ARPA_Subrecipient_Subaward_Agreement_($100000_OR_LESS)_(MPB)_(TEMPLATE_11-26-24_UPDATE).docx

ARPA SUBRECIPIENT SUBAWARD AGREEMENT BETWEEN

THE CITY OF NEW HAVEN AND

[NAME]

AMERICAN RESCUE PLAN ACT

STATE AND LOCAL FISCAL RECOVERY FUND

[AGREEMENT NUMBER]

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

SUBRECIPIENT SUBAWARD 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], a [STATE NAME] [LIMITED LIABILITY COMPANY, CORPORATION, ETC.] with a mailing address at [ADDRESS] (“[SHORTENED CO NAME]” or “Subrecipient”). The City and the Subrecipient 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 this ARPA Fiscal Recovery Funds (“FRF”) subaward to the Subrecipient to provide the services outlined in the City’s Request for Proposal (“RFP”), [RFP NUMBER], [“RFP NAME” IF THERE IS ONE] and as described in the Subrecipient’s “Scope of Services,” which is defined in Section 2.11, and attached as Attachment A, which Attachment A is made a part hereof. [IF NO RFP THEN BOA/MAYOR APPROVAL]

1.3 The Subrecipient of this Subaward Agreement is [NAME].

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

1.5 The Subrecipient’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. The Second tranche was provided to the City by the Department of Treasury in October 2022.

1.7 The amount of funds obligated to Subrecipient 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 Subrecipient’s Scope of Services in Attachment A of this Agreement.

1.9 The Federal Award Identification Number is SLFRP3212.

1.10 The Federal Award Dates are June 7, 2021 and October 2022.

1.11 The Assistance Listing Number and Title is 21.027.

1.12 This Agreement does not provide Subaward Agreement 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 Subrecipient 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 “Attachment A” means the Subrecipient’s Scope of Services, Project Budget, Compensation Schedule, and ARPA Quarterly Reporting requirements and is incorporated into this Agreement by reference.

2.3 “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 of this Subaward to [NAME]. The City does not include the Subrecipient.

2.4 “Compensation Schedule” means the plan, means, and methods by which the City will disburse the Subrecipient Subaward Funds to the Subrecipient in accordance with Section 3 and Attachment A of this Agreement.

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

2.6 “Days” means calendar days.

2.7 “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.

2.8 “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, as amended from time to time, hereby incorporated by reference.

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

2.10 “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.

2.11 “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 Subaward Agreement Funds and to be performed during the Subaward Agreement Period.

2.12 “Subaward Agreement Period” means [DATE RANGE]. Unless specifically authorized otherwise in this Agreement, all expenditures under this Agreement must be for costs or expenses incurred by Subrecipient after March 3, 2021. It is understood by the Parties that the City must obligate all ARPA funds by December 31, 2024 and the City must expend all ARPA funds by December 31, 2026.

2.13 “Subaward Agreement Program” means the process and method utilized by the City to award, administer, and oversee the distribution and use of ARPA Funds to the Subrecipient. The applicable Request for Proposal is RFP [NUMBER AND NAME]

2.14 “Subaward Agreement Terms” means the FR, the FAQ, the Reporting Requirements, the Single Audit Act (31 U.S.C. Sections 7501-7507), and by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200) (the “Uniform Guidance”).

2.15 “Subaward Funds” (“Funds” or “Subaward Funds” or “Fiscal Recovery Funds”) means federal ARPA funds received by Subrecipient 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.

2.16 “Subrecipient Subcontract Agreement,” “Subcontract Agreements(s),” “Subrecipient Subcontractor(s),” and “Subcontractor(s)” mean an individual or entity (or individuals or entities) that has/have entered into an agreement with Subrecipient to perform services or provide goods using or paid for by Subaward Agreement 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.

2.17 “Subrecipient” means, pursuant to 200 CFR 200, the individual or entity receiving the funds identified in this Agreement. The term “Subrecipient” shall include Subrecipient’s agents, officers, employees, and partners. Although labeled “Subrecipient” for purposes of this Agreement, pursuant to applicable federal law, including but not limited to ARPA, Subrecipient is receiving a portion of the Federal Award from the Recipient, and is subject to the monitoring, management, and other requirements set forth in 2 CFR 200.331-333.

