FMA

PEMA-2024-020

FLOOD MITIGATION ASSISTANCE GRANT

AGREEMENT FOR FEDERAL FISCAL YEAR 2023

This Flood Mitigation Assistance (FMA) Swift Current Grant Program Agreement for federal fiscal year (“FFY”) 2023 is between the Commonwealth of Pennsylvania (“Commonwealth”), acting through the Pennsylvania Emergency Management Agency (“PEMA”), with its principal office located at 1310 Elmerton Avenue, Harrisburg, PA 17110, and Modena Borough (“Subrecipient”), with its principal offices located at PO BOX 116, Modena, PA 19358-0116.

PEMA is the executive Commonwealth agency responsible for, among other things, the administration of grant programs for emergency response and preparedness in the Commonwealth.

PEMA has applied for federal funding from the United States Department of Homeland Security (“USDHS”), Federal Emergency Management Agency (“FEMA”) for FFY 2023. In accordance with the USDHS grant, PEMA will subgrant the FMA funding to eligible subrecipients in the Commonwealth.

The Subrecipient submitted an FMA grant application to PEMA for funding to implement flood mitigation activities. PEMA determined that the Subrecipient is eligible to receive FMA funds and that Subrecipient’s proposed use of funds meets FMA requirements.

The parties wish to set forth the terms and conditions under which PEMA subgrants FMA funds to the Subrecipient.

The parties, intending to be legally bound, agree as follows:

1. Subgrant Award. Subject to the terms and conditions of this agreement and the availability of FMA funds, PEMA hereby subgrants up to $2,763,209.00 in federal FMA funds and up to $655,666.00 in State Hazard Mitigation funds to the Subrecipient to support the approved project work schedule and budget (“Project”) set forth in Attachment A. PEMA may increase or decrease the amount of the subgrant award by providing written notice of award modification to the Subrecipient. All funding increases are subject to the Governor's Office of the Budget, Comptroller's Office certification of the availability of the funding.

2. Term. The term of this agreement will commence on the date of the last Commonwealth signature (“Effective Date”) and will remain in effect until August 10, 2026 ("Term"), unless sooner terminated in accordance with paragraph 5 of this agreement. This agreement is not binding in any way, nor will the Commonwealth or PEMA be bound, until this agreement has been fully executed and sent to the Subrecipient.

3. Period of Performance. The period of performance for this agreement will commence on April 12, 2023 and end on April 11, 2026 ("Period of Performance").

4. Extension. PEMA may extend the Term, Period of Performance, or both by providing written notice of extension to the Subrecipient. No extension may result in a Term or Period of Performance that exceeds five years from the Effective Date of this agreement.

5. Termination. PEMA may terminate this agreement at any time for its convenience or for any other reason if it determines that termination is in its best interests, or is otherwise appropriate, by giving written notice of termination to the Subrecipient and specifying the effective date of the termination.

6. Survival of Terms. The provisions and obligations set forth in paragraphs 10, 12, 13, 14, 15, 17, 19, 20, and 21 will survive the termination of this agreement.

7. Reimbursement. PEMA shall reimburse the Subrecipient for approved expenditures for costs incurred during the Period of Performance. PEMA shall not reimburse the Subrecipient for activities or expenditures that do not comply with, or are not eligible under, the regulations, policies, guidelines, and requirements applicable to FMA grant funding.

8. Funding Provisions. The funding for this grant is as follows:

Federal Share $2,763,209.00 State Share $ 655,666.00

TOTAL $3,418,875.00

9. Commonwealth Standard Terms and Conditions. Subrecipient shall comply with the Commonwealth’s Standard Terms and Conditions set forth in Attachment B.

10. USDHS Terms and Conditions. Subrecipient shall comply with the USDHS Terms and Conditions set forth in Attachment C.

11. Federal Funding Accountability and Transparency Act. Subrecipient shall comply with the Federal Funding Accountability and Transparency Act attached as Attachment D.

Subrecipient shall complete this form prior to the execution of this agreement.

12. Environmental and Historical Preservation. Subrecipient shall comply with all applicable Environmental and Historical Preservation (“EHP”) laws, regulations, and Executive Orders in order to receive reimbursement from these grant funds.

13. FEMA Deed Restrictions. Subrecipient shall comply with FEMA Deed Restrictions set forth in Attachment E and record the same in all deed conveyances of any property acquired, accepted, or from which structures are removed.

14. National Flood Insurance Program. Subrecipient shall maintain in good standing with the National Flood Insurance Program (NFIP) and comply with local regulations pertaining to the NFIP and shall bring into NFIP compliance all structures identified through Community Assistance Visits to the maximum extent possible. Failure to enforce NFIP requirements for all development in identified hazard areas will result in the Subrecipient repaying to PEMA the FMA funds related to the Project.

