_Draft_Subgrantee_Agreement_Youth_Violence_Prevention_Contract.pdf

AGREEMENT WILL BE SUBSTANTIALLY IN THIS FORM ALTHOUGH IT IS

SUBJECT TO MODIFICATION BY THE CITY ATTORNEY

SUB-GRANTEE SERVICES AGREEMENT

between

THE CITY OF BRIDGEPORT

AND

SUCCESSFULVENDOR

THIS AGREEMENT is made and entered into this ___________ day of October, 2022, between the City of Bridgeport (“City”) a municipal corporation with a principal place of business at 45 Lyon Terrace, Bridgeport, Connecticut 06604, and

SUCCESSFULVENDOR a __________________n with a business address at 1067

_______________ (“VENDORSUMM” or “Contractor”).

WHEREAS, the City, through its Police Department (“Department”) administers a grant from the ___________________ (“GRANTSUM”) to sponsor youth violence prevention activities (“Grant”); and

WHEREAS, on _______________the City Council for the City of Bridgeport adopted resolution #_________ approving the City’s grant application, its acceptance of grant funds and authorizing the execution of contracts necessary to administer the program; and

WHEREAS, the City, through its Department, has the authority under said Grant to subcontract those activities and duties to third parties; and

WHEREAS, one such program to be conduct through the Grant is VENDORSUMM’s

_________________ Program (“VENDORSUMPROGRAM” or “Program”) which violence prevention program includes activities directed toward youth at risk for gang violence, youth who display signs of problematic behavior and/or youth who have been exposed to trauma and which Program is set forth in detail in the Statement of Work attached hereto as Exhibit A; and

WHEREAS, the Department wishes to engage VENDORSUMM to manage and execute said Program; and

WHEREAS, VENDORSUMM is desirous of providing such services which comprise the Program to the City’s youth through the schools and/or neighborhoods; and

WHEREAS, Department administers the Grant to sponsor said Program and has the authority under the Grant to subcontract these duties to third parties; and

WHEREAS, both Department and VENDORSUMM are desirous of accomplishing the goals of the Program in the most appropriate manner possible.

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NOW THEREFORE, THE PARTIES AGREE AND COVENANT AS

FOLLOWS:

1. General Undertaking. The parties are entering into this Agreement for the purpose of engaging VENDORSUMM to manage and execute the Program, such duties being more detailed and delineated in the statement of work attached hereto and made a part hereof as Exhibit A, and such other tasks as the City may direct VENDORSUMM to perform within the general scope of activities for which VENDORSUMM is being engaged. (“the Services” or “the Project”). These Services are being funded in part by the GRANTSUM State of

Connecticut Judicial Branch Grant. In performing all of the Services required hereunder, VENDORSUMM expressly agrees to comply with all the terms and conditions set forth in the

Grant attached hereto and made part hereof as Exhibit B. The City shall make available appropriate locations at which such Services may be conducted.

2. Term of Engagement. This Agreement shall cover Services performed from

_________________, 2026 through and including _________, the termination date, or until the earlier termination of this Agreement as provided herein, whichever occurs first (the

“Term”). Termination shall have no effect on the City’s obligation to pay for Services rendered through such earlier termination for work that has been completed in accordance with the terms of this Agreement and which has been accepted in due course by the City.

3. Record of Activities. The Contractor shall maintain contemporaneous records of time devoted and tasks performed in sufficient detail as may be requested by the City, which records shall be submitted to the City as may be directed during the Term. Unless otherwise stated, all work schedules and assigned team members as set forth herein shall be considered a material part of this Agreement.

4. Payment.

(a) Source of Funds. The Contractor’s Services under this Agreement will be funded from the Grant and in accordance with the approved Grant Budget attached hereto as Exhibit C. Such funding shall be paid to the City to compensate the

Contractor for the Services performed in accordance with this Agreement; Contractor understands and agrees that the payments made under this Agreement are subject to the availability of funds which are contingent upon appropriations made by the funder.

Notwithstanding the foregoing the parties may agree in the future to continue the

Services in accordance with the terms of the City’s purchasing ordinance, funding requirements and/or funding availability. The parties agree that the Contractor will provide its Services on a not to exceed basis of ______________________ Dollars

($____________.00) payable in monthly intervals in the amount of

__________________0 Dollars ($_________.00) during the Term (“Contractor Fee”).

(b) Payment. Contractor shall bill the city by itemized invoice monthly. The City shall pay for each accepted invoice within 45 days of receipt of a complete invoice.