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

SECTION 3

SUBAWARD AGREEMENT FUNDS

3.1 The Funds to be made available to Subrecipient pursuant to this Agreement shall be [WRITTEN AMOUNT ($NUMBER)], from City fund [FUND NUMBER], through Purchase Order [PO NUMBER], which Funds shall be used by the City to compensate Subrecipient for the services to be provided to the City in accordance with Subrecipient’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. Subrecipient shall perform the services described in the Scope of Services, in a satisfactory manner, as reasonably determined by the City. Subrecipient shall make such revisions or modifications to its work, at its own cost and expense, as may be required by the City; provided, however, Subrecipient 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. As more specifically detailed in the Scope of Services, the Funds will be used for the Subrecipient to [PROVIDE SYNOPSIS OF WORK/ SERVICES TO BE PERFORMED]

3.2 All drawings, plans, reports, and documents prepared by Subrecipient under this Agreement (the “Work Product”) shall be submitted to the City for review and approval. The City shall review and respond to Work Product submitted by Subrecipient within thirty (30) calendar days. In the event the City disapproves of any of the submitted Work Product, or any portion thereof, or requires additional Work Product to properly review the submission, Subrecipient shall revise such disapproved Work Product at its own cost and expense and submit the revised Work Product for review and approval. The City shall be the sole owner of the Work Product. Notwithstanding any provision to the contrary herein, the Subrecipient shall retain ownership of standard drawings, designs, specifications, and other details previously used by the Subrecipient on other projects (“Subrecipient’s Standards”) that are incorporated into the Work Product prepared by the Subrecipient in accordance with this Agreement. The Subrecipient grants the City a nonexclusive license to use the Subrecipient’s Standards for the purposes of this Agreement. Any modification of the Work Product for this Project, or reuse of the Work Product on another project, shall be at the user’s sole risk and without liability to the Subrecipient.

3.3 In performing the services required under this Agreement, Subrecipient 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. Subrecipient 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, Subrecipient 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 Subrecipient 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 Subrecipient under this Agreement shall be made by the City on approval of payment requisitions certified by a principal of the Subrecipient and submitted in accordance with the schedule set forth in Attachment A, “Compensation Schedule from Subaward Agreement Funds.” The Subrecipient 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 Subrecipient based upon the schedule set forth in Attachment A. The City may, prior to making any payment under this Agreement, require Subrecipient to submit to it such additional information with respect to the work or services performed as the City deems necessary. Independent of Subrecipient’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 Subaward Agreement for employment is intended or implemented by this Agreement and no fringe benefits will be paid to Subrecipient hereunder. Subrecipient's relationship to the City is that of an independent contractor.

3.7 It is hereby agreed, stipulated, and understood between the City and Subrecipient that in the event that all of the Subaward Agreement Funds shall not have been paid to Subrecipient for Scope of Services performed during the Subaward Agreement Period, then the City acting in its sole and absolute discretion may cancel this Agreement and use the remaining Subaward Agreement 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 Subrecipient may only expend Subaward Funds during the Subaward Agreement Period. Within five (5) Days of the end of the Subaward Agreement Period, Subrecipient shall return to the City all Subaward Funds that are unexpended within the Subaward Agreement Period. Subaward Funds obligated but not used, spent, or distributed by Subrecipient within five (5) Days of the end of the Subaward Agreement Period will be deemed as unexpended.

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

a. in compliance with the City’s Subaward Agreement Program; and

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

c. during the Subaward Agreement Term.

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

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

3.11 Subrecipient is solely responsible for complying with this Agreement, including, but not limited to the use of Subaward Agreement Funds in accordance with Section 3.3. Subrecipient understands and acknowledges that without prior written consent of the City, any use of Subaward Agreement 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 Subrecipient will repay to the City any Subaward Agreement Funds expended in violation of this Agreement. Subrecipient 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 Subrecipient’s violation of this Agreement.