Prohibited Use of Federal Funds. Subrecipient shall not use any federal funds for lobbying.

The Subrecipient shall comply with federal and state filing requirements if non-federal funds are used for lobbying.

Compliance with Applicable Law. Subrecipient shall comply with all applicable federal, state, and local laws, regulations, policies, or directives including, but not limited to, Title 44 of the Code of Federal Regulations (“CFR”) and Title 2 CFR Part 170 and Part 200. It is the affirmative, non-delegable duty of the Subrecipient and any employees, contractors, or other agents to maintain competency in and abide by all statutory, regulatory, and policy obligations imposed by the acceptance and expenditure of these federal grants.

Funds Management.

Budget Modifications. PEMA must approve any changes to the Project outlined in Attachment A, which may be incorporated into this agreement through written notice from PEMA to the Subrecipient without the need to amend this agreement.

Submission of Documentation. Subrecipient shall submit receipts, reports, records, or any other documents required by Attachment A (“Proper Documentation”).

Verification. PEMA will only make reimbursement payments to Subrecipient after PEMA has received Proper Documentation and verified that the identified charges or expenses comply with the requirements of this agreement. The Subrecipient shall make all requests for payment in accordance with Attachment A.

Exclusion of Expenditures. Subrecipient may not request reimbursement for a charge or expense for which it has received or may receive reimbursement pursuant to any other federal or state grant award.

Advanced Working Capital Funds. Subrecipient may request advanced working capital funds. All requests are subject to PEMA approval and contingent upon the availability of funds. Subrecipient requests for advanced funds in excess of 25% of the amount in paragraph 1 are subject to approval by the Office of Comptroller Operations, Bureau of Payable Services.

Requests for Advanced Funds. Requests for advanced working capital funds must be in accordance with Attachment A and include a Project cost itemization and payment timeline that contains all anticipated Project costs, contractor payment requirements, Project progression phase schedules, and anticipated Project payment due dates.

ii. Project Phases. Subrecipient shall complete each phase of the Project prior to PEMA’s release of additional advanced working capital funds to the Subrecipient.

iii. Receipt of Funds. Upon receipt of advanced working capital funds from PEMA, the Subrecipient shall promptly deposit working capital funds into an interest-bearing account in a bank or other financial institution insured by the Federal Deposit Insurance Corporation or Federal Savings and Loan Insurance Corporation.

iv. Excess Funds. The Subrecipient shall return any advanced working capital funds in excess of actual allowable expenditures to PEMA no later than 30 days after the end date of the Period of Performance.

v. Interest. Subrecipient shall account for all interest earned on advanced funds and the Subrecipient shall return any interest in excess of $500.00 earned on the advanced funds to PEMA annually in accordance with 2 CFR § 200.305(b)(9).

PEMA may recapture funds and withhold future disbursements until reconciliation occurs if Subrecipient fails to return interest in excess of $500.00 earned on advance funds.

18. Training Requirements. Subrecipient shall participate in all required grant training and workshops facilitated by PEMA.

19. Maintenance and Retention of Records. Subrecipient shall:

a. maintain, at its principal offices, accurate records and accounts, including documents, certifications, correspondence, quotes, invoices, and other evidence pertaining to costs and expenses it incurs pursuant to this agreement, and reflecting all matters and activities covered by this agreement.

b. retain all required records for a period of three years from the expiration or termination of this agreement, except in those cases where unresolved audit questions may require maintaining some or all records for a longer period. In such event, the Subrecipient shall maintain these records until all pending matters are resolved.

20. Audit. Subrecipient shall:

a. give federal and state agencies access to, and the right to examine, all records and documents that are related to the grant.

b. permit access to facilities, personnel, and other individuals and information that the federal or state agency may determine is necessary.

c. comply with any compliance review conducted by USDHS/FEMA or PEMA.

d. comply with the Single Audit Act requirements set forth in Attachment F.

e. establish internal personnel safeguards that will prohibit employees, contractors, agents, members, or representatives from using their positions for a purpose that creates, or gives the appearance of creating, a desire for private gain for themselves or for others, particularly those persons who have a family, business, or other ties to the employee, contractor, agent, member, or representative.

21. Reporting Requirements.

a. Monthly Reconciliation Reports. If the Subrecipient receives advanced working capital funds, as outlined in paragraph 17(f), the Subrecipient shall submit monthly reconciliation reports to PEMA by the tenth working day of each month during and until the conclusion of the Period of Performance. The reconciliation report must include the following:

i. a statement showing the account balance and interest earned from account in paragraph 17(f)(iii); and

ii. a monitoring report that includes a Project progress statement and cost breakdown to date.

b. Hazard Mitigation Quarterly Progress Reports. Subrecipient shall submit hazard mitigation quarterly progress reports to PEMA on or before January 10, April 10, July 10, and October 10 of each year.

c. Final Reports. Subrecipient shall submit a Final Progress Report and a Final Reconciliation Report to PEMA no later than 30 days after the end of the Period of Performance and shall account for final expenditure of all funds by submitting the following:

i. copies of all Proper Documentation not previously submitted for reimbursement; and

ii. any other documents requested by PEMA and related to the expenditures of the FMA funds.

