantee must disclose any direct or indirect financial

interest or situation which may pose an actual, apparent, or potential

conflict of interest with its duties throughout the Grant Term. CARB may

consider the nature and extent of any actual, apparent, or potential

conflict of interest in the Grantee’s ability to perform the Grant. The

Grantee must immediately advise CARB in writing of any potential new

conflicts of interest throughout the Grant Term.

8. Disputes. The Grantee shall continue with the responsibilities under this Grant

Agreement during any dispute between Grantee and CARB, unless otherwise

directed by CARB. Grantee staff or management will work in good faith with

CARB staff and management to resolve any disagreements or conflicts arising

from implementation of this Grant Agreement. However, any disagreements

that cannot be resolved at the management level within 30 days of when the

issue is first raised with CARB staff shall be subject to final resolution by the

CARB Executive Officer, or the Executive Officer’s designated representative, in

the Executive Officer’s sole discretion. Nothing contained in this paragraph is

intended to limit any of the rights or remedies that the Parties may have under

law.

9. Alternative Enforcement. The remedies set out in this Grant Agreement are

contractual in nature. Nothing stated in this Grant Agreement in any way limits,

prevents or precludes the State of California from taking any enforcement

action, exercising any police power, or prosecuting any violation of law.

10.Entitlements and Regulatory Compliance. The Grantee agrees to comply with

all applicable laws, ordinances, regulations, and standards in its performance

under this Grant Agreement, including obtaining, where needed or required by

law, any permits or approvals necessary to undertake the activities funded by

the Grant Funds, and complying with all environmental review requirements

associated with such activities.

11.Environmental Justice. In the performance of this Grant Agreement, the

Grantee shall conduct its programs, policies, and activities that substantially

affect human health or the environment in a manner that ensures the fair

treatment of people of all races, genders, cultures, and income levels, including

minority populations and low-income populations, of the State of California.

Equal access includes, but is not limited to, ensuring language barriers are fully

addressed to the satisfaction of CARB and as otherwise required by local, state

and federal law.

12.Force Majeure. Neither CARB nor the Grantee are liable for or deemed to be

in default for any delay or failure in performance under this Grant Agreement or

interruption of services resulting, directly or indirectly, from acts of God, civil

unrest, war, fire, flood, earthquakes, other physical natural disasters. If either

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Party intends to invoke this clause to excuse or delay performance, the Party

invoking the clause must provide written notice to the other Party immediately

of the intent to invoke the clause and the reasons why the force majeure event

is preventing that Party from, or delaying that Party in, performing its

obligations under this Grant Agreement. CARB may terminate this Grant

Agreement immediately, in writing and without penalty, in the event Grantee

invokes this clause, in which case Grantee shall immediately return all remaining

Grant Funds to CARB or a CARB designee, cease all expenditure of Grant

Funds, and turn over all documents, records, deliverables, intellectual property

and other information in relation to this Grant Agreement.

i. If the Grant Agreement is not terminated by CARB pursuant to this

clause, upon completion of the force majeure event, the Grantee

must immediately re-commence the performance of its obligations

under this Grant Agreement. The Grantee must also provide to CARB

a written proposal to revise the Project Schedule, inclusive of

anticipated major milestones and timeframes for expending

remaining Grant Funds, while minimizing the effects of the delay

caused by the force majeure event.

ii. An event of force majeure does not relieve a Party from any of its

obligations which arose before the occurrence of the force majeure

event nor is any Party relieved from those obligations which survive

termination or cancellation of the Grant Agreement.

13.Governing Law and Venue. This Grant Agreement is governed by, and shall be

interpreted in accordance with, the laws of the State of California. CARB and

the Grantee hereby agree that any action arising out of this Grant Agreement

shall be filed and maintained in the Superior Court in and for the County of

Sacramento, California, or in the United States District Court in and for the

Eastern District of California. The Grantee hereby waives any existing sovereign

immunity for the purposes of this Grant Agreement.

14.Electric Vehicle Charging Infrastructure and Equipment. Prior to executing

sub-grant agreements, Grantee must ensure the following requirements are

included in all subgrantee agreements and or other agreements pursuant to this

Grant:

i. Prior to authorizing work, a subgrantee that was awarded funds to

install electrical charging equipment for use by on-road transportation

vehicles, must require both of the following:

1) An AB 841 Certification that certifies the project will comply with

all AB 841 (2020) requirements or describes why the AB 841

requirements do not apply to the project. The certification shall be

signed by the sub-grantee’s authorized representative; and

2) EVITP Certification Numbers of each Electric Vehicle Infrastructure

Training Program-certified electrician that will install electric

vehicle charging infrastructure or equipment.

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ii. Evidence, such as Certification Numbers, is not required to be

obtained by Grantee if AB 841 requirements do not apply to a

project.

iii. Prior to remitting payment to a subgrantee, Grantee is responsible for

collecting all AB 841 Certifications, to ensure the project did comply

with all AB 841 (2020) requirements and shall retain Certification

Numbers in accordance with the Grantee’s records retention

schedule.

iv. These electric vehicle requirements do not apply to any of the

following:

1) Electric vehicle charging infrastructure installed by employees of

an electrical corporation or local publicly owned electric utility,

2) Electric vehicle charging infrastructure funded by moneys

derived from credits generated from the Low Carbon Fuel

Standard Program (Sub article 7 (commencing with Section

95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of

Title 17 of the California Code of Regulations), and

3) Single-family home residential electric vehicle chargers that can

use an existing 208/240-volt outlet.

