04b_ARPA_Contractor_Agreement_($100,000_OR_LESS)_(MPB)_(TEMPLATE_5-11-23).pdf

ARPA CONTRACTOR AGREEMENT BETWEEN

THE CITY OF NEW HAVEN

AND

[NAME]

AMERICAN RESCUE PLAN ACT

STATE AND LOCAL FISCAL RECOVERY FUND

A[NUMBER]

THIS AMERICAN RESCUE PLAN ACT (“ARPA”) FISCAL RECOVERY FUND

CONTRACTOR AGREEMENT (this “Agreement”) is entered into as of the [DATE] (the “Effective Date”) by and between THE CITY OF NEW HAVEN, a municipality organized and existing under the laws of the State of Connecticut, with a mailing address at 165 Church Street, New Haven, Connecticut 06510 (the “City”), and [COMPANY NAME], with a mailing address at [ADDRESS] (“[SHORTENED CO NAME]” or “Contractor”). The City and the Contractor may sometimes herein be referred to as the “Parties,” or, individually, as a “Party.”

SECTION 1

BACKGROUND

1.1 The City is a Recipient of federal funds under section 603(b) of the Social Security Act as added by section 9901 of the American Rescue Plan Act (Public Law 117-2) (March 11, 2021) (“ARPA”) (the “Federal Award”) to provide funding to combat and address the effects of the novel Coronavirus Disease 2019 (“COVID-19”) within the City.

1.2 The City is distributing ARPA Fiscal Recovery Fund (“FRF”) s to contractors to provide the services outlined in the City’s Request for Proposal (“RFP”), 2022-10-1487, and as described in the Contractor’s “Scope of Services,” which is defined in Section 2.13, and attached as Attachment A, which Attachment A is made a part hereof.

1.3 The Contractor of this Agreement is Emerge Connecticut, Inc.

1.4 To achieve the objectives of the Agreement Program, the City wishes to provide Contractor with ARPA funding in order that Contractor may provide the City with the services described in Attachment A for the Agreement Program. Contractor’s unique tax identification number is [TAX

ID NUMBER].

1.5 The Contractor’s Unique Entity Identifier (UEI) is [UEI NUMBER].

1.6 The first tranche of the Federal Award was provided to the City by the Department of Treasury under ARPA on June 7, 2021.

1.7 The amount of funds obligated to Contractor by the City under this Agreement is the amount identified in Section 3.

1.8 The Federal Award Project Description is as provided in the Contractor’s Scope of Services in Attachment A of this Agreement.

1.9 The Federal Award Identification Number is SLFRP3212.

1.10 The Federal Award Date is June 7, 2021.

1.11 The Assistance Listing Number and Title is 21.027.

1.12 This Agreement does not provide Contractor Funds for any research and development.

1.13 Indirect costs, as further described in 2 C.F.R. 200.414, do not and shall not exceed 10% of the total awarded to Contractor in Section 3.

1.14 The recitals set forth in this Section are hereby incorporated by reference into this Agreement.

SECTION 2

DEFINITIONS

2.1 “ARPA” means the American Rescue Plan Act as set forth in Section 603(b) of the Social Security Act as added by Section 9901 of the American Rescue Plan Act (Public Law 117-2) (March 11, 2021).

2.2 “City” means the City of New Haven, in its entirety, including its agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers. For purposes of this Agreement, the City is a Recipient of ARPA funds and is the pass-through entity to [NAME]. The City does not include the Contractor.

2.3 “Contractor” means the individual or entity receiving the funds identified in this Agreement. The term “Contractor” shall include Contractor’s agents, officers, employees, and partners. Although labeled “Contractor,” for purposes of this Agreement, pursuant to applicable federal law, including, but not limited to, ARPA, Contractor is in fact a recipient of a porting of the Federal Award, subject to the monitoring, management, reporting, and other requirements set forth in 2 CFR 200.331-333.

2.4 “Contract Funds” or FRF (“Fiscal Recovery Funds”) mean federal ARPA funds received by the Contractor under this agreement and with respect to amounts provided to the City pursuant to the American Rescue Plan Act of 2021, P.L. 117-2 (March 11, 2021) and §603 to Title VI of the Social Security Act.

2.5 “Contract Period” means [DATES]. Unless specifically authorized otherwise in this Agreement, all expenditures under this Agreement must be for costs or expenses incurred by the

Contractor after March 3, 2021. It is understood by the Parties that the City must obligate all ARPA funds by December 21, 2024, and the City must expend all ARPA funds by December 31, 2026.

2.6 “Contract Program” means the process and method utilized by the City or award, administer, and oversee the distribution and use of Contract Funds to the Contractor.