Contractor shall send such invoices to the attention of: Roderick Porter or current Chief of Police, City of Bridgeport police Department, 300 Congress Street, Bridgeport, CT

06604.

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(c) Sole Remuneration. Contractor’s sole remuneration for performing its Services shall be the payment it receives in accordance with the terms of this Agreement.

(d) No Withholdings. The Contractor is an independent contractor hereunder.

Compensation paid pursuant to this Agreement shall not be subject to any withholding of income taxes or other governmental obligations. Contractor shall be solely responsible for the reporting and paying of any such taxes and shall indemnify and hold harmless the City from and against all liability for the withholding and payment of all deferral and state income, or other applicable taxes.

5. Acceptability of Information and Reports Supplied by Contractor. Any and all information and reports, whether supplied orally or in writing by the Contractor shall be based upon consistent and reliable data-gathering methods and may be relied upon by the City.

Contractor shall collect data and prepare/maintain all necessary records in accordance with the

City of Bridgeport’s Youth Violence Prevention Initiative polices and procedures, and in accordance with the requirements of the Connecticut Freedom of Information Act. All

Program Records shall at all times remain the property of the City. All records of the

Contractor relating to the performance of the Services under this Agreement shall be maintained for a period three (3) years after the City has completed its Single Audit Act with regard to this Program and shall remain available for inspection by the City, Judicial Branch or any agent thereof. Any authorized representative of the City of the Judicial Branch shall have the right to enter into the Contractor’s premises, or such other places where duties under this

Agreement are being performed, to inspect, monitor or otherwise evaluate the work being performed.

6. Proprietary Rights. It is not anticipated that the Contractor will develop or deliver to the City anything other than Services and the reports set forth herein. Nevertheless, the City shall own all right, title and interest in such Contractor’s work under this Agreement to the extent such work provides analyses, findings, or recommendation uniquely related to the

Services to be rendered. The Contractor expressly acknowledges and agrees that its work constitutes “work made for hire” under Federal copyright laws (17 U.S.C. Sec. 101) and is owned exclusively the City and, alternatively, the Contractor hereby irrevocably assigns to the

City all right, title and interest in and irrevocably waives all other rights (including moral rights) it might have in any documentation required by the City to vest exclusive ownership of such work in the City or its designee. The contractor retains full ownership of any underlying techniques, methods, processes, skills or know-how used in developing its Services under this

Agreement and is free to use such knowledge in future projects.

The Contractor warrants that it will obtain any necessary authorization(s) for use of any copyrighted material that it distributes under this Agreement. Contractor acknowledges and agrees that the Project is being funded by the Grant.

7. Confidential Information.

(a) Acknowledgement of Confidentiality. Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other

I:\ATTORNEYS\JTM\03 CENTRAL GRANTS\Subgrantee Agreement Youth Violence Prevention Bid Contract 04132026.doc party or relating to its affairs, including material expressly designated or marked as confidential (Confidential Information). Confidential Information does not include

(i) information in the public domain through no wrongful act of the party; (ii) information received by a party from a third party who was free to disclose it; (iii) information required to be disclosed under the Connecticut Freedom of Information

Act.

(b) Covenant Not to Disclose. Each party hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose the other party’s

Confidential Information to any person or entity, except to its own employees who have a “need to know” to such other recipients as the other party may approve in writing in advance of disclosure, or as otherwise required by court order, statute or regulation. Each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own

Confidential Information, but in no event shall a party use less than reasonable care and due diligence. Neither party shall alter or remove from any software, documentation or other Confidential Information of the other party (or any third party) any proprietary, copyright, trademark or trade secret legend.

8. Noncircumvention. Intentionally Omitted.

9. Injunctive Relief. The parties acknowledge that violation by one party of the provisions of this Agreement relating to violation of the other party’s Proprietary Rights or

Confidential Information rights would cause irreparable harm to the other party which are not adequately compensable by monetary damages. In addition to other relief, it is agreed that preliminary and permanent injunctive relief may be sought without the necessity of the moving party posting bond to prevent any actual or threatened violation of such provisions.