15.Grantee’s Responsibility for Work. The Grantee shall be responsible for all

work performed pursuant to this Grant Agreement, including but not limited to

work performed by any of Grantee’s agents, employees, representatives,

affiliates, suppliers, contractors, and subcontractors. The Grantee shall be

responsible for any and all disputes arising out of its contract for work

performed in relation to, as a result of or as a consequence of this Grant

Agreement, including, but not limited to, payment disputes with contractors,

subcontractors, employees, agents, affiliates, suppliers, and providers of

services. CARB will not mediate disputes between the Grantee and any other

entity concerning responsibility for performance of work performed pursuant to

this Grant Agreement.

i. All subcontracts must be submitted to CARB upon request for review

prior to execution. CARB may also request them during or after the

Grant term and Grantee agrees to provide them within five (5) calendar

days. For subcontracts that are listed as “to be determined” in the

Budget, the Schedule or elsewhere in any attachment to this Grant

Agreement, the Grantee must submit a revised Budget to CARB,

identifying the subcontractor and specific items of cost expected to be

incurred by that subcontractor, which in each instance shall be subject to

advance approval by CARB. In addition, Grantee must have a fully

executed subcontract before the subcontractor can incur any costs for

which the Grantee will seek reimbursement.

ii. The Grantee is required, where feasible, to employ best contracting and

procurement practices that promote open competition for all goods and

services. Grantee shall obtain price quotes from an adequate number of

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sources for all subcontracts.

iii. Upon request, Grantee will provide CARB a copy of all solicitations for

services or products used or needed to carry out the terms of this Grant

Agreement, including copies of the proposals or bids received.

iv. Grantee is responsible for handling all contractual and administrative

issues arising out of or related to any subcontracts it enters into under

this Grant Agreement. Nothing contained in this Grant Agreement or

otherwise creates any contractual relation between CARB and any

subcontractors, and no subcontract may relieve Grantee of its

responsibilities under this Grant Agreement. Grantee is solely liable and

responsible for the acts and omissions of its subcontractors or persons

directly or indirectly employed by any of them.

v. The Grantee’s obligation to pay its contractors, consultants, employees,

agents, representatives, and subcontractors is an independent obligation

from CARB’s obligation to make payments to the Grantee. As a result,

CARB has no obligation to pay or enforce the payment of any funds to

any such third parties. The Grantee is responsible for establishing and

maintaining contractual agreements with and reimbursing each such third

parties for work performed in accordance with the terms of this Grant

Agreement and the terms of any such third-party agreements.

vi. All third-party agreements must, at a minimum, incorporate all the

following:

1) A clear and accurate description of the material, products, or

services to be procured as well as a detailed budget and

timeline.

2) A detailed budget and timeline.

3) Provisions that allow for administrative, contractual, or legal

remedies in instances where subcontractors violate or breach

contract terms and provide for such sanctions and penalties as

may be appropriate.

4) Provisions for termination by the Grantee, including

termination procedures and the basis for settlement.

5) A statement that further assignments will not be made to any

third or subsequent tier subcontractor without additional

advance written consent of CARB.

6) Language conforming to all General Provisions of this Grant

Agreement.

vii. Without limiting any of CARB’s other remedies, failure to comply with

the above requirements is a material breach of this Grant Agreement

and grounds for immediate termination.

16. Indemnification. The Grantee agrees to indemnify, defend, and hold harmless

the State of California, CARB, and CARB officers, Board members, employees,

agents, representatives, and successors-in-interest against, for and from any

and all liabilities, losses, damages, claims and expenses, including reasonable

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attorneys’ fees, arising out of, resulting from or related to any actions or

inactions of the Grantee or any of its contractors, subcontractors, affiliates,

employees, officers, agents, and/or assigns, including but not limited to actions

or inactions relating to, arising out of or resulting from the operation, design or

manufacture of any equipment, vessels, vehicles or engines purchased,

acquired, developed, modified, or used with Grant Funds, in whole or in part.

17.Independent Actor. The Grantee, its agents, employees, affiliates, contractors,

subcontractors, suppliers, officers, and assigns, if any, in their, its, his or her

performance of this Grant Agreement, shall act in an independent capacity and

not as officers, employees or agents of the State of California or CARB.

18.Nondiscrimination. During the performance of this Grant Agreement, the

Grantee and its contractors, subcontractors, consultants and agents shall ensure

that no person is, on the basis of sex, race, color, religion, ancestry, national

origin, ethnic group identification, age (40 or over), mental disability, physical

disability, medical condition, genetic information, marital status, veteran or

military status, or sexual orientation, unlawfully denied full and equal access to

the benefits of, or unlawfully subjected to discrimination under, any program or

activity that is conducted, operated, or administered under this Grant

Agreement or funded with Grant Funds. In addition:

i. During the performance of this Grant Agreement, the Grantee and its

contractors, subcontractors, consultants, and agents shall not

unlawfully discriminate against, harass, or allow harassment against

any employee or applicant for employment, because of race, religious

creed, color, national origin, ethnic group identification, ancestry,

physical disability, mental disability, reproductive health decision

making (e.g. family-care leave, medical-care leave, or pregnancy-

disability leave), medical condition, genetic information, marital

status, sex, gender, gender identity, gender expression, age (40 or

over), sexual orientation, or veteran or military status, nor shall

Grantee or any of its contractors, subcontractors, consultants or

agents refuse to hire or employ any person or to refuse to select any

person for a training program leading to employment, or bar or

discharge any person from employment or from a training program

leading to employment, or discriminate against any person in

compensation or in terms, conditions, or privileges of employment

because of race, religious creed, color, national origin, ethnic group

identification, ancestry, physical disability, mental disability,

reproductive health decision making (e.g. family-care leave, medical-

care leave, or pregnancy-disability leave), medical condition, genetic

information, marital status, sex, gender, gender identity, gender

expression, age (40 or over), sexual orientation, or veteran or military

status.

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ii. The Grantee and its contractors, subcontractors, consultants, and

agents shall ensure that the evaluation and treatment of all persons

receiving or applying for Grant Funds or participating in any Grant

programs, projects, or activities, along with all respective employees

and applicants for employment, are free of such discrimination and

harassment.

iii. The Grantee and its contractors, subcontractors, consultants, and

agents shall comply with the provisions of the California Fair

Employment and Housing Act (Gov. Code section 12900 et seq.) and

the applicable regulations promulgated thereunder (California Code

of Regulations, title 2, section 10000 et seq.). The applicable

regulations (California Code of Regulations, title 2, section 11000 et

seq.) of the Civil Rights Council are incorporated into this Grant

Agreement by reference and made a part hereof as if set forth in full.

iv. The Grantee and its contractors, subcontractors, agents, and

consultants shall give written notice of their respective obligations

under this clause to labor organizations with which any may have a

collective bargaining or other agreement. The Grantee shall include

the nondiscrimination and compliance provisions of this clause in all

contracts, subcontracts, and agreements where work is performed to

fulfill any term or condition of this Grant Agreement.