2.7 “Contract Terms” mean the FR, the FAQ, the Reporting Requirements, the Single Audit Act (31 U.S.C. §§7501-7507), and by the Uniform Administrative Requirements, Cost principles and Audit Requirements for Federal Awards (2 CFR 200) (the “Uniform Guidance”).

2.8 “COVID-19” means the novel Coronavirus Disease 2019.

2.9 “Days” means calendar days.

2.10 “FAQ” means the Coronavirus State and Local Fiscal Recovery Funds Frequently Asked Questions documents created by the Treasury, and as amended from time to time.

2.11 “FR” means the Coronavirus State and Local Fiscal Recovery Funds Final Rule, 31 CRF Part 35, 4338 Federal Register / Vol. 87, No. 18 / Thursday, January 27, 2022, hereby incorporated by reference.

2.12 “Project Budget” means a written detail of all costs which the Contractor shall use under this Agreement during the Agreement Period, and in accordance with the Agreement Program, Agreement Terms, and Scope of Services.

2.13 “Reporting Requirements” means the Compliance and Reporting Requirements for the State and Local Fiscal Recovery Funds published by the Treasury, as that document is updated by the Treasury.

2.14 “Scope of Services” means the action(s), work, services, and Project Budget as detailed in Attachment A and incorporated in and made part of this Agreement as reference, in exchange for the Contractor Funds and to be performed during the Agreement Period.

2.15 Subcontract Agreement(s),” and “Subcontractor(s)” mean an individual or entity (or individuals or entities) that has/have entered into an agreement with Contractor to perform services or provide goods using or paid for by Contractor Funds provided under this Agreement.

Additionally, the term “Subcontract Agreement(s)” also refers to individuals or entities that have entered into agreements with any Subcontract Agreements if: (1) those individuals or entities have agreed to perform all or most of the Subcontract Agreement duties under this Agreement; or (2) federal law requires this Agreement to apply to such individuals or entities.

2.16 “Treasury” means the United States Department of the Treasury.

SECTION 3

CONTRACTOR FUNDS

3.1 The maximum Contractor Funds to be made available to Contractor pursuant to this Agreement shall be [WRITTEN AMOUNT ($NUMBER)], from City fund [FUND NUMBER], through Purchase Order [PO NUMBER], which Contractor Funds shall be used by the City to compensate Contractor for the goods and services to be provided to the City in accordance with Contractor’s Scope of Services, in the amount specified for such services actually performed, and in accordance with the compensation schedule forming a part of Attachment A. Contractor shall provide the goods and services described in the Scope of Services, in a satisfactory manner, as reasonably determined by the City. Contractor shall make such revisions or modifications to its work, at its own cost and expense, as may be required by the City; provided, however, Contractor shall not be required to make revisions at its sole cost and expense where the revisions are based upon considerations outside the Scope of Services.

3.2 All drawings, reports, and documents prepared by Contractor under this Agreement shall be submitted to the City for review and approval. The City shall review and respond to materials submitted by Contractor within thirty (30) calendar days. In the event the City disapproves of any of the submitted materials, or any portion thereof, or requires additional material in order to properly review the submission, Contractor shall revise such disapproved work at its own cost and expense and submit the revised work or the additional required material for review and approval.

3.3 In performing the services required under this Agreement, Contractor shall consult with the City and shall meet, as appropriate, with other City employees or officials and with other persons or entities, as necessary, including State and Federal officials and/or neighborhood groups or organizations. Contractor shall perform the services set forth in the Scope of Services at such times and in such sequence as may be directed by the City, but in the absence of such direction, Contractor shall be in day-to-day control of the workflow.

3.4 Compensation provided in accordance with Attachment A constitutes full and complete payment for all costs assumed by Contractor in performing this Agreement including but not limited to: salaries, consultant fees; costs of materials and supplies; printing and reproduction, meetings, consultations, presentations, travel expenses, postage, telephone, clerical expenses, and all similar expenses.

3.5 Payments to Contractor under this Agreement shall be made by the City on approval of payment requisitions certified by a principal of the Contractor and submitted in accordance with the schedule set forth in Attachment A, “Compensation Schedule from Contractor Funds.” The Contractor shall comply with the City’s Electronic Invoicing and Invoice Submission & Payment Policy. Each requisition shall be in a form acceptable to the City and shall set forth the services performed, the percentage of completion of the work, and the compensation due Contractor based upon the schedule set forth in Attachment A. The City may, prior to making any payment under this Agreement, require Contractor to submit to it such additional information with respect to the work or services performed as the City deems necessary. Independent of Contractor’s payment requisitions (or as a component part thereof in the event that Attachment A provides for it) Contractor shall deliver to the City requested data, information, documentation, and detail in accordance with the provisions of Section 10 of this Agreement.