10. Representations and Warranties. The Contractor represents and warrants, as of the date hereof and throughout the Term of this Agreement, as follows:

a. The Contractor represents that it has the requisite experience to undertake and complete the Services pursuant to the requirements of this Agreement and has in its employ or will hire qualified and trained personnel to perform the Services required. Any licensing requirements shall stay current throughout the Term of this

Agreement.

b. The Contractor represents that it will commence the Services promptly upon commencement of the Term and will complete the Services in a timely manner on a schedule to be approved by the City.

c. The Contractor represents that it is financially stable and has adequate resources and personnel to commence and compete the Services required in a timely fashion.

d. The Contractor’s performance of the Services described herein, and its presentation of the Services on behalf of the City, will not result in a conflict of interest, will not

I:\ATTORNEYS\JTM\03 CENTRAL GRANTS\Subgrantee Agreement Youth Violence Prevention Bid Contract 04132026.doc violate any treaties, laws, codes, rules, regulations or contractual obligations with third parties, and is an enforceable obligation of the Contractor.

e. The Contractor will not subcontract any of the work to third parties without prior written notice the City and receipt of the City’s prior written consent.

f. The Contractor represents that neither it, nor any of its officers, directors, owners, employees or permitted subcontractors have committed a criminal violation or are under indictment of a federal or state law arising directly or indirectly from the business operations or reflects on its business integrity or honesty that resulted or may result in the improvision of a monetary fine, injunction, criminal convictions or other penal sanction, and further represents that the Contractor, its officers, directors, owners, employees, agents and subcontractors shall comply with the requirements of all laws, rules and regulations applicable to the conduct of its business or the performance of the Services under this Agreement.

g. The Contractor represents that it will perform the Services with that degree of skill and care customarily accepted as good professional practices and procedures by members of the same profession currently practicing under similar conditions in the same locality (“Standard of Care”).

h. The Contractor represents that it possesses all licenses, permits, certification and/or accreditations that may be required to perform the Services required by this

Agreement and will maintain current licenses during the Term of this Agreement.

i. The Contractor represents and warrants that the performance of the Services will not infringe upon or misappropriate any Unites States copyright, trademark, patent, or the trade secrets or other proprietary material of any third persons. Upon being notified of such a claim, the Contractor shall (i) defend and through litigation or obtain through negotiation the right of the City to continue using the Services of the

Contractor; (ii) rework the Services to be rendered so as to make them non-infringing while preserving the original functionality, or (iii) replace the Services with the functional equivalent. If the City determines that none of the foregoing alternatives provide an adequate remedy, the City may terminate all or any part of the Agreement and, in addition to other relief, recover the amounts previously paid to the Contractor hereunder.

11. Remedies & Liabilities.

a. Remedies. In addition to other remedies expressly acknowledged hereunder and except as expressly limited herein, the City shall have the full benefit of all remedies generally available in law or equity to a purchaser of goods under the

Uniform Commercial Code.

b. Liabilities. The city shall NOT BE LIABLE TO THE CONTRACTOR FOR ANY

CLAIM ARISING OUT OF THIS AGREEMENT IN AN AMOUNT

EXCEEDING THE TOTAL CONTRACT PRICE FOR THE DELIVERABLE AT

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ISSUE. EXCEPT FOR VIOLATIONS BY THE CONTRACTOR OF SECTION 6

(“PROPRIETARY RIGHTS” OR SECTION 7 (“CONFIDENTIAL

INFORMATION”), NEITHER PARTY SHALL BE LIABLE HERUNDER FOR

ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES

(INCLUDING LOST SAVINGS OR PROFIT) SUSTAINED BY THE OTHER

PARTY OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY MATTER

ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS

AGREEMENT. THE PARTIES HEREBY EXPRESSLY ACKNOWLEDGE

THAT THE FOREGOING LIMITATION HAS BEEN NEGOTIATED BY THE

PARTIES AND REFLECTS A FAIR ALLOCATION OF RISK.

12. Notices & Claims. Notices required to be sent to either party hereunder and any claims noticed or presented to Contractor are required to be sent to the City and shall be effective on the date delivered in person, by hand or by overnight mail service or on the date received when sent by certified mail, return receipt requires, to the other party or such other address as a party may give notice of in a similar fashion. The address of the parties are as follows:

The City: Chief of Police

City of Bridgeport

300 Congress Street

Bridgeport, CT 06604

With copy to: Office of the City Attorney

Office of the City Attorney

999 Broad Street, 2nd Floor

Bridgeport, CT 06604

If to the Contractor, at the address first written above.