19.Funding Prohibitions for Sectarian Purposes and Non-Public Schools. Grant

recipients may use or authorize the use of CARB-provided funds only in any

manner that is consistent with applicable laws, including California Constitution,

article XVI, section 5, article IX, section 8, and federal law. CARB reserves the

right to obtain additional information from Grantee and others to determine

compliance with California Constitution, article XVI, section 5 and article IX,

section 8. Failure to provide any requested information may result in denial of

Administrative Fees, Grant Funds, future or termination of this Grant

Agreement or any other agreements.

20.No Third-Party Rights. The existence of this Grant Agreement does not create,

and nothing stated in this Grant Agreement creates rights in, or grants

remedies to, any third party or third parties as a beneficiary or beneficiaries of

this Grant Agreement, or of any duty, covenant, obligation or undertaking

establish herein.

21.Third-Party Agreements, Required Terms. All grants, subgrants, technical

grants, contracts, vouchers, agreements, and subcontracts entered into by and

between Grantee and any third party using or applying Grant Funds (in whole

or in part) shall contain the following language (or similar language with the

same meaning and intent):

i. Conflict of interest. By entering into this grant, award, voucher,

contract, subcontract or agreement, said party is or may be a direct

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or indirect recipient (“Recipient”) of funds received from or provided

by the California Air Resources Board (“CARB”), and as such certifies,

represents and warrants that he, she, it is in compliance with all

applicable state and federal conflict of interest laws on the date said

grant, award, contract, subcontract, agreement or voucher (as

applicable) is signed and shall remain in compliance with all such laws

for a period of five (5) consecutive years following receipt of any and

all funding amounts on a rolling continuous basis. Recipient further

certifies, represents, and warrants that he, she, it has no interest, and

shall not acquire any interest, direct or indirect, which will conflict with

Recipient’s ability to impartially perform under, or complete the tasks

described in, any and all agreements, grants, awards, contracts,

subcontracts, vouchers or programs. The Recipient acknowledges,

understands, and accepts that Recipient must disclose any direct or

indirect financial interest or situation which may pose an actual,

apparent, or potential conflict of interest. The Recipient

acknowledges, understands, and accepts that the nature and extent

of any actual, apparent, or potential conflict of interest may be a basis

for disqualification from receiving any funds. The Recipient certifies,

represents, and warrants that Recipient will immediately advise the

Grantee in writing of any potential new conflicts of interest as they

arise.

ii. Cooperation with Audits. Recipient warrants, represents, and agrees

to cooperate fully, without delay, in all audits, inquiries and

investigations initiated by or on behalf of the Grantee and/or the

State of California concerning or relating to compliance with local,

state, or federal air quality laws, or this agreement, including but not

limited to timely submission of any and all records requested and full

cooperation with any on-site inspections.

iii. Payment on Demand. Recipient represents, warrants, and agrees that

upon notification by the Grantee or its authorized representative of

an overpayment, a wrongful payment, or a violation of or failure to

comply with any of the grant, agreement, contract, voucher or

program requirements or obligations, Recipient will, without

challenge or delay, remit to the Grantee or its authorized

representative the requested amount within 60 days from the date of

issuance of said notice.

iv. Separate Accounts. If Recipient has received any funds as a grant or

subgrant pursuant to a grant or subgrant agreement, then Recipient

shall not commingle said funds with any other accounts, revenues,

grants, donations, or resources except where expressly authorized in

the fully executed written agreement between Recipient and the

Grantee. Recipient will maintain all such grant or subgrant funds in a

separate bank account designated specifically for the purposes of

carrying out the intent and purpose for which said funds were

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provided. The bank account must be held in the name of the

Recipient (the official legal entity’s name, and not a dba), and under

no other name, person, or entity. Funds received are NOT the assets

of the Recipient. Grant and subgrant funds shall not be used as

collateral for or an obligation to any debt, loan or other commitments

of Recipient, its officers, agents, assigns, contractors, subcontractors,

subgrantees or affiliates. Recipient shall ensure that the Grantee is

designated in writing as a third-party beneficiary of and to all such

bank accounts in which said funds are maintained or held.

v. Third Party Beneficiary. The Recipient acknowledges, accepts, and

agrees that the state of California, acting by and through the

California Air Resources Board (CARB), is an intended third-party

beneficiary to any and all Recipient agreements, vouchers, contracts,

subcontracts, awards and grants with the Grantee where any funds

provided by CARB are used or applied.

vi. Authorized Signature. The Recipient agrees and acknowledges that it

has signed or has authorized the signing of the grant, award,

contract, subcontract and/or agreement with the Grantee, and by

doing so hereby declares under penalty of perjury, under the laws of

the State of California, that all statements and responses made in said

grant, award, contract, subcontract and/or agreement are true and

correct, with full knowledge that all statements and responses are

subject to investigation and that any incomplete, unclear, false, or

dishonest response may be grounds for disqualification from

receiving any existing or further funding or participating in any

programs or projects using the CARB-provided or Grantee-provided

funds, or from doing business with the State of California or the

Grantee. The Recipient acknowledges, understands, and accepts that

by providing or making any false statements or providing false

information, the Recipient may be in a violation of the California False

Claims Act (Government Code Section 12650 et seq.). Recipient

certifies, represents, and warrants that the individual signing on its,

his or her behalf herein below is an authorized representative of

Recipient with full power and legal authority to sign below and by

said signature Recipient is bound to and will comply with all terms,

conditions and obligations set forth in this agreement, grant, voucher,

application and/or contract, as applicable.

vii. Compliance with Air Quality Laws. Recipient understands,

acknowledges, and agrees that compliance with all applicable federal,

state, and local air quality rules, regulations and statutes is a

precondition to the receipt or use of any state funds provided by or

through the California Air Resources Board (CARB), and is a

continuing obligation for the consecutive five (5) years following

receipt of any state funds on a rolling continuous basis. Recipient

understands, acknowledges and agrees that a failure to comply in

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whole or in part with any local, state or federal air quality rules,

regulations or statutes, or a failure to comply, in whole or in part, with

any of the requirements or obligations under the project or program,

agreement, contract, subcontract, award, voucher, or grant (as

applicable) is, in each instance, a material breach of the conditions

under which state funds were provided or made available, and such

breach will result in undue hardship and damages to the Grantee and

the State of California some or all of which may be impossible to

easily calculate.