3.6 No Agreement for employment is intended or implemented by this Agreement and no fringe benefits will be paid to Contractor hereunder. Contractor's relationship to the City is that of an independent contractor.

3.7 It is hereby agreed, stipulated, and understood between the City and Contractor that in the event that all of the Contractor Funds shall not have been paid to Contractor for Scope of Services performed during the Agreement Period, then the City acting in its sole and absolute discretion may cancel this Agreement and use the remaining Contractor Funds for such other purpose as the City deems appropriate, provided that such purpose is in accordance with the terms and conditions of the Federal Award. The Contractor may only expend Funds during the Agreement Period.

Within five (5) Days of the end of the Agreement Period, Contractor shall return to the City all Funds that are unexpended within the Agreement Period. Funds obligated but not used, spent, or distributed by Contractor within five (5) Days of the end of the Agreement Period will be deemed as unexpended.

3.8 Without prejudice to the specificity of any other portion of this Section 3, Contractor will solely use the Contractor Funds:

(a) in compliance with the City’s Agreement Program; and

(b) in accordance with this Agreement, including, but not limited to, the Contractor’s Scope of Services; and

(c) during the Agreement Term.

3.9 Contractor understands that as an awardee of Contractor Funds under this Agreement, the Contractor is a “Contractor” as that term is used at 2CFR 200.1 and 2 CFR 200.93.

3.10 Contractor hereby agrees, acknowledges, and stipulates that the City may only expend Contractor Funds during the Agreement Period.

3.11 Contractor is solely responsible for complying with this Agreement, including, but not limited to the use of Contractor Funds in accordance with Section 3.3. Contractor understands and acknowledges that without prior written consent of the City, any use of Contractor Funds for any purpose that is not in accordance with Section 3.3 of this Agreement will constitute a material breach of this Agreement.

3.12 Contractor will repay to the City any Contractor Funds expended in violation of this Agreement. Contractor shall also be liable to City for any costs, fees (including, but not limited to, attorneys’ fees and costs incurred by the City), interest, or fines that arise out of Contractor’s violation of this Agreement.

3.13 Contractor must comply with the monitoring, record keeping, and reporting sections of this

3.14 With the prior written consent of the City, Contractor may use Subcontract Agreements to fulfill its obligations under this Agreement, but Contractor shall ensure that the Agreement Period, Agreement Terms, and Scope of Services are included in the award documents and agreements for all Subcontract Agreements and Subcontract Agreements receiving Contractor Funds at all tiers, as required by this Agreement and applicable federal law, in substantially the same form as set forth in this Agreement. Contractor agrees that the Contractor will be solely responsible to the City for the work performed by its Subcontract Agreement allowed under Section 3.14 of this Agreement and shall indemnify and hold harmless the City for the work performed by Subcontract Agreement as provided in Section 4 of this Agreement.

3.15 Contractor understands the Treasury requires the City and Contractor, to provide information on expenditures, performance indicators, and objectives for each award. Contractor will cooperate with the City to collect and provide such performance indicators and objectives as required now and by any future update of the Agreement Terms.

3.16 Contractor understands, acknowledges, and agrees that the Contractor and any Subcontract Agreement and others who receive a Subcontract Agreement as contemplated by Section 3.9 of this agreement, and who expend more than $750,000 in federal awards ( Contractor Funds and any and all other federal awards) during Contractor’s fiscal year will be subject to an audit under the Single Audit Act and its implementing regulation at 2 CFR Part 200, Subpart F regarding audit requirements. Contractor (and any Subcontract Agreement) may refer to the Office of Management and Budget (OMB) Compliance Supplements for audits of federal funds and related guidance and the Federal Audit Clearinghouse to see examples and Single Audit submissions.

3.17 Contractor understands, acknowledges, and agrees that the Contractor Funds provided in this Agreement by the City are the sole source of funding under this Agreement, and depend on sufficient funding and appropriations provided to the City under ARPA or successive legislation, and is further dependent on budget approval and appropriations of sufficient Contractor Funds by the City. The City may terminate this Agreement, in whole or in part, immediately upon written notice to the Contractor if Contractor Funds do not receive sufficient funding or appropriations, and the Contractor shall have no recourse to obtain Contractor Funds from the City’s general fund, tax revenue, or other source.

SECTION 4

INDEMNITY, HOLD HARMLESS, IMMUNITY

4.1 To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless the City from and against any and all actions, lawsuits, claims, damages, losses, judgements, liens, costs, expenses and reasonable counsel and consultant fees sustained by any person or entity (“Claims”), to the extent such Claims are caused by the acts, errors or omissions of Contractor, including Contractor’s employees and agents and any of the Contractor’s Subcontract Agreement, directly or indirectly arising out of, or in any way in connection with, the obligations of Contractor pursuant to this Agreement.