13. Termination for Default; Termination For Convenience.

a. This Agreement shall terminate upon expiration of the Term or upon the earlier termination by one of the parties in accordance with the terms hereof. In addition to other relief, either party may terminate this Agreement if the other party breaches any material provision hereof and fails after receipt of written notice of default to advise the other party in writing within five (5) business days of its intentions with respect to such default and in any event corrects or cures such default within ten (10) business days of the receipt of notice of default. If such default cannot be cured or corrected within such 10-day person and the defaulting party details in writing to the other the reasons why such default cannot be so corrected or cured, the other party shall give an additional thirty (30) day period to correct or cure such default and the defaulting party shall with best efforts and due diligence promptly commence and consistently pursue corrective or curative action reasonably acceptable to the aggrieved party to completion. Either party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, or if a receiver is

I:\ATTORNEYS\JTM\03 CENTRAL GRANTS\Subgrantee Agreement Youth Violence Prevention Bid Contract 04132026.doc appointed to or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. Termination shall have no effect on the parties’ respective rights or obligations under Section 7 (“Confidential

Information”), Section 9 (“Injunctive Relief”) or Section 10 (“Warranties”).

b. The Contractor may not terminate for convenience. The City may terminate for convenience immediately upon giving written notice of termination.

14. Resolution of Disputes and Choice of Law. The parties agree that all disputes between them arising under this Contract or involving its interpretation, if they cannot be first resolved by mutual agreement, are subject to the following dispute resolution procedure:

(a) Initiation of Dispute Resolution Process. In the vent that a dispute is not resolved after good faith effort to arrive at a mutual agreement, either party may send written notice to the other, in the manner specified for giving notice in this Agreement, that a dispute continues to exist. The party giving such notice shall also forward a copy to the Chief Administrative Officer

(“Director”), 999 Broad Street, 2nd Fl, Bridgeport, CT 06604. The notice shall set forth the nature of the dispute, the notifying party’s position statement, and copies of documents supporting its position regarding the dispute. Within seven (7) calendar days after the date such notice is given, the other party shall file its position statement and supporting documents to the Director. Within five (5) working days after receipt of such reply, the

Director shall review the matter, issue a written determination

(“Determination”) and mail a copy thereof to the parties. The Director may reach a Determination with or without a face-to-face meeting with the parties and with or without testimony of witnesses, in his/her sole and absolute discretion.

(b) Court proceedings. Either party may proceed to resolve a dispute, after exhausting subparagraph (a) above, in a Court of competent jurisdiction in

Fairfield County, Connecticut.

15. Independent Contractor Status. The Contractor and its approved subcontractors are independent contractors in relation to the City with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. The Contractor shall remain responsible for, and shall indemnify and hold harmless the City, from and against all liability for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker’s compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under ERISA, state law or otherwise) now existing or hereafter enacted and attributable to the Contractor, its subcontractors and the respective employees. THE CONTRACTOR REPRESENTS THAT IT

RETAINS WIDE DISCRETION IN THE TIME, MANNER AND DETAILS OF

PERFORMANCE, IS NOT UNDER THE CITY’S DIRECT SUPERVISION OR CONTROL,

HAS THE SKILLS AND TOOLS TO PERFORM THE WORK, HOLDS ITSELF OUT

GENERALLY AS AN INDEPENDENT CONTRACTOR AND HAS OTHER

SUBSTANTIAL SOURCES OF INCOME.

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16. Security, No Conflicts. Each party agrees to inform the other of any information made available to the other party that is classified or restricted data, agrees to comply with the security requirements imposed by any state or local government, or by the

United States government, and shall return all such material upon request. Each party warrants that its participation in this Agreement does not conflict with any contractual or other obligation of the party or create any conflict of interest prohibited by the U.S. Government or any other government and shall promptly notify the other party if any such conflict arises during the Term.

17. Indemnification; Insurance.

A. Indemnification. The Contractor shall indemnify, defend, and hold harmless the

City, its elected officials, officers, department heads, agents and employees from and against all claims, suits, liabilities, obligations, causes of action for damages arising out of or resulting from the negligence, misconduct, and/or delivery of the Services of and by the Contractor, including but not limited to direct damage to the City’s property and costs of every kind and description as well as from and against claims alleging bodily injury, personal injury, and property damages regardless of cause. The Contractor understands and agrees that any insurance required by this Contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, defend, keep and hold harmless the City. Contractor shall waive any and all subrogation rights as to the City.

B. Insurance Requirements. (1) As may be applicable, the following insurance coverage is required of the Contractor and it is understood that the Contractor will require the same coverage from every contractor or subcontractor in any tier according to the work being performed and shall ensure that the City is named as additional insured with notice of cancellation in the same manner as required for insurance coverages required of the Contractor, evidenced by endorsement. The Contractor shall procure, present to the City, and maintain in effect for the Term without interruption the insurance coverages identified below with insureds licensed to conduct business inf the State of

Connecticut and having a minimum Best’s A + 15 financial rating acceptable to the

City.