22. Notice. All notices and reports arising out of, or from, the provisions of this agreement must be in writing and provided to the parties at the addresses provided in Attachment G.

The parties may change their designated contact or address by providing written notice to the other party in the manner specified above.

23. Offset, Withholding, Recoupment, and Deobligation. At any time, PEMA reserves the right to offset, withhold, recoup, or deobligate grant funds or payments for grant expenditures if PEMA determines that there has been a violation of this agreement by the Subrecipient or if PEMA determines that the Subrecipient’s expenditures are or were not eligible, proper, or allowable.

24. Assignment. Subrecipient may not assign or transfer its rights or duties under this agreement.

25. Amendments and Modifications. Except as provided in paragraphs 1 and 4, no amendment or modification of this agreement is valid unless made in writing and signed by the parties with the same formality as the agreement.

26. Independent Contractor. Nothing contained in this agreement is intended or may be construed to, in any respect, create or establish the relationship of partners between the parties, or as constituting the Subrecipient as the representative or general agent of PEMA for any purpose whatsoever.

27. Severability. The provisions of this agreement are severable. If any provision of this agreement is held to be unenforceable by an authority with proper jurisdiction in the matter, that provision is severed, and the remainder of this agreement will remain binding upon the parties.

28. No Waiver. No delay or failure of PEMA or the Commonwealth to enforce any provision of this agreement or to exercise any right or remedy under this agreement may be construed as a waiver by PEMA or the Commonwealth of the provision or its right or remedy.

29. Integration and Merger. When fully executed by the parties, this agreement will be the final and complete agreement between the parties containing all the terms and conditions agreed on by the parties. All representations, understandings, promises, and agreements pertaining to the subject matter of this agreement made prior to or at the time this agreement is executed are superseded by this agreement, unless specifically accepted by any other term or provision of this agreement. There are no conditions precedent to the performance of this agreement, except as expressly set forth in this agreement.

30. Counterparts. This agreement may be executed in counterparts, each of which is deemed to be an original (including copies sent to a party by electronic transmission) as against the party signing the counterpart, but which together constitute one and the same instrument.

31. Electronic Signatures. This agreement may be signed electronically in accordance with the Pennsylvania Electronic Transactions Act, Act 69 of 1999, 73 P.S. §§ 2260.301-312.

32. Signatories Attestations. By signing this agreement, the individuals signing on behalf of the Subrecipient (“Signers”) acknowledge that:

a. their electronic signatures confirm that they are authorized to sign this agreement and contractually bind the Subrecipient.

b. they are acting in compliance with the applicable law and the organizational and governance documents of the Subrecipient.

c. they and the Subrecipient understand that PEMA will rely on these representations and confirmations in its subsequent review and execution of this agreement.

d. that they are submitting official information to the Commonwealth.

e. they are aware that any false statement(s) made to PEMA or the Commonwealth related to this grant may subject them to substantial civil and criminal penalties, including 18 Pa. C.S. § 4904 (relating to unsworn falsification to authorities).

[SIGNATURE PAGE IMMEDIATELY FOLLOWS.]

The parties, through their authorized representatives, have signed this agreement on the dates indicated below.

SUBRECIPIENT: MODENA BOROUGH COMMONWEALTH OF PENNSYLVANIA

PA EMERGENCY MANAGEMENT AGENCY

Signature Date Director/Executive Deputy Director Date

APPROVED AS TO FORM AND LEGALITY:

Office of Chief Counsel Date

Office of General Counsel Date

Office of Attorney General Date

APPROVED:

______________________________ 4100098133 Comptroller Operations Date Funds Commitment Number

CFDA No. 97.029

FMA-PJ-03-PA-2022-005

Vendor No: 138970

I hereby certify that funds in the amount of $3,418,875.00 are available under Appropriation Symbol:

Amount Appropriation Symbol $2,763,209.00

Federal 7023900000-2024-3137003000-

T23757000200-6600300

$655,666.00 State

3035700000-2022-3137003000- T23757000200-6600400 ture

Digitally signed by epettis DN: dc=LCL, dc=PA, ou=CWOPA, ou=GC, ou=OGC, ou=USERS, cn=epettis Date: 2024.10.20 20:17:04 -04'00'

Bettina Peluso

2024.11.04 08:30:18 -05'00'

Digitally signed by Katalin Gotshall Date: 2024.11.15 10:49:08 -05'00'

G ra nt P er io d of

P er fo rm an ce

9/

/2

9/

/2

To ta l P ro je ct F un ds

$3

,4

,8

.0

M

A A w ar d:

S ub re ci pi en t N am e:

M od en a

B or ou gh

Fu nd s B ud ge te d:

$3

,4

,8

.0

M

A B ud ge te d:

$0 .0

G ra nt

P ro gr am

FM

A

Fu nd s

Ex pe nd ed

$0

.0

M

A E xp en de d:

$0 .0

Fe de ra l A m ou nt

$2

,7

,2

.0

S ta te A m ou nt

$6

,6

.0

Lo ca l A m ou nt

0%

Fu nd s C om m it m en t:

To ta l F un ds o f G ra nt

$3 ,4

,8

.0

T a sk #

P ro je ct

C a te g o ry

P ro je ct

D e sc ri p ti o n T o ta l P ro

A m o u n t

P ro je ct

F u n d s E x p e n d e d

P ro

B a la n ce

B u d g e t

A m e n d m e n t C o m m e n ts

Pr og ra m M an ag em en t N on -C on st ru ct io n

(P er m it ti ng

S it e

M gm

t) $2

,3

.0

$0

.0

$2

,3

.0

D em ol it io n D em ol it io n $1

,0

,0

.0

$0 .0

$1

,0

,0

.0

R ec on st ru ct io n

C on st ru ct io n A nd

P ro je ct

I m pr ov em en t $1

,8

,6

.0

$0 .0

$1

,8

,6

.0

M an ag em en t C os t

A dm in is tr at iv e

Ex pe ns e

$1

,9

.0

$0 .0

$1

,9

.0

C on ti n g en cy

C on ti ng en ci es $1

,9

.0

$0

.0

$1

,9

.0

P ro je ct

T o ta ls

$3 ,4

,8

.0

$0

.0

$3 ,4

,8

.0

$0

.0

A T T A

C H

M E N

T A

M O

D E

N A

B O

R O

U G

H F

M A

P R

O

JE

C T B

U D

G E T

Task # Task Description

Total Time Projected (Months)

Duration (Months)

1 Pre-Award 6 1-6

2 Grant Agreement 6 7-12

3 Final Design/Bidding 6 13-18

4 Demolition 3 19-21

5 Reconstruciton 9 22-30

6 Closeout 6 31-36

Total Estimated Duration of Project: 36

Attachment A

Planned Work Schedule Project #

For approved projects, subgrantees will need to refer to these steps when submitting quarterly progress reports

Commonwealth Standard Terms and Conditions Grant Version

(Revised - 10/1/2023) Version 2

1. DEFINITIONS

Capitalized terms used in these Commonwealth standard terms and conditions that are not otherwise defined in these provisions have the meanings specified in the agreement to which they are attached.

2. INDEMNIFICATION

The Grantee shall indemnify and defend the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with any activities performed by the Grantee or its employees and agents pursuant to this agreement, as determined by the Commonwealth in its sole discretion.

3. NONDISCRIMINATION/SEXUAL HARASSMENT

a. Representations. The Grantee represents that it is presently in compliance with and will remain in compliance with all applicable federal, state, and local laws, regulations, and policies relating to nondiscrimination and sexual harassment for the term of the agreement. The Grantee shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to its books, records, and accounts by the Commonwealth for the purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

b. Nondiscrimination/Sexual Harassment Obligations. The Grantee shall not:

i. in any manner discriminate in the hiring of any employee(s) for the performance of the activities required under this agreement or any subgrant agreement, contract, or subcontract, by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (“PHRA”) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

ii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any of its employees.

iii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under this agreement or any subgrant agreement, contract, or subcontract.

iv. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subgrantee, contractor, subcontractor, or supplier who is qualified to perform the work to which this agreement relates.

v. in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act, or National Labor Relations Act, as applicable, and to the extent determined by entities charged with the Acts’ enforcement and shall comply with any provision of law establishing organizations as employees’ exclusive representatives.

c. Establishment of Grantee Policy. The Grantee shall establish and maintain a written nondiscrimination and sexual harassment policy that complies with the applicable law and these Nondiscrimination/Sexual Harassment provisions and shall inform its employees in writing of the policy. The policy must contain a provision that states that sexual harassment will not be tolerated and employees who practice it will be disciplined.

For the entire period of this agreement, the Grantee shall: (1) post its written nondiscrimination and sexual harassment policy or these Nondiscrimination/Sexual Harassment provisions conspicuously in easily accessible and well-lighted places customarily frequented by employees at or near where the grant activities are performed;

or (2) provide electronic notice of the policy or this clause to its employees not less than annually.

d. Notification of Violations. The Grantee’s obligations pursuant to these provisions are ongoing from the effective date and through the termination date of the agreement.