4.2 In addition to the provisions of Section 4.1 of this Agreement, to the extent the City requires

Contractor to have insurance in accordance with Section 28 of this Agreement, the Contractor agrees that the City shall be named as Certificate Holder of all policies of insurance, and, except for Worker’s Compensation, an additional insured under such policies.

4.3 The Contractor understands, acknowledges, and agrees that the City is a body corporate and politic of the State of Connecticut, subject to Connecticut General Statutes § 52-557n (the “Statute”). The Contractor further understands, acknowledges, and agrees that City shall only be liable within the parameters of the Statute. Nothing contained in this Agreement shall be construed in any way, to modify the limits of liability set forth in the Statute or the basis for liability as established in the Statute.

SECTION 5

GOVERNING LAW AND VENUE

WAIVER OF TRIAL BY JURY

5.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Connecticut and venue shall be in United States District Court for the District of Connecticut.

5.2 The Parties agree that they waive a trial by jury as to any and all claims, causes of action or disputes arising out of this Agreement. Notwithstanding any such claim, dispute or legal action, the Contractor shall continue to perform the Scope of Services in a timely manner, unless otherwise directed by the City.

SECTION 6

CONFLICT OF INTEREST

6.1 No member of the governing body of the City, and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.

6.2 Contractor shall maintain written standards of conduct governing conflicts of interest and governing actions of its employees engaged in the selection, recipient, and administration of the Agreement under this Agreement.

6.3 No employee, officer, or agent of Contractor may participate in the selection or administration of this Agreement, or in the selection or administration of any Subcontractor or Subcontract if the employee, officer, or agent of Contractor has or have a real or apparent conflict of interest, as further defined and described in 2 CFR 200.318(c)(1).

6.4 Contractor must disclose in writing to the City any potential conflict of interest affecting the Agreement, in accordance with 2 C.F.R. 200.112.

6.5 The officers, employees, and agents of Contractor may neither solicit nor accept gratuities, favors, or anything of monetary value from any Subcontractor Agreement.

6.6 The Contractor’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of Contractor.

6.7 Contractor shall ensure that the provisions of this Section 6 are included in all Subcontractor Agreements and other agreements where recipients utilize, in whole or in part, Contractor Funds.

SECTION 7

ASSIGNMENTS AND MODIFICATIONS

7.1 This Agreement may not be assigned by Contractor (whether in whole or in part) without the prior written consent of the City, which consent may be granted or withheld by the City in the exercise of the City’s sole and absolute discretion. Any purported assignment by Contractor in derogation of the requirements of this Section 7 shall be automatically null and void and of no effect.

7.2 No portion of this Agreement, in whole or in part, may be modified without the Contractor first submitting a written request for modification (“Modification”) to the City, and the City Agreement the Modification in writing in the exercise of the City’s whole and absolute discretion.

Any Modification undertaken by Contractor in derogation of the requirements of this Section 7 shall be automatically null and void and of no effect.

SECTION 8

MONITORIN

8.1 The City, the Treasury, and any other authorized oversight body including, but not limited to, the Government Accountability Office, the Treasury’s Office of the Inspector General, or the Pandemic Relief Accountability Committee shall have the right, at any time and for any reason, to monitor by audit, or any other means (“monitor” or “monitoring”) Contractor's use of the Contractor Funds under this Agreement, or to monitor any of Contractor’s Subcontract Agreement.

Monitoring of Contractor or Subcontract Agreement shall be at the complete discretion of the City, the Treasury, or the authorized oversight body, which will include, but is not limited to, Contractor's fiscal operations and compliance with the terms, conditions, and attachments of this Agreement.

Monitoring includes access to all data, information, documents, books of account, and records, including financial statements, created and maintained under or related to this Agreement.

Contractor shall ensure that the monitoring provisions of this Section 8 are included in the award documents and agreements for all Subcontract Agreements at all tiers, as required by this Agreement and applicable federal law, and in substantially the same form as set forth in this Agreement. Contractor agrees to fully cooperate with any monitoring under this Section 8, and understands that a failure to cooperate shall constitute grounds for termination for cause under Section 15 of this Agreement. Pursuant to Section 26 of this Agreement, the City’s rights under this Section extend to one (1) calendar year following the end of the Agreement Period

8.2 If it is discovered that Contractor or any Contractor Subcontractor is not in compliance with Contractor’s obligations under this Agreement (whether or not the City has declared Contractor to be in default under Sections 13 and 15 of this Agreement), Contractor may be subject to sanctions which may include warnings, audits, termination, demand for the return of funds, and/or suspension/debarment from participation in future Agreements.