viii. Liquidated Damages. If the Grantee or the state of California

determines, within its or their sole and absolute discretion, that

Recipient is in breach or has breached any obligation to remain in

compliance with any applicable federal, state or local air quality rules,

regulations and statutes, then Recipient, immediately upon demand,

will pay the Grantee (or to CARB, as requested), as liquidated

damages, the full amount of all state funds received to date. The

Recipient agrees that quantifying the losses arising from any breach is

inherently difficult insofar as breach may cause the state of California

or the Grantee irreparable, serious, or substantial harm or damage,

including to taxpayers or to the environment. Recipient further

stipulates that the agreed upon amount of liquidated damages is not

a penalty, but rather a reasonable measure of damages based upon

experience and given the nature of the losses that may result from

said breach. The Recipient agrees that the liquidated damages have

been computed, estimated, and agreed upon by all parties and

represents an attempt to make a reasonable forecast of probable

actual loss because of the difficulty of estimating with exactness the

damages which will result. This obligation shall apply even if there is a

concurrent noncompliance or violation of air quality rules, regulations

or laws caused by a third party. The remedies set out in this

paragraph are contractual in nature.

ix. Nothing stated herein above in any way limits, prevents, or precludes

the State of California or the Grantee from taking any enforcement

action, exercising any police power, or prosecuting any violation of

law against Recipient, its employees, officers, agents, assigns,

representatives, contractors, subcontractors, affiliates, grantees,

subgrantees, or any third parties.

x. Survival. Recipient acknowledges, agrees and accepts that those

terms, conditions, provisions and exhibits which by their nature

should survive termination, cancellation or expiration of the grant,

award, contract, voucher, subcontract or agreement, shall so survive,

including but not limited to those sections and provisions pertaining

to indemnity, recordkeeping, audit, third party beneficiary status,

return of funds, data security, insurance, confidentiality, and the

general provisions.

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22.Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor

Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic

Sanctions against Russia and Russian entities and individuals. “Economic

Sanctions” refers to sanctions imposed by the U.S. government in response to

Russia’s actions in Ukraine, as well as any sanctions imposed under state law.

The EO directs state agencies to terminate contracts and grants with, and to

refrain from entering any new contracts and grants with, individuals or entities

that are determined to be a target of Economic Sanctions. Accordingly, should

the State determine Contractor or Grantee is a target of Economic Sanctions or

is conducting prohibited transactions with sanctioned individuals or entities,

that shall be grounds for termination of this agreement. The State shall provide

Contractor or Grantee advance written notice of such termination, allowing

Contractor or Grantee at least 30 calendar days to provide a written response.

Termination shall be at the sole discretion of the State.

23.Office of Foreign Asset Control. The Office of Foreign Assets Control

("OFAC") of the U.S. Department of the Treasury administers and enforces

economic and trade sanctions based on U.S. foreign policy and national security

goals against targeted foreign countries and regimes, terrorists, international

narcotics traffickers, those engaged in activities related to the proliferation of

weapons of mass destruction, and other threats to the national security, foreign

policy, or economy of the United States. OFAC publishes lists of individuals and

companies owned or controlled by, or acting for or on behalf of, targeted

countries. It also lists individuals, groups, and entities, such as terrorists and

narcotics traffickers designated under programs that are not country-specific.

These lists can be found at https://home.treasury.gov/policy-issues/office-of-

foreign-assets-control-sanctions-programs-and-information. Grantee

represents, warrants and agrees that neither Grantee nor any of its contractors,

subcontractors, affiliates, agents, employees, officers, representatives or assigns

are in violation of any federal law or laws pertaining to any entity or individual

listed on any of the OFAC lists. Unless otherwise authorized or exempt,

transactions by U.S. persons or in the United States may be or are prohibited if

they involve transferring, paying, exporting, withdrawing, or otherwise dealing

in the property or interests in property of an entity or individual listed on the

Office of Foreign Asset Control’s (OFAC) SDN or other Lists. The property and

interests in property of an entity that is 50 percent or more owned, whether

individually or in the aggregate, directly or indirectly, by one or more persons

whose property and interests in property are blocked pursuant to any part of 31

C.F.R. chapter V are also blocked, regardless of whether the entity itself is

listed. Refer also to the U.S. Department of the Treasury website:

https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-

and-country-information/ukraine-russia-related-sanctions.

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24.Cumulative Remedies. The rights and remedies of the Parties to this Grant

Agreement, whether pursuant to this Grant Agreement or in accordance with

law, shall be construed as cumulative, and the exercise of any single right or

remedy shall constitute neither a bar to the exercise of nor the waiver of any

other available right or remedy.

25.Equipment/Vehicle Ownership. Equipment, acquired by Grantee or any of

Grantee’s employees, agents, affiliates, officers, contractors, subcontractors, or

representatives, is defined as having a useful life of at least one year from the

date of purchase, having an acquisition unit cost of at least $5,000, and

purchased with CARB funds. Equipment means any products, objects, vehicles,

computers, software, hardware, licenses, vessels, engines, machinery,

apparatus, implements, or tools purchased, used, or constructed within the

Term. CARB, within its discretion, may elect to determine the normal useful life

of such Equipment. All such Equipment is, upon acquisition, the exclusive

property of CARB, and shall be used solely for the purposes of carrying out the

obligations of this Grant Agreement during the Term. If requested by CARB,

the Equipment shall be returned to CARB upon cancellation, termination, or

expiration of this Grant Agreement, whichever occurs first, and CARB shall

solely determine the future use of all Equipment.

26.Paragraph Headings. The headings and captions of the various paragraphs,

subparagraphs and sections hereof are for convenience only, and they shall not

limit, expand, or otherwise affect the construction or interpretation of this Grant

Agreement.