Accordingly, the Grantee shall notify the Commonwealth if, at any time during the term of this agreement, it becomes aware of any actions or occurrences that would result in violation of these provisions.

e. Cancellation or Termination of Agreement. The Commonwealth may cancel or terminate this agreement and all money due or to become due under this agreement may be forfeited for a violation of the terms and conditions of these Nondiscrimination/Sexual Harassment provisions. In addition, the granting agency may proceed with debarment or suspension and may place the Grantee in the Contractor Responsibility File.

f. Subgrant Agreements, Contracts, and Subcontracts. The Grantee shall include these Nondiscrimination/Sexual Harassment provisions in its subgrant agreements, contracts, and subcontracts with all subgrantees, contractors, and subcontractors providing goods or services under this agreement. The incorporation of these provisions in the Grantor’s subgrants, contracts, or subcontracts does not create privity of contract between the Commonwealth and any subgrantee, contractor, or subcontractor, and no third-party beneficiaries are created by those provisions. If the Grantee becomes aware of a subgrantee’s, contractor’s, or subcontractor’s violation of these provisions, the Grantee shall use its best efforts to ensure the subgrantee’s, contractor’s, or subcontractor’s compliance with these provisions.

4. GRANTEE INTEGRITY

a. Definitions. For purposes of these Grantee Integrity Provisions, the following definitions apply:

i. “Affiliate” means two or more entities where (a) a parent entity owns more than 50% of the voting stock of each of the entities; (b) a common shareholder or group of shareholders owns more than 50% of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

ii. “Grantee” means the individual or entity, that has entered into this agreement with the Commonwealth.

iii. “Grantee Related Parties” means any Affiliates of the Grantee and the Grantee’s executive officers, Pennsylvania officers and directors, or owners of five percent or more interest in the Grantee.

iv. “Financial Interest” means ownership of more than a five percent interest in any business or holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

v. “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, as may be amended, 4 Pa. Code §7.153(b), apply.

vi. “Non-Solicitation Award Process” means a method of awarding grants based on predetermined criteria, without the solicitation of grant applications.

b. Representations and Warranties.

i. Grantee Representation and Warranties. The Grantee represents, to the best of its knowledge and belief, and warrants that within the last five years neither the Grantee nor Grantee Related Parties have:

1. been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction;

2. been suspended, debarred, or otherwise disqualified from entering into any contract with any governmental agency;

3. had any business license or professional license suspended or revoked;

4. had any sanction or finding of fact imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust; and

5. been, and are not currently, the subject of a criminal investigation by any federal, state, or local prosecuting or investigative agency or civil anti-trust investigation by any federal, state, or local prosecuting or investigative agency.

ii. Grantee Explanation. If the Grantee cannot make the representations and warranties set forth above at the time of its submission of its grant application or if the agreement is awarded pursuant to a Non-Solicitation Award Process at the time of the execution of the agreement, the Grantee shall submit a written explanation outlining the reasons why it cannot make those representations and warranties. The Commonwealth may, based on its evaluation of the explanation provided, determine whether it is in the Commonwealth’s best interest to execute the agreement.

iii. Further Representations. By submitting any bills, invoices, or requests for payment pursuant to the agreement, the Grantee further represents that it has not violated any of these Grantee Integrity Provisions during the term of the agreement.

iv. Notice. The Grantee shall immediately notify the Commonwealth, in writing, if at any time during the term of the agreement it becomes aware of any event that would cause the Grantee's certification or explanation to change. The Grantee acknowledges that the Commonwealth may, in its sole discretion, terminate the agreement for cause if it learns that any of the certifications made in these Grantee Integrity Provisions are currently false or misleading due to intervening factual circumstances or were false or misleading or should have been known to be false or misleading when entering into the agreement.

c. Grantee Responsibilities. During the term of this agreement, the Grantee shall:

i. maintain the highest standards of honesty and integrity.

ii. take no action in violation of any applicable laws, regulations, or other requirements applicable to the Grantee that govern Commonwealth contracting or grant administration.

iii. establish and implement a written business integrity policy that includes, at a minimum, the requirements of these Grantee Integrity Provisions as they relate to the Grantee’s activity with the Commonwealth and Commonwealth employees and ensure that its employees comply with the policy.

iv. not accept, agree to give, offer, confer, agree to confer, or promise to confer, directly or indirectly, any gratuity or pecuniary benefit to any person, or to influence or attempt to influence any person in violation of any federal or state law, regulation, executive order, statement of policy, management directive, or bulletin applicable to the award of grants or the administration of this agreement.

v. not have a financial interest in any other subgrantee, contractor, subcontractor, or supplier providing services, labor, or material under this agreement, unless the financial interest is disclosed to the Commonwealth in writing and the Commonwealth consents to Grantee’s financial interest. The Grantee must disclose the financial interest to the Commonwealth at the time of submission of its grant application, or if a Non-Solicitation Award Process is used, no later than the date the Grantee signs the agreement. The Commonwealth shall be deemed to have consented if the required disclosure is received and all of the required Commonwealth signatures are affixed.