SECTION 9

RECORD

KEEPING

9.1 Contractor and all Contractor Subcontractors shall keep and maintain detailed records of all expenditures of Contractor or Contractor’s Subcontract Agreement(s). Examples of such records include, but are not limited to, invoices, Agreements, vouchers, payroll, financial and bank records. Contractor agrees to employ standard business accounting practices and to otherwise maintain records sufficient to demonstrate that the Contractor Funds provided have been expended in accordance with ARPA and this Agreement. Records must be clearly identifiable and related to this Agreement and provide sufficient information to detail how each expenditure complies with ARPA, the FR, and this Agreement. Contractor shall track and document its expenditures using the categories of expenditures as provided in the FR, and in a manner that allows the City to comply with the City’s reporting requirement in the FR and as further detailed by the Treasury in current and subsequent memoranda and guidance, all of which are hereby incorporated by reference into this Agreement.

9.2 The City, the Treasury, the Comptroller General of the United States, or any of their authorized representatives, will have access to and the right at any time during normal business hours to examine, monitor, audit, excerpt, transcribe, and copy any records or files of Contractor involving transactions relating to any Contractor Subcontract, in any way. Contractor agrees to permit any of the forgoing parties to reproduce by any means or to copy excerpts or transcriptions as reasonably needed and agrees to cooperate with all such requests.

9.3 Contractor agrees to provide the City, the Treasury, or an authorized representative of either, with access to construction or other work sites pertaining to work being completed under this Agreement.

9.4 Contractor agrees that the reporting and record keeping requirements specified in this Agreement are a material element of performance and that if, in the opinion of the City, Contractor’s record keeping practices and/or reporting to the City are not conducted in a timely and satisfactory manner, Contractor shall be liable for the return of all of the Contractor Funds to the City, upon demand by the City.

9.5 Contractor and its Subcontractor(s) shall retain all records and documents relevant in any way to this Agreement until December 31, 2031.

9.6 In a manner substantially similar to Contractor’s record keeping obligations found in this Section 9, Contractor shall require that all Contractor Subcontractors document and track uses of the Contractor Funds, or determinations of eligibility for the Contractor Funds, and provide all such documentation to Contractor.

9.7 If Contractor fails to document any expenditure of the Contractor Funds by Contractor or its Subcontractors, as provided in this Section 9, Contractor will repay the City all the Contractor Funds spent on unsupported or undocumented expenditures.

9.8 Contractor will fully cooperate with the City, the Treasury, and the State of Connecticut, or any other authorized federal entity, in any investigations or audits into the use of the Contractor Funds.

9.9 All of the reports, information, data, etc., prepared or assembled by the Contractor or its Subcontract Agreement under this Agreement are confidential, and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City.

SECTION 10

REPORTING

10.1 The Contractor shall timely provide to the City Quarterly Reports as more fully described in Attachments A, C, and D. Additionally, Contractor shall promptly provide to the City any requested data, information, documentation, and detail to assist the City in its reporting requirements under ARPA or to substantiate the payment or request for payment of Contractor Funds.

10.2 Contractor shall register Contractor’s Unique Entity Identifier (UEI) number at SAM.gov and maintain such number during the Agreement Period.

10.3 Contractor shall include provisions similar to this Section 10 in its agreements with its Subcontractors, requiring the same level of record keeping that applies to Contractor.

SECTION 11

EQUAL OPPORTUNITY

DUTY NOT TO DISCRIMINATE

11.1 In performance of its obligations under this Agreement, Contractor shall not discriminate in any manner on the basis of race, creed, color, national origin, ancestry, sex, gender identity or expression, marital status, age, lawful source of income, intellectual disability, mental disability, learning disability, physical disability, including, but not limited to, blindness or deafness, status as a veteran or status as a victim of domestic violence. Contractor shall include provisions similar to this Section 11 in its agreements with Subcontract Agreement.

11.2 Contractor shall comply with Executive Order 11246, “Equal Employment Opportunity,” as amended by EO 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR Chapter 60, “Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor.”

11.3 In a manner consistent with 2 CFR §200.321, and Executive Orders 11625, 12432, and 12138, Contractor must take all necessary affirmative steps to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used when possible.

11.4 Affirmative steps required pursuant to Section 11.3 of this Agreement must include:

(a) placing qualified small and minority businesses and women's business enterprises on solicitation lists;

(b) assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

(c) dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

(d) establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises;

(e) using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and

(f) requiring all Subcontract Agreement, to take the affirmative steps listed in this Section 11.