3.13 Subrecipient must comply with the monitoring, record keeping, and reporting sections of this Agreement.

3.14 With the prior written consent of the City, Subrecipient may use Subcontract Agreements to fulfill its obligations under this Agreement, but Subrecipient shall ensure that the Subaward Agreement Period, Subaward Agreement Terms, and Scope of Services are included in the award documents and agreements for all Subcontract Agreements and Subcontract Agreements receiving Subaward Agreement Funds at all tiers, as required by this Agreement and applicable federal law, in substantially the same form as set forth in this Agreement. Subrecipient agrees that the Subrecipient 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 Subrecipient understands the Treasury requires the City and Subrecipient, to provide information on expenditures, performance indicators, and objectives for each award. Subrecipient will cooperate with the City to collect and provide such performance indicators and objectives as required now and by any future update of the Subaward Agreement Terms.

3.16 Subrecipient understands, acknowledges, and agrees that the Subrecipient 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 (Subaward Agreement Funds and any and all other federal awards) during Subrecipient’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. Subrecipient (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 Subrecipient understands, acknowledges, and agrees that the Subaward Agreement Funds provided in this Subaward Agreement by the City are the sole source of funding under this Subaward 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 Subaward Agreement Funds by the City. The City may terminate this Agreement, in whole or in part, immediately upon written notice to the Subrecipient if Subaward Agreement Funds do not receive sufficient funding or appropriations, and the Subrecipient shall have no recourse to obtain Subaward Agreement 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, Subrecipient 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 Subrecipient, including Subrecipient’s employees and agents and any of the Subrecipient’s Subcontract Agreement, directly or indirectly arising out of, or in any way in connection with, the obligations of Subrecipient pursuant to this Agreement.

4.2 In addition to the provisions of Section 4.1 of this Agreement, to the extent the City requires Subrecipient to have insurance in accordance with Section 28 of this Agreement, the Subrecipient agrees that the City shall be named as Certificate Holder of all policies of insurance, and, except for Worker’s Compensation and Professional Liability, an additional insured under such policies.

4.3 The Subrecipient 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 Subrecipient 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 Subrecipient 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.

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

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

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

6.7 Subrecipient 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, Subaward Agreement Funds.

SECTION 7

ASSIGNMENTS AND MODIFICATIONS

7.1 This Agreement may not be assigned by Subrecipient (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 Subrecipient 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 Subrecipient first submitting a written request for modification (“Modification”) to the City, and the City Subaward Agreement the Modification in writing in the exercise of the City’s whole and absolute discretion. Any Modification undertaken by Subrecipient in derogation of the requirements of this Section 7 shall be automatically null and void and of no effect.

SECTION 8

MONITORING

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”) Subrecipient's use of the Subaward Agreement Funds under this Agreement, or to monitor any of Subrecipient’s Subcontract Agreement. Monitoring of Subrecipient 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, Subrecipient'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. Subrecipient 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. Subrecipient 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 Subaward Agreement Period.

8.2 If it is discovered that Subrecipient or any Subrecipient Subcontractor is not in compliance with Subrecipient’s obligations under this Agreement (whether or not the City has declared Subrecipient to be in default under Sections 13 and 15 of this Agreement), Subrecipient 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 Subaward Agreements and Subaward Agreements.

SECTION 9

RECORD KEEPING

9.1 Subrecipient and all Subrecipient Subcontractors shall keep and maintain detailed records of all expenditures of Subrecipient or Subrecipient’s Subcontract Agreement(s). Examples of such records include, but are not limited to, invoices, Subaward Agreements, vouchers, payroll, financial and bank records. Subrecipient agrees to employ standard business accounting practices and to otherwise maintain records sufficient to demonstrate that the Subaward Agreement 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. Subrecipient 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 Subrecipient involving transactions relating to any Subrecipient Subcontract, in any way. Subrecipient 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 Subrecipient 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 Subrecipient 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, Subrecipient’s record keeping practices and/or reporting to the City are not conducted in a timely and satisfactory manner, Subrecipient shall be liable for the return of all of the Subaward Agreement Funds to the City, upon demand by the City.