vi. comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S. § 13A01 et seq.) regardless of the method of award.

vii. comply with the requirements of Section 1641 of the Pennsylvania Election Code (25 P.S. § 3260a) if this agreement was awarded pursuant to a Non-Solicitation Award Process.

viii. immediately notify the Commonwealth or the Office of the State Inspector General, in writing, when the Grantee has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or these Grantee Integrity Provisions has occurred or may occur, including, but not limited to, contact by a Commonwealth officer or employee, which, if acted upon, would violate the ethical standards.

d. Investigations. If a State Inspector General investigation is initiated, the Grantee shall:

i. reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of the State Inspector General for investigations of the Grantee’s compliance with the terms of this or any other agreement between the Grantee and the Commonwealth that results in the suspension or debarment of the Grantee. The Grantee shall not be responsible for investigative costs for investigations that do not result in the Grantee’s suspension or debarment.

ii. cooperate with the Office of the State Inspector General in its investigation of any alleged Commonwealth agency or employee breach of ethical standards and any alleged Grantee non-compliance with these Grantee Integrity Provisions and make identified Grantee employees and volunteers available for interviews at reasonable times and places.

iii. upon the inquiry or request of an Inspector General, provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Grantee's integrity and compliance with these provisions. This information may include, but is not be limited to, the Grantee's business or financial records, documents or files of any type or form that refer to or concern this agreement.

e. Termination. For violation of any of these Grantee Integrity Provisions, the Commonwealth may terminate this agreement and any other contract with the Grantee, claim liquidated damages in an amount equal to the value of anything received in breach of these Grantee Integrity provisions, claim damages for all additional costs and expenses incurred in obtaining another grantee to complete performance under this agreement, and debar and suspend the Grantee from doing business with the Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one does not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

f. Subcontracts. The Grantee shall include these Grantee Integrity Provisions in its subgrant agreements, contracts, and subcontracts with all subgrantees, contractors, and subcontractors providing goods or services under this agreement. The incorporation of this provision in the Grantee’s subgrant agreements, contracts, and subcontracts shall not create privity of contract between the Commonwealth and any subgrantee, contractor, or subcontractor, and no third-party beneficiaries are created by the inclusion of these provisions. If the Grantee becomes aware of a subgrantee’s, contractor’s, or subcontractor’s violation of these provision, the Grantee shall use its best efforts to ensure their compliance with these provisions.

5. CONTRACTOR RESPONSIBILITY

a. Definition. For the purpose of these provisions, the term “Contractor” means as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee or lessor, who has furnished or performed or seeks to furnish or perform, goods, supplies, services, leased space, construction or other activity, under a contract, grant, lease, purchase order or reimbursement agreement with the Commonwealth. The term also includes a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other public entity in the Commonwealth.

b. Contractor Representations.

i. The Contractor represents for itself and its subgrantees, contractors, and subcontractors required to be disclosed or approved by the Commonwealth, that as of the date of its execution of this agreement, that neither the Contractor, nor any of its subgrantees, contractors, and subcontractors, are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot make this representation, the Contractor shall submit, along with the agreement, a written explanation of why the certification cannot be made.

ii. The Contractor represents that, as of the date of its execution of this agreement, it has no tax liabilities or other Commonwealth obligations, or has filed a timely administrative or judicial appeal, if any liabilities or obligations exist, or is subject to a duly approved deferred payment plan if any liabilities exist.

c. Notification. The Contractor shall notify the Commonwealth if, at any time during the term of the agreement, it becomes delinquent in the payment of taxes, or other Commonwealth obligations, or if it or, to the best of its knowledge, any of its subgrantees, contractors, or subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity. The Contractor shall provide this notification within 15 days of the date of suspension or debarment.

d. Default. The Contractor’s failure to notify the Commonwealth of its suspension or debarment by the Commonwealth, any other state, or the federal government constitutes an event of default of the agreement with the Commonwealth.

e. Reimbursement. The Contractor shall reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the Contractor's compliance with the terms of this agreement or any other agreement between the Contractor and the Commonwealth that results in the suspension or debarment of the Contractor. These costs include, but are not limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor's suspension or debarment.

f. Suspension and Debarment List. The Contractor may obtain a current list of suspended and debarred Commonwealth contractors by visiting the eMarketplace website at http://www.emarketplace.state.pa.us and clicking the Debarment list tab.