11.5 Contractor shall comply with:

(a) 42 U.S.C. §§ 2000d et seq. and the United States Treasury Department’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;

(b) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and the United States Treasury Department’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance;

(c) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability;

(d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;

(e) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

11.6 Contractor shall require all of its Subcontractors to comply with this Section 11.

SECTION 12

COMPLIANCE WITH OTHER APPLICABLE

STATE AND FEDERAL LAWS AND REGULATIONS

12.1 In addition to the laws, rules, and regulations specified in this Agreement, Contractor will comply with all applicable federal, state, and local laws, rules, codes, regulations, and ordinances, including Sections 12 ½ and 12 ¼ of the Ordinances of the City of New Haven.

12.2 Contractor understands, acknowledges and agrees that the following federal laws and regulations apply to this Agreement without limitation:

(a) the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Agreement and subject to such exceptions as may be otherwise provided by Treasury. Subpart F, 2 C.F.R. Part 200.500, et seq., “Audit Requirements,” shall apply to this Agreement.

(b) 41 U.S.C. § 4712, “Enhancement of Contractor Protection from Reprisal for Disclosure of Certain Information” (protections for whistleblowers), which prohibits Contractor from discharging, demoting, or discriminating against an employee as a reprisal for disclosing to a person or body information that the employee reasonably believes is evidence of gross mismanagement of a federal Agreement or Agreement, a gross waste of federal funds, an abuse of authority relating to a federal Agreement or Agreement, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal Agreement (including the competition for or negotiation of a Agreement) or Agreement;

(c) 2 C.F.R. Part 25, “Universal Identifier and System for Award Management” (SAM) and as set forth in Section 10.5 of this Agreement.

(d) 2 C.F.R. Part 170, “Reporting and Executive Compensation Information.”

(e) 2 C.F.R. Part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” and 2 C.F.R. Part 3000, “Nonprocurement Debarment and Suspension.” Accordingly:

(i) Contractor certifies, by signature to this Agreement, accepting funds under this Agreement, or performing obligations under this Agreement, that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Agreement by any federal or state department or agency. If Contractor is unable to certify to any portion of this statement, Contractor shall attach an explanation to this Agreement.

(ii) The certification(s) in this Section 11 are a material representation of fact relied upon by City. If it is later determined that Contractor did not comply with 2 C.F.R. pt.

180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

(iii) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. Accordingly, Contractor is required to verify that none of Contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(iv) Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and shall include a requirement that all Subcontract Agreement comply with this Section 12(e).

(f) Federal procurement rules. When procuring goods or services using Contractor Funds, Contractor shall comply with all applicable federal procurement rules, as a “non-Federal entity”, including but not limited to 2 C.F.R. §§200.318 through 200.327 as well as Appendix II to 2 C.F.R. Part 200. Contractor shall maintain records sufficient to detail the history of procurement. These records will include, but are not limited to, the following: rationale for the method of procurement, selection of Agreement type, Contractor selection or rejection, and the basis for the Agreement price. Contractor shall include a requirement that all Subcontract Agreements comply with this Section 12(f).

(g) 31 U.S.C. § 1352, “Limitation on Use of Appropriated Funds to Influence Certain Federal Agreement and Financial Transactions,” commonly known as the “Byrd Anti-Lobbying Amendment.”

Contractor certifies that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal Agreement, Agreement, or any other award covered by 31 U.S.C. § 1352. Contractor shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from Contractor to the recipient who in turn will forward the certification(s) to the awarding agency.

(h) “Agreement Work Hours and Safety Standards,” 42 U.S.C. §§ 3701 – 3708. All Agreements equal to or in excess of $100,000 that involve the employment of mechanics or laborers shall include a provision for compliance with 40 U.S.C. § 3702 (“Work Hours”) and § 3704 (“Health and Safety Standards in Building Trades and Construction Industry”), as supplemented by Department of Labor regulations (29 C.F.R. part 5). Pursuant to 40 U.S.C. § 3702, Contractor and all Contractor’s Subcontract Agreements shall be required to compute the wages of every mechanic and laborer based on a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than 1 ½ times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies, materials, or articles ordinarily available on the open market, or Agreements for transportation or transmission of intelligence. Contractor shall include a requirement that all Subcontract Agreements comply with this Section 12(h).

(i) 42 U.S.C. § 7401, et seq. Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended. Contractor agrees to report each violation of the Clean Air Act to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the appropriate Environmental Protection Agency Regional Office. Contractor agrees to include these requirements in each Subcontract Agreement or Subcontract Agreement exceeding $150,000 financed in whole or in part with the Contractor Funds. Contractor shall include a requirement that all Contractor Subcontractors comply with this Section 12(i).

(j) 33 U.S.C. 1251 et seq. Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended.

Contractor agrees to report each violation of the Federal Water Pollution Act to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the appropriate Environmental Protection Agency Regional Office. Contractor shall include a requirement that all Subcontract Agreements comply with this Section 12(j).