27.Disadvantaged Communities. The Grantee, for the purposes of this Program,

will designate disadvantaged communities, as identified by CalEnviroScreen

4.0. The identified disadvantaged community census tracts are available at:

https://oehha.ca.gov/calenviroscreen/report/calenviroscreen-30 .

28.Construction. This Grant Agreement shall not be construed more strongly

against either Party regardless of who is more responsible for its preparation.

29.Assurances. CARB reserves the right, but not the obligation, to seek further

written assurances from the Grantee and any of Grantee’s contractors,

subcontractors, employees, agents, officers, or affiliates, that the work

performed under this Grant Agreement will be performed consistent with the

terms and conditions of this Grant Agreement.

30.Prevailing Wage and Labor Compliance. Where applicable, the Grantee

agrees to be bound by and comply with all the provisions of California Labor

Code Section 1771 et seq. regarding prevailing wages. Grantee agrees to

monitor all agreements subject to reimbursement from this Grant Agreement to

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ensure that the provisions of California Labor Code Sections 1720-1861 are

being met by Grantee and all Grant Recipients.

31.Professionals. Grantee agrees that only licensed professionals will be used to

perform services or conduct work under this Grant Agreement where such

services are called for and where licensed professionals are required for those

services under California law.

32.Authority. Each person executing this Grant Agreement on behalf of a Party

represents that he or she is duly authorized to execute and deliver this Grant

Agreement on that Party’s behalf.

33.Severability. If a court of competent jurisdiction holds any provision of this

Grant Agreement to be illegal, unenforceable, or invalid, in whole or in part, for

any reason, the validity and enforceability of the remaining provisions, or

portions of those provisions, will not be affected, and will remain in full force

and effect.

34.Timeliness. Time is of the essence in the performance of this Grant Agreement.

Grantee shall proceed with and complete all its obligations under this Grant

Agreement in a timely and expeditious manner.

35.Waiver of Rights. Any waiver of rights with respect to a default or other matter

arising under the Grant Agreement at any time by either Party shall not be

considered a waiver of rights with respect to any other default or matter. Any

rights and remedies of CARB provided for in this Grant Agreement are in

addition to any other rights and remedies provided by law.

36.CARB as Third-Party Beneficiary. Grantee represents, warrants, and agrees

that Grantee shall name CARB and the State of California as third-party

beneficiaries in all contracts, subcontracts, grants, subgrants and other

agreements entered into using Grant Funds or for the purpose of carry out any

of the terms or conditions of this Grant Agreement during the Term.

37.Compliance with AB794. Grantee shall ensure that all contractors,

subcontractors, consultants, affiliates, or representatives who receive or use any

Grant Funds to support the purchase of new drayage or short-haul trucks (the

“fleet purchaser”) always comply with the requirements of AB794 as a condition

of Grant Fund receipt or use and as a condition of participation in the Program.

a. Grantee shall ensure that beginning with the 2022–23 fiscal year, and each

fiscal year thereafter, each fleet purchaser of a new drayage or short-haul

truck shall only be allowed to participate in this Grant Program or receive or

use Grant Funds if it can demonstrate that it does not have any applicable

law violation at the time of applying for Grant Funds, it is not on the list

maintained by the California Division of Labor Standards Enforcement under

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Section 2810.4 of the Labor Code, and it attests it will retain direct control

over the manner and means for performance of any individual using or

driving the vehicle. Grantee shall ensure that each fleet purchaser attest in

writing to all the following as a condition of eligibility and before receipt of

any Grant Funds:

1) That it does not have any applicable law violations at the time of

applying for the Grant Funds.

2) That it will maintain compliance with applicable laws for at least

three years from the date of application for Grant Funds or the

duration of the Grant Recipient agreement, whichever is longer.

3) That it will retain direct control over the manner and means for

performance of any individual using or driving the vehicle for at

least three years from the date of application for Grant Funds or

the duration of the Grant Recipient agreement, whichever is

longer.

b. Grantee shall also ensure that each fleet purchaser shall, on a yearly basis,

for the life of the Grant Recipient agreement, disclose or provide to CARB

all the following:

1) An attestation in writing that it has done both of the following:

a) Maintained compliance with applicable laws and does not have

any applicable law violations.

b) Maintained direct control of the individuals operating the

vehicle and maintained full ownership and operational control

of the vehicle.

2) A copy of any judgments, rulings, citations, decisions, orders, or

awards finding that the fleet purchaser or any parent company or

subsidiary or other commonly controlled entity has applicable law

violations as of the date of the disclosure made pursuant to this

Section 15.ll.

3) A list of all operating authorities under which the vehicle

purchased will be or was operated.

4) A certification that the fleet purchaser has completed all required

maintenance and upkeep on the vehicle purchased with the Grant

Funds.

c. A failure of a fleet purchaser to always comply fully with all the provisions set

out in this Section 15.ll. and all applicable provisions of Sections 39680

through 39693 of the California Health and Safety Code, is a breach of this

Grant Agreement, a breach of the Grant Recipient Agreement and is cause

for immediate termination of this Grant Agreement and the Grant Recipient

Agreement without advance notice.

38.Order of Precedence. In the event of any inconsistency between the exhibits,

attachments, specifications, or provisions which constitute this Grant

Agreement, the following order of precedence shall apply:

a. Grant Agreement Cover Sheet

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b. Exhibit A – Grant Agreement Terms and Conditions

c. Exhibit B – Statement of Work

d. All other Exhibits incorporated into the Grant Agreement or as otherwise

listed on the Grant Agreement Cover Sheet.

39.Survival. Those terms, conditions, provisions, and exhibits which by their nature

should survive termination, cancellation, or expiration of this Grant Agreement,

shall so survive, including but not limited to those sections pertaining to

indemnity, insurance, recordkeeping, audit, return of funds, data security,

confidentiality, transition, ownership, and the general provisions.