6. AMERICANS WITH DISABILITIES ACT

a. No Exclusion. Pursuant to the Americans with Disabilities Act, 42 U.S. Code § 12101, et seq., no qualified individual with a disability may, on the basis of the disability, be excluded from participation in this agreement or from activities provided for under this agreement.

b. Compliance. For all goods and services provided pursuant to this agreement, the Grantee shall comply with Title II of the Americans with Disabilities Act, the "General Prohibitions Against Discrimination” set forth in 28 C. F. R. § 35.130, and all other regulations promulgated under Title II of the Americans with Disabilities Act that apply to state and local governments.

c. Indemnification. The Grantee shall indemnify the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with the Grantee's failure or its employee’s or agent’s failure to comply with the provisions of paragraph a, as determined by the Commonwealth in its sole discretion.

7. APPLICABLE LAW AND FORUM

This agreement is governed by and must be interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Grantee consents to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania and waives any claim or defense that such forum is not convenient or proper. Any Pennsylvania court or tribunal has in personam jurisdiction over the Grantee, and the Grantee consents to service of process in any manner authorized by Pennsylvania law. This provision may not be interpreted as a waiver or limitation of the Commonwealth’s rights or defenses.

8. RIGHT TO KNOW LAW

a. Applicability. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this agreement.

b. Grantee Assistance. If the Commonwealth needs the Grantee’s assistance in any matter arising out of the RTKL related to this agreement, the Commonwealth shall notify the Grantee that it requires the Grantee’s assistance, and the Grantee shall provide to the Commonwealth:

i. access to, and copies of, any document or information in the Grantee’s possession (Requested Information) arising out of this agreement that the

Commonwealth reasonably believes is a public record under the RTKL, within ten calendar days after receipt of written notification; and

ii. any other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this agreement.

c. Trade Secret or Confidential Proprietary Information. If the Grantee considers the Requested Information to include a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Grantee considers exempt from production under the RTKL, the Grantee shall notify the Commonwealth and provide, within seven calendar days of receipt of the written notice a written statement, signed by a representative of the Grantee, that explains why the requested material is exempt from public disclosure under the RTKL. If the Commonwealth determines that the Requested Information is clearly not exempt from disclosure, the Grantee shall provide the Requested Information to the Commonwealth within five business days of receipt of written notice of the Commonwealth’s determination.

d. Reimbursement

i. Commonwealth Reimbursement. If the Grantee fails to provide the Requested Information and the Commonwealth is ordered to produce the Requested Information, the Grantee shall reimburse the Commonwealth for any damages, penalties, or costs that the Commonwealth may incur as a result of the Grantee’s failure, including any statutory damages assessed against the Commonwealth.

ii. Grantor Reimbursement. The Commonwealth will reimburse the Grantee for any costs that the Grantee incurs as a direct result of complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL.

e. Challenges of Commonwealth Release. The Grantee may file a legal challenge to any

Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Grantee shall reimburse the Commonwealth for any legal expenses incurred by the Commonwealth as a result of the challenge, including any damages, penalties or costs that the Commonwealth may incur as a result of the Grantee’s legal challenge, regardless of the outcome.

f. Waiver. As between the parties, the Grantee waives all rights or remedies that may be available to it as a result of the Commonwealth’s disclosure of Requested Information pursuant to the RTKL.

g. Survival. The Grantee’s obligations contained in this Section survive the termination or expiration of this agreement.

9. OFFSET

The Commonwealth may set off the amount of any state tax liability or other obligation of the Grantee, or its subsidiaries, owed to the Commonwealth against any payments due the Grantee under any contract between the Commonwealth and Grantee.

10. AUTOMATED CLEARING HOUSE (ACH) PAYMENTS

a. Payment Method. The Commonwealth shall make payments to the Grantee through the Automated Clearing House (ACH). Within 10 days of the grant award, the Grantee must submit or must have submitted its ACH information within its user profile in the Commonwealth's Master Database. The Grantee may enroll to receive remittance information via electronic addenda and email (e-Remittance). ACH and e-Remittance information is available at the following:

https://www.budget.pa.gov/Services/ForVendors/Pages/Direct-Deposit-and-e- Remittance.aspx

b. Unique Identifier. The Grantee must submit a unique invoice number with each invoice submitted. The Commonwealth shall list the Grantee’s unique invoice number on its ACH remittance advice to enable the Grantee to properly apply the state agency’s payment to the respective invoice or program.

c. ACH Information in the Commonwealth's Master Database. The Grantee shall ensure that the ACH information contained in Commonwealth’s Master Database is accurate and complete. The Grantee’s failure to maintain accurate and complete information may result in delays in payments.

11. WORKER PROTECTION AND INVESTMENT

The Grantee shall comply with all applicable Pennsylvania state labor laws and worker safety laws including, but not limited to, the following:

a. Construction Workplace Misclassification Act;

b. Employment of Minors Child Labor Act;

c. Minimum Wage Act;

d. Prevailing Wage Act;

e. Equal Pay Law;

f. Employer to Pay Employment Medical Examination Fee Act;

g. Seasonal Farm Labor Act;

h. Wage Payment and Collection Law;

i. Industrial Homework Law;

j. Construction Industry Employee Verification Act;

k. Act 102: Prohibition on Excessive Overtime in Healthcare;

l. Apprenticeship and Training Act; and

m. Inspection of Employment Records Law.