(k) Public Law 115-232, Section 889, for work, services, or goods provided to the City under this Agreement. Contractor shall not procure or obtain, or enter, extend, or renew a Agreement to procure or obtain equipment, services, or systems that use “covered telecommunications equipment or services” as a substantial or essential component of any system, or as critical technology as part of any system. “Covered telecommunications equipment or services” include, telecommunications or video surveillance equipment and services produced by Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company, or any other company, including affiliates and subsidiaries, owned or controlled by the People's Republic of China. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, the following are prohibited to be used:

(i) video surveillance and telecommunications equipment produced by Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company, or any other company, including affiliates and subsidiaries of such entities;

(ii) telecommunications or video surveillance services provided by or used by such entities listed in this section; and

(iii) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Contractor shall include a requirement that all Subcontract Agreements comply with this Section 12(k).

(l) Federal Funding Accountability and Transparency Act (“FFATA”)

Contractor, where applicable, shall follow and abide by all requirements of the FFATA, (Public Law 109-282; September 26, 2006) as applicable.

(m) Anti-Kickback Rules. Salaries of architects, draftsmen, technical engineers, and technicians performing work under this Agreement shall be paid unconditionally and not less often than once a month without deductions or rebate on any account except only such payroll deductions as are mandatory by law or permitted by the applicable regulations issued by the Secretary of Labor pursuant to the “Anti-Kickback Act” of June 13, 1934, as now codified in 18 U.S.C. § 874 and 40 U.S.C. § 3145. The Contractor shall comply with applicable “Anti- Kickback” regulations and shall insert appropriate provisions in all Subcontract Agreements covering work under this Agreement to ensure compliance by Contractor’s Subcontractors with such regulations and shall be responsible for the submission of affidavits required of Subcontract Agreements thereunder except as the Secretary of Labor may specifically provide for variations or exemptions from the requirements thereof.

(n) Hatch Act. Contractor agrees to comply with the provisions of the Hatch Act (Title 5 USC, Sections 1501-1508), which limit the political activities of employees whose principal employment activities are funded in whole or in part with federal funds.

(o) Connecticut General Statutes, Title 42, Chapter 738a, “Foreign Discriminatory Boycotts.” To the extent that this Agreement has a total value of $100,000 or more and that Contractor has ten (10) or more full-time employees, by signing this Agreement, Contractor certifies that it has read, understood, and will comply with Connecticut General Statutes Title 42 Chapter 738a, “Foreign Discriminatory Boycotts,” is not involved in any prohibited boycott, and will not engage in any prohibited boycott for the duration of this

12.3 Contractor shall require all of its Subcontractors to comply with this Section 12.

SECTION 13

DEFAULT

It is hereby agreed, acknowledged, and understood by Contractor that any non-performance of the requirements and obligations of Contractor pursuant to this Agreement, or any breach of any term or condition of this Agreement by Contractor, shall constitute cause for the City to declare Contractor in default of this Agreement and to terminate the Agreement for Cause under Section 15.1 of this Agreement.

SECTION 14

FALSE STATEMENTS

Contractor understands that making false statements or claims in connection with this Agreement shall be cause for immediate termination of this Agreement, may be a violation of federal and state law, and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or Agreements, and/or any other remedy available by law.

SECTION 15

TERMINATION OF THE AGREEMENT

15.1 Termination for Cause – Right to Cure. This Agreement may be terminated for cause by the City upon written notice of violations, default, and termination for cause (“Written Notice of violations, Default, and Termination for Cause”) delivered to Contractor. Contractor agrees that the Written Notice of Violations, Default, and Termination may be delivered to the Contractor electronically. Contractor will be given five (5) Days after the date listed upon the Written Notification of Violations, Default, and Termination to cure and cease the violations, after which, should the violations not be cured, ceased, or otherwise remedied in a manner approved by, and to the complete satisfaction of the City, the City, in its sole discretion, may terminate this Agreement for cause effective upon the date listed on the Written Notice of Violations, Default, and Termination.

15.2 Termination for Cause – Immediate. The City may immediately terminate this Agreement for cause if the City determines that the Contractor engaged in fraud, misrepresentation, misappropriation, and/or gross mismanagement as determined by the City in its sole discretion.

The City shall deliver the Written Notice of Violations, Default, and Termination in such case (which notice may be delivered electronically), to the Contractor and the termination of this Agreement will become effective upon delivery, and there shall be no right of the Contractor to cure.