40.Confidentiality and data security: Except as required by applicable law, or as

otherwise expressly authorized by this Grant Agreement, the Grantee shall not

disclose to any third party any record which CARB has designated as

confidential. If the Grantee believes disclosure of a confidential record may be

required under the California Public Records Act (California Government Code

Section 6250 et seq.) or other law, the Grantee shall give CARB at least 10

calendar days written notice prior to any planned disclosure and the Grantee

shall not object to CARB seeking a court order preventing disclosure. It is

expressly understood and agreed that information the Grantee collects on

behalf of the Grantor or from a third party in performing its obligations under

this Grant Agreement may be deemed confidential by the Grantor. Therefore:

a. All information or data gathered pursuant to this Grant shall be held

confidential accessible only to the Grantee’s employees, agents, or

contractors as needed to perform the Grantee’s obligations under this

Grant Agreement and released only to CARB or other entities as CARB

may specify in writing unless such disclosure is required by law or legal

process.

b. The Grantee certifies that it has appropriate systems and controls in place

to ensure that Grant funds will not be used in the performance of this

Grant Agreement for the acquisition, operation, or maintenance of

computer software in violation of copyright or other intellectual property

laws.

c. Information or data, including but not limited to personally identifiable

information (PII) and all application records and supporting

documentation that personally identifies or describes an individual or

individuals is confidential in accordance with California Civil Code sections

1798, et seq. and other relevant state or federal statutes and regulations.

The Grantee shall safeguard all such information, records, applications,

and data which comes into its possession under this Grant Agreement in

perpetuity and shall not release or publish any such information without

first obtaining in each instance the advance written approval of an

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authorized representative of CARB. The Grantee shall dispose of such

information in accordance with the Grantee’s data retention policy and

the requirements in this Grant Agreement.

d. The Grantee must observe complete confidentiality with respect to such

information or data collected pursuant to this Grant, including without

limitation, agreeing not to disclose or otherwise permit access to such

information or data by any person or entity in any manner whatsoever

unless such disclosure is required by law or legal process.

e. Subject to paragraph 1 above, the Grantee must acknowledge the

confidential nature of such information and ensure by agreement or

otherwise that the Grantee, its employees, contractors, subcontractors,

subgrantees, affiliates, officers, agents, and assigns are prohibited from

copying or revealing, for any purpose whatsoever, the contents of such

information or any part thereof, or from taking any action otherwise

prohibited under any provision or section of this Grant Agreement.

f. The Grantee must ensure that the Grantee’s employees, contractors,

subcontractors and subgrantees are informed of the confidential nature of

any shared information or data and ensure by written agreement that

such individuals and entities are prohibited from (i) copying, revealing, or

utilizing such information or data (or any parts thereof) for any purpose

other than fulfillment of this Grant and (ii) from taking any action

otherwise prohibited under any provision or section of this Grant

Agreement.

g. The Grantee shall limit access to information and data gathered pursuant

to this Grant only to necessary employees, agents, and contractors to

perform their job duties in fulfillment of the Grant Agreement provisions.

h. The Grantee must not use such information or any part thereof in the

performance of services to others or for the benefit of others in any form

whatsoever whether gratuitously or for valuable consideration.

i. The Grantee must notify the Grantor promptly and in writing of the

circumstances surrounding any possession, use or knowledge of such

information or any part thereof by any person other than those authorized

by this document.

j. The Grantee must adhere to all CARB confidentiality, disclosure, and

privacy policies.

k. The Grantee must treat all information, deliverables, and work products

developed or collected pursuant to this Grant as confidential. All

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information, deliverables, and work products cannot be disclosed in any

form to any third party except for CARB and the Subgrantees designated

in Exhibit B, Attachment IV - Key Project Personnel, of this Agreement

without first obtaining the written consent of an authorized representative

of CARB or except as otherwise authorized by this Grant Agreement.

l. The Grantee must not use, without CARB written approval, any CARB

materials, data, information, PII, or documentation for any purpose other

than for the sole purpose of performing the Grantee’s duties and

obligations under this Grant Agreement.

m. At the conclusion of the engagement or upon termination of this Grant

Agreement, the Grantee shall surrender all information in any form

developed or collected pursuant to this Grant.

n. If the Grantee suspects loss or theft, the Grantee must report any lost or

stolen information, data, or equipment developed or collected pursuant

to this Grant to CARB immediately and to state or federal officials where

required by applicable laws.

o. The Grantee must provide CARB all pass phrases/passwords used for

private keys to encrypt data used, produced, or acquired in the course of

performing duties under this Grant Agreement.

p. The Grantee must sign all non-disclosure and confidentiality agreements

as provided by CARB shall require employees, contractors, and

subcontractors to do the same when requested by CARB.

q. The Grantee agrees to notify CARB immediately of any security incident

involving the information system, servers, data, or any other information

developed or collected pursuant to this Grant. The Grantee agrees that

CARB has the right to participate in the investigation of a security incident

involving its data or conduct its own independent investigation, and that

the Grantee shall cooperate fully in such investigations.

r. The Grantee agrees that it shall be responsible for all costs incurred by

CARB due to a security incident resulting from the acts or omissions of

the Grantee or any of its employees, agents, officers, contractors,

subcontractors, or subgrantees, including any acts or omissions resulting

in an unauthorized disclosure, release, access, review, or destruction of

data or information; or loss, theft, or misuse of information or data

developed or gathered pursuant to this Grant. If the Grantee experiences

a loss or breach of data, the Grantee shall immediately report the loss or

breach to CARB and, where required by applicable law, to state or federal

officials. If applicable law requires or if CARB determines that notice to

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the individuals whose data has been lost or breached is needed, then the

Grantee shall provide all such notification and will bear any and all costs

associated with the notice or any mitigation selected by CARB. These

costs include, but are not limited to, staff time, material costs, postage,

media announcements, credit monitoring for impacted individuals, and

other identifiable costs associated with the breach or loss of data.

s. If the Grantee believes disclosure of a confidential record may be

required under the California Public Records Act, the Grantee shall first

give CARB at least 10 calendar days advance written notice prior to any

planned disclosure so that CARB can seek, solely at CARB’s discretion, an

order preventing disclosure from a court of competent jurisdiction. The

Grantee agrees that it shall immediately notify and work cooperatively

with CARB to respond timely and correctly to any and all public records

requests.

t. The Grantee shall ensure that confidential, sensitive, and/or PII

information shall be encrypted in accordance with California State

Administrative Manual 5350.1 and California Statewide Information

Management Manual 5305-A.

u. The Grantee assumes all responsibility and liability for the security and

confidentiality of the PII and confidential information under its control.