Professional Liability Insurance (claims made form) with minimum limits of

$1,000,000 or as otherwise required by the City.

Commercial General Liability Insurance (occurrence form) Insuring against claims or suits brought by members of the public alleging bodily injury, or personal injury or property damage and claimed to have arisen out of operations conducted under this Agreement. Coverage shall be broad enough to include premises and operations, contingent liability, contractual liability, completed operations (24) months, broad form property damage, care, custody and control with limitations of a minimum

$1,000,000 per person/$2,000,000 per occurrence and $300,000 property damage and

Umbrella Insurance with a minimum limit of $5,000,000.

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Cyber Risk Insurance. Not less than $2,000,000 per claim to be maintained for the duration of the Agreement and three years following termination

Business Automobile Insurance For vendors who will drive on City property, automobile insurance shall insure against claims or suit s brought by members of the public alleging bodily injury or personal injury or property damage and claimed to have arisen out of the use of owned, hired or non-owned vehicles in connection with business. Coverage will be broad enough to include contractual liability, with limitations of $1,000,000 combined primary and excess coverage for each occurrence/aggregate with a combined single limit for bodily injury, personal injury and property damage.

Workers’ Compensation insuring in accordance with statutory requirements in order to meet obligations towards employees in the event of injury or death sustained in the course of employment. Liability for employee sits shall not be less than

$500,000 per claim.

(c) General requirements. All policies shall include the following provisions evidenced by ACCORD certificate and endorsement;

Cancellation notice-the City shall be entitled to received from the insurance carriers not les than 30 days’ written notice of cancellation, non-renewal or reduction in coverage to be given to the City at: Office of the City Attorney, City of Bridgeport, 999 Broad Street, Bridgeport , CT 06604.

Certificates of Insurance-All policies will be evidenced by an original certificate of insurance and policy endorsement(s) delivered to the City and authorized and executed by the insurer as fully endorsed reflecting all coverage required, such certificate to be delivered to the City prior to any work or other activity commencing under this Agreement.

Additional Insured-the Contractor and its permitted subcontractors will arrange with their respective insurance agents or brokers to name the City, its elected officials, officers, department heads, employees and agents on all polices of primary and excess insurance coverages as additional insured parties and as loss payee with respect to any damage to property of the City, as its interest may appear.

The undersigned shall submit to the City upon commencement of this Agreement and periodically thereafter, but in no event less than once during each year of this

Agreement, evidence of the existence of such insurance coverages in the form or original Certificates of Insurance issued by regulatable insurance companies licensed to do business in the State of Connecticut and having minimum Best’s A +

15 financial ratings acceptable to the City. Such certificate shall designate the City in the following form and manner:

“The City of Bridgeport, its elected officials, officers, department heads, employees, agents, servants, successors and assigns ATIMA

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All insurance documents required should be mailed to the City of Bridgeport City Attorney, 999 Broad Street, Bridgeport, CT 06604 and uploaded to MyCOI, the City’s insurance verification provider, by the Vendor’s insurance agent. The Vendor will receive an email from

MyCOI (registration@mycoitracking.com) with a link for registration. Following registration

MyCOI will work directly with the Vendor’s insurance agent to ensure proper coverage. For questions regarding MyCOI contact MyCOI at support@myCOItracking. Com or 317-759-

9426 x 105. Note the certificate holder box on the COI should read:

City of Bridgeport c/o myCOI P.O. Box #501970, 8710 Bash Street

Indianapolis, IN 46256

NOTE: Vendor’s failure to promptly register with MyCOI may delay contract execution.

Waiver of requirements: The City Attorney may vary these insurance requirements at the

City Attorney’s sole discretion if City Attorney determines that the City's interests will be adequately protected by the provision of different types or other amounts of coverage.

18. Nondiscrimination. Contractor agrees and warrants that during the performance of this contract it will not discriminate or permit discrimination against any person or group of persons because of race, color, religion, sex, age or national origin in any manner prohibited by the laws of the United States or of the state of Connecticut, and further agrees to take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age or national origin. Such action shall include, but not be limited to, the following:

employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. In the event of Contractor's noncompliance with the nondiscrimination clause of the contract or with any relevant statutory provisions or applicable municipal code sections, the Agreement may be canceled, terminated or suspended, in whole or in part. Contractor will include the nondiscrimination language of this section in every subcontract or purchase order issued pursuant to this Agreement.