15.3 Upon Termination of this Agreement for Cause under Section 15.1 or 15.2, Contractor shall immediately provide to the City a written report and accounting of all Contractor Funds expended up to the date of termination, including Contractor Funds expended by Subcontract Agreement, and return any remaining balance of Contractor Funds to the City. Upon termination of this Agreement for cause under Section 15.1 or 15.2, the City shall have the right to pursue and exercise any remedy provided by law or equity and debar/suspend Contractor from receiving future Agreements or Agreements from the City. The Contractor understands, acknowledges, and agrees that the time allowed for cure under Section 15.1 of this Agreement will not diminish or eliminate Contractor's liability for damages incurred by the City related to or caused by the Contractor’s violations as set forth in the Written Notice of Violations, Default, and Termination.

15.5 If, after termination of this Agreement for cause, it is determined that Contractor was not in default, the rights and obligations of the Parties shall be the same as if the termination had been issued for convenience as provided in this Agreement. The rights and remedies contained in this Section are in addition to any other rights and remedies provided by law or under this Agreement.

15.6 Termination Due to Non-Appropriation/Reduction of Funds or Changes in the Law. Upon twenty-four (24) hours written notice of Termination Due to Non-Appropriation/Reduction of Funds or Changes in the Law delivered to Contractor (which notice may be delivered electronically), this Agreement may be terminated in whole or in part if the City determines in its sole discretion that:

(a) a change in Federal or State legislation or applicable laws materially affects the ability of either the City or the Contractor to perform under the terms of this Agreement; or

(b) that a change in available funds affects the City’s ability to pay under this

(c) A non-appropriation/reduction of funds or change in the law as used in this Section

15.6 includes, but is not limited to, a non-appropriation/reduction or change in ARPA funding for any reason, including as a result of a legislative act or by order of the President of the United States, the Governor of the State of Connecticut, or the Mayor of the City.

Upon delivery of written notice of Termination Due to Non-Appropriation/Reduction of Funds or Changes in the Law to the Contractor under this Section 15.6, the Contractor shall provide to the City a written report and accounting of all Contractor Funds expended up to the date of the written notice of Termination Due to Non- Appropriation/Reduction of Funds or Changes in the Law, including Contractor Funds expended by Subcontract Agreements, and return any remaining balance of Contractor Funds to the City. The effective date of termination under this Section 15.6 shall be twenty-four (24) hours after the date listed upon the written notice of Termination Due to Non-Appropriation/Reduction of Funds or Changes in the Law that the City delivers to the Contractor. Contractor agrees that the City’s Termination Due to Non-Appropriation/Reduction of Funds or Changes in the Law shall not be deemed a termination for default nor shall it entitle Contractor, or Contractor’s Subcontractors to any rights or remedies provided by law or this Agreement for breach of this Agreement by the City or entitle Contractor or Contractor’s Subcontractors any other claim or cause of action against the City. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City from and against any and all actions, lawsuits, claims, damages, losses, judgements, liens, costs, expenses and reasonable counsel and consultant fees claimed by a Contractor Subcontractor, for Termination Due to Non- Appropriation/Reduction of Funds or Changes in the Law of this Agreement under this Section 15.6.

15.7 Termination for Convenience. The City may terminate this Agreement for any reason or for no reason, upon at least thirty (30) Days’ prior written notice of Termination for Convenience to Contractor (which notice may be delivered electronically) stating City’s intention to terminate this Agreement. Upon delivery of the written notice of Termination for Convenience under this Section 15.7, Contractor shall, within thirty (30) days of the date listed on the written notice of Termination for Convenience, provide to the City a written report and accounting of all Contractor

Funds expended up to the date of the written notice of Termination for Convenience, including Contractor Funds expended by Subcontract Agreements, and return any remaining balance of Contractor Funds to the City. Contractor agrees that the City’s Termination for Convenience shall not be deemed a termination for default, nor shall it entitle Contractor or Contractor’s Subcontractors to any rights or remedies provided by law or this Agreement for breach of this Agreement by the City, or entitle Contractor or Contractor’s Subcontractors any other claim or cause of action against the City. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City from and against any and all actions, lawsuits, claims, damages, losses, judgements, liens, costs, expenses and reasonable counsel and consultant fees claimed by a Contractor Subcontractor for Termination for Convenience of this Agreement under this Section 15.7.

SECTION 16

REIMBURSEMENT

Notwithstanding the provisions of Section 15 of this Agreement, Contractor shall reimburse the City for any Contractor Funds that are determined by the City or the Treasury to have been not eligible, misused, or misappropriated, or not expended during the Agreement Period. If the City or the Treasury determines that Contractor has breached or failed to comply with any provision of this Agreement, or that Contractor has failed to comply with ARPA or the FR, Contractor will reimburse all or a portion of the Contractor Funds, with or without termination of this Agreement within forty-five (45) Days of the date written notice under this section (which notice may be delivered…