November 29, 2022 DHS Standard Terms & Conditions: Version 2

FY 2023 DHS Standard Terms and Conditions The Fiscal Year (FY) 2023 DHS Standard Terms and Conditions apply to all new federal financial assistance awards funded in FY 2023. These terms and conditions flow down to subrecipients unless an award term or condition specifically indicates otherwise. The United States has the right to seek judicial enforcement of these obligations.

All legislation and digital resources are referenced with no digital links. The FY 2023 DHS Standard Terms and Conditions will be housed on dhs.gov at www.dhs.gov/publication/fy15-dhs-standard-terms-and-conditions.

A. Assurances, Administrative Requirements, Cost Principles, Representations and Certifications

I. DHS financial assistance recipients must complete either the Office of Management and Budget (OMB) Standard Form 424B Assurances – Non- Construction Programs, or OMB Standard Form 424D Assurances – Construction Programs, as applicable. Certain assurances in these documents may not be applicable to your program, and the DHS financial assistance office (DHS FAO) may require applicants to certify additional assurances. Applicants are required to fill out the assurances as instructed by the awarding agency.

II. DHS financial assistance recipients are required to follow the applicable provisions of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards located at Title 2, Code of Federal Regulations (C.F.R.) Part 200 and adopted by DHS at 2 C.F.R. Part 3002.

III. By accepting this agreement, recipients, and their executives, as defined in 2 C.F.R. § 170.315, certify that their policies are in accordance with OMB’s guidance located at 2 C.F.R. Part 200, all applicable federal laws, and relevant Executive guidance.

B. General Acknowledgements and Assurances

All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff.

I. Recipients must cooperate with any DHS compliance reviews or compliance investigations conducted by DHS.

II. Recipients must give DHS access to examine and copy records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities or personnel.

III. Recipients must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports.

IV. Recipients must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law, or detailed in program guidance.

V. Recipients (as defined in 2 C.F.R. Part 200 and including recipients acting as pass-through entities) of federal financial assistance from DHS or one of its awarding component agencies must complete the DHS Civil Rights Evaluation Tool within thirty (30) days of receipt of the Notice of Award for the first award under which this term applies. Recipients of multiple awards of DHS financial assistance should only submit one completed tool for their organization, not per award. After the initial submission, recipients are required to complete the tool once every two (2) years if they have an active award, not every time an award is made. Recipients should submit the completed tool, including supporting materials, to CivilRightsEvaluation@hq.dhs.gov. This tool clarifies the civil rights obligations and related reporting requirements contained in the DHS Standard Terms and

Attachment C

November 29, 2022 023 DHS Standard Terms & Conditions: Version 2

Conditions. Subrecipients are not required to complete and submit this tool to DHS. The evaluation tool can be found at https://www.dhs.gov/publication/dhs-civil-rights-evaluation-tool. DHS Civil Rights Evaluation Tool | Homeland Security

The DHS Office for Civil Rights and Civil Liberties will consider, in its discretion, granting an extension if the recipient identifies steps and a timeline for completing the tool. Recipients should request extensions by emailing the request to CivilRightsEvaluation@hq.dhs.gov prior to expiration of the 30-day deadline.

C. Standard Terms & Conditions

I. Acknowledgement of Federal Funding from DHS

Recipients must acknowledge their use of federal funding when issuing statements, press releases, requests for proposal, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds.

II. Activities Conducted Abroad

Recipients must ensure that project activities performed outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained.

III. Age Discrimination Act of 1975

Recipients must comply with the requirements of the Age Discrimination Act of 1975, Public Law 94-135 (1975) (codified as amended at Title 42, U.S. Code, § 6101 et seq.), which prohibits discrimination on the basis of age in any program or activity receiving federal financial assistance.

IV. Americans with Disabilities Act of 1990

Recipients must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, Pub. L. 101-336 (1990) (codified as amended at 42 U.S.C. §§ 12101– 12213), which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities.

V. Best Practices for Collection and Use of Personally Identifiable Information

Recipients who collect personally identifiable information (PII) are required to have a publicly available privacy policy that describes standards on the usage and maintenance of the PII they collect. DHS defines PII as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. Recipients may also find the DHS Privacy Impact Assessments: Privacy Guidance and Privacy Template as useful resources respectively.

VI. Civil Rights Act of 1964 – Title VI

Recipients must comply with the requirements of Title VI of the Civil Rights Act of 1964 (codified as amended at 42 U.S.C. § 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. DHS implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7.

VII. Civil Rights Act of 1968

Recipients must comply with Title VIII of the Civil Rights Act of 1968, Pub. L. 90-284, as amended through Pub. L.