v. RIGHTS TO DATA: The Grantee acknowledges, accepts, and agrees that,

as between the Grantee and the Grantor, all rights, including all

intellectual property rights, in and to PII, data, information,

documentation, and materials shall remain the exclusive property of the

Grantor, and the Grantee has a limited, non-exclusive license to access

and use said information as provided to the Grantee solely for performing

its obligations under the Grant Agreement. Nothing herein shall be

construed to confer any license or right to said PII, data, documentations,

materials, or information, including user tracking and exception data, by

implication, estoppel, or otherwise, under copyright or other intellectual

property rights, to any third party. Unauthorized use of said information

by the Grantee or third parties is prohibited. For the purposes of this

requirement, the phrase “unauthorized use” means the data mining or

processing of data, stored or transmitted by any Grantee or third-party

service, for unrelated or commercial purposes, advertising or advertising-

related purposes, or for any other purpose other than security or service

delivery analysis that is not explicitly authorized by the Grantor.

w. The Grantee certifies, represents, and warrants that:

i. Its data and information security standards, tools,

technologies, and procedures are sufficient to protect such

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information and data;

ii. The Grantee is in compliance and shall remain in

compliance at all times during the Grant Term with the following

requirements and obligations:

(1) The California Information Practices Act (Civil Code

Sections 1798 et seq.);

(2) Current NIST special publications 800-171 Protecting

Controlled Unclassified Information in Nonfederal

Information Systems and Organizations. Third party audit

results and the Grantee’s plan to correct any negative

findings shall be made available to the Grantor upon

request;

(3) Undergo an annual Statement on Standards for

Attestation Engagements (SSAE) No. 16 Service

Organization Control (SOC) 2 Type II audit. Third party

audit results and the Grantee’s plan to correct any negative

findings and implementation progress reports shall be

made available to the Grantor upon request; and

(4) Privacy provisions of the Federal Privacy Act of 1974;

iii. Compliance with industry standards and guidelines

applicable to the work performed under the Grant Agreement.

Relevant security provisions may include but are not limited to:

Health Insurance Portability and Accountability Act of 1996, IRS

1075, Health Information Technology for Economic and Clinical

(HITECH) Act, Criminal Justice Information Services (CJIS) Security

Policy, Social Security Administration (SSA) Electronic Information

Exchange Security Requirements, and the Payment Card Industry

(PCI) Data Security Standard (DSS) as well as their associated

Cloud Computing Guidelines.

41.Fiscal management systems and accounting standards: The Grantee agrees

that, at a minimum, its fiscal control and accounting procedures will be

sufficient to permit tracing of Grant funds to a level of expenditure adequate to

establish that such funds have not been used in violation of California law or this

Grant Agreement. Unless otherwise prohibited by State or local law, the

Grantee further agrees that it will maintain separate Project accounts in

accordance with generally accepted accounting principles.

a. Except where otherwise expressly prohibited by applicable law, the

Grantee shall not commingle Grant funds with any other accounts,

revenues, grants, donations, or funds. Except where otherwise expressly

prohibited by applicable law, Grantee shall maintain all Grant funds in a

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separate bank account designated specifically for the purposes of

carrying out the obligations of this Grant Agreement. The bank account

must

be held in the name of the Grantee (the official non-profit

corporate name, and not a dba), and no other person or entity. Grant

funds are not the assets of the Grantee and shall not be used, obligated,

or relied upon for any purposes other than those purposes and uses set

out in this Grant Agreement. Grant funds shall not be used as collateral

for or an obligation to any debt, loan or other commitments of Grantee,

its officers, agents, assigns, contractors, subcontractors, subgrantees or

affiliates. The Grantee shall ensure that the Grantor is designated in

writing as a third-party beneficiary of all bank accounts in which Grant

funds are maintained.

42.Insurance requirements: The Grantee, including its contractors and

subcontractors who are performing work under this Grant, must comply with all

requirements outlined in the (1) General Provisions and (2) Insurance

Requirements outlined below. No payments will be made under the grant until

the Grantee fully complies with all insurance requirements.

1. General Provisions Applying to All Policies:

a. Coverage Term – Coverage needs to be in force for the complete term

of the grant. If insurance is set to expire during the term of the grant, a

new certificate must be received by the State at least ten days prior to

the expiration of this insurance. Any new insurance must comply with the

original Grant terms.

b. Policy Cancellation or Termination & Notice of Non-Renewal – The

Grantee is responsible to notify the State within five business days of any

cancellation, non-renewal, or material change that affects required

insurance coverage. New certificates of insurance are subject to the

approval of the Department of General Services and the Grantee agrees

no work or services will be performed prior to obtaining such approval. If

the Grantee fails to keep in effect at all times the specified insurance

coverage, the State may, in addition to any other remedies it may have,

terminate the Grant upon the occurrence of such event, subject to the

provisions of the Grant.

c. Premiums, Assessments, and Deductibles – The Grantee is responsible

for any premiums, policy assessments, deductibles, or self-insured

retentions contained within their insurance program.

d. Primary Clause – Any required insurance contained in the Grant shall be

primary, and not excess or contributory, to any other insurance carried by

the State.

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e. Insurance Carrier Required Rating – All insurance companies must carry

an AM Best rating of at least “A–” with a financial category rating of no

lower than VI. If the Grantee is self-insured for a portion or all of its

insurance, review of financial information including a letter of credit may

be required.

f. Endorsements – Any required endorsements requested by the State

must be physically attached to all requested certificates of insurance and

not substituted by referring to such coverage on the certificate of

insurance.

g. Inadequate Insurance – Inadequate or lack of insurance does not negate

the Grantee’s obligations under the Grant.

h. Satisfying a Self-Insured Retention (SIR) –All policies with an SIR shall be

endorsed to allow the State to satisfy the SIR or Deductible at the State’s

discretion. The State may deduct from any amounts otherwise due to

Grantee to fund the SIR/deductible. Policies shall not contain any

provision that limits the satisfaction of the SIR / deductible to the Named

Insured. The Grantee’s insurer may also eliminate the SIR / deductible in

favor of the State’s interests.

i. Available Coverages/Limits – All coverage and limits available to the

Grantee shall also be available and applicable to the State.

j. Use of Contractor or Subcontractor – In the case of the Grantee’s

utilization of contractors or subcontractors to complete the Grant scope

of work, the Grantee shall include all subcontractors as insureds under

the Grantee’s insurance or supply evidence of the contractor’s and

subcontractor’s insurance to the State subject to all the insurance

requirements below.