9.5 Subrecipient 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 Subrecipient’s record keeping obligations found in this Section 9, Subrecipient shall require that all Subrecipient Subcontractors document and track uses of the Subaward Agreement Funds, or determinations of eligibility for the Subaward Agreement Funds, and provide all such documentation to Subrecipient.

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

9.8 Subrecipient 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 Subaward Agreement Funds.

9.9 All of the reports, information, data, etc., prepared or assembled by the Subrecipient or its Subcontract Agreement under this Agreement are confidential, and the Subrecipient 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 Subrecipient shall timely provide to the City Quarterly Reports as more fully described in Attachments A, B, and C. Additionally, Subrecipient 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 Subaward Agreement Funds.

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

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

SECTION 11

EQUAL OPPORTUNITY

DUTY NOT TO DISCRIMINATE

11.1 In performance of its obligations under this Agreement, Subrecipient 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. Subrecipient shall include provisions similar to this Section 11 in its agreements with Subcontract Agreement.

11.2 Subrecipient 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 Subaward 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, Subrecipient 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 Agreements to take the affirmative steps listed in this Section 11.

11.5 Subrecipient 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 Subrecipient 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, Subrecipient 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 Subrecipient 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 Subrecipient Protection from Reprisal for Disclosure of Certain Information” (protections for whistleblowers), which prohibits Subrecipient 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 Subaward Agreement or Subaward Agreement, a gross waste of federal funds, an abuse of authority relating to a federal Subaward Agreement or Subaward Agreement, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal Subaward Agreement (including the competition for or negotiation of a Subaward Agreement) or Subaward 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 Subaward 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) Subrecipient 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 Subrecipient is unable to certify to any portion of this statement, Subrecipient 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 Subrecipient 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, Subrecipient is required to verify that none of Subrecipient’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) Subrecipient 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 Subaward Agreement Funds, Subrecipient 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. Subrecipient 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 Subaward Agreement type, Subrecipient selection or rejection, and the basis for the Subaward Agreement price. Subrecipient 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 Subaward Agreement and Financial Transactions,” commonly known as the “Byrd Anti-Lobbying Amendment.” Subrecipient 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 Subaward Agreement, Subaward Agreement, or any other award covered by 31 U.S.C. § 1352. Subrecipient shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from Subrecipient to the recipient who in turn will forward the certification(s) to the awarding agency.

h. “Subaward 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, Subrecipient and all Subrecipient’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 Subaward Agreements for transportation or transmission of intelligence. Subrecipient shall include a requirement that all Subcontract Agreements comply with this Section 12(h).

i. 42 U.S.C. § 7401, et seq. Subrecipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended. Subrecipient 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. Subrecipient agrees to include these requirements in each Subcontract Agreement or Subcontract Agreement exceeding $150,000 financed in whole or in part with the Subaward Agreement Funds. Subrecipient shall include a requirement that all Subrecipient Subcontractors comply with this Section 12(i).

j. 33 U.S.C. 1251 et seq. Subrecipient agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended. Subrecipient 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. Subrecipient 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. Subrecipient shall not procure or obtain, or enter, extend, or renew a Subaward 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.

l. Federal Funding Accountability and Transparency Act (“FFATA”). Subrecipient, 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 Subrecipient 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 Subrecipient’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. Subrecipient 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 Subrecipient has ten (10) or more full-time employees, by signing this Agreement, Subrecipient 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 Agreement.

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

SECTION 13

DEFAULT

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

SECTION 14

FALSE STATEMENTS

Subrecipient 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 Subaward 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 Subrecipient. Subrecipient agrees that the Written Notice of Violations, Default, and Termination for Cause may be delivered to the Subrecipient electronically. Subrecipient will be given five (5) Days after the date listed upon the Written Notification of Violations, Default, and Termination for Cause 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 for Cause.

15.4 If, after termination of this Agreement for Cause, it is determined that Subrecipient 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.

15.5 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 Subrecipient (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 Subrecipient 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 Agreement.

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 Subrecipient under this Section 15.6, the Subrecipient shall provide to the City a written report and accounting of all Subaward Agreement 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 Subaward Agreement Funds expended by Subcontract Agreements, and return any remaining balance of Subaward Agreement 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 Subrecipient.