2. Grant Insurance Requirements – The Grantee (and its contractors and

subcontractors) shall display evidence of the following on a certificate of

insurance. Failure to provide the certificate upon request will result in the

termination of the Grant. The following coverages must be evidenced on the

certificate of insurance and all endorsements required must be attached:

a. Commercial General Liability – The Grantee, its contractors, and

subcontractors, shall each obtain and maintain, during the Grant Term,

commercial general liability insurance covering bodily injury and property

damage in a form and with coverages that are satisfactory to the State.

This insurance shall include personal and advertising injury liability,

premises, independent contractor, operations, products, completed

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operations, and contractual liability coverage for the indemnity provided

under this Grant. Coverage shall be written on an occurrence basis in an

amount not less than $2,000,000 per occurrence. Annual aggregate limit

shall not be less than $5,000,000. The State of California, the California

Air Resources Board and its/their officers, agents, and employees are to

be covered as additional insureds with respect to liability arising out of

work or operations performed or carried out in relation to or under the

Grant. A “per project aggregate” endorsement is required. This

insurance shall apply separately to each insured against whom claim is

made or suit is brought. Upon request, Grantee shall provide CARB with

proof of insurance coverage.

b. Automobile Liability – If the Grantee, or its contractors or subcontractors,

will be using vehicles to complete the project or driving a vehicle onto

State property, then motor vehicle liability insurance is required.

Grantee, and its contractors and subcontractors, shall have motor vehicle

liability insurance that complies with these provisions upon procurement

of the vehicle. Grantee, and its contractors and subcontractors, shall each

obtain and maintain motor vehicle liability insurance with limits of not

less than $1,000,000 combined single limit per accident. Such insurance

shall cover liability arising out of a motor vehicle, including owned, hired,

and non-owned motor vehicles. At the request CARB, the Grantee must

show proof of motor vehicle liability insurance. Failure to provide proof

upon request will result in termination of the Grant. The policy must

name “The State of California, the California Air Resources Board, and

its/their officers, agents, and employees as additional insureds, but only

with respect to work or operations performed or carried out in relation to

or under the Grant.”

c. Workers Compensation and Employers Liability – The Grantee shall

maintain statutory worker’s compensation and employer’s liability

coverage for all its employees who will be engaged in the performance

of the Grant. In addition, employer’s liability limits of $1,000,000 are

required. A Waiver of Subrogation or Right to Recover endorsement in

favor of the State of California must be attached to certificate. By signing

this Grant Agreement, Grantee acknowledges compliance with the State

of California Workers Compensation regulations.

d. Non-Profit Organization with Volunteers Only (if applicable): A Volunteer

Accident Insurance Policy with a limit not less than $1,000,000. The

policy shall contain a waiver of subrogation in favor of the State of

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California, if such endorsement is available in the open market. Said

policy shall be issued by an insurance company with a rating which is

acceptable to the Department of General Services, Office of Risk and

Insurance Management. CARB in consultation with DGS reserves the

right to review and adjust insurance requirements as necessary during

the Grant Term.

e. Cyber Liability coverage, with limits not less than $1,000,000 per

occurrence or claim. Coverage shall be sufficiently broad to respond to

the duties and obligations as is undertaken by the Grantee in the Grant

Agreement and shall include, but not be limited to, claims involving

infringement of intellectual property, including but not limited to

infringement of copyright, trademark, trade dress, invasion of privacy

violations, information theft, damage to or destruction of electronic

information, release of private information, alteration of electronic

information, extortion and network security. The policy shall provide

coverage for breach response costs as well as regulatory fines and

penalties as well.

f. Crime Insurance – Crime insurance requirements are negotiable at

CARB’s sole discretion. At a minimum, the maximum amount of funding

that the Grantee will have on hand at any time should be covered.

Coverage shall include but not be limited to employee dishonesty, theft,

forgery or alteration, and inside/outside money and securities coverages

including first and third-party theft for state-owned or leased property in

the care, custody, and/or control of the Grantee. The policy shall include

as loss payee, the State of California, California Air Resources Board.

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EXHIBIT B

WORK STATEMENT

Attachment I: Budget Summary

Attachment II: Statement of Work

Attachment III: Timeline, Deliverables and Budget Details

Attachment IV: Key Project Personnel

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EXHIBIT B

Attachment I – Budget Summary

Grantee:

Project:

Grant Number:

…

Total Costs

Direct Grant Management Costs (Part of Task 1)

Indirect Grant Management Costs (Part of Task 1)

Project Costs (All other tasks)

…

Total Funding

CARB Funds

Resource & In-kind Contributions

Total

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EXHIBIT B

Attachment II – Statement of Work

Grantee:

Project:

Grant Number:

CARB will include the scope from the Grantee’s full phase application in this section.

Task 1: Grant Management

1.1.

1.2.

1.3.

Task 2:

2.1.

2.2.

2.3.

Task 3:

3.1.

3.2.

3.3.

Task 4:

4.1.

4.2.

4.3.

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EXHIBIT B

Attachment III – Timeline, Deliverables, and Budget Details

Grantee:

Project:

Grant Number:

Task

Task Description

Expected

Start Date

Expected

End Date

Deliverables

(If applicable)

CARB Funds

Resource

Contributions

…

Total

…

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EXHIBIT B

Attachment IV – Key Project Personnel

Grantee:

Project:

Grant Number:

Role & Name

of Entity

Personnel Name

& Title

Expected Duties

…

amp

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EXHIBIT C

GRANTEE PROPOSAL PACKAGE

This section will include selected portions of the Grantee’s full phase application in this

section.

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EXHIBIT D

GRANT SOLICITATION PACKAGE

This section will include the grant solicitation package in this section.

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EXHIBIT E

PAYEE DATA RECORD

This section will include the Grantee’s payee data record in this section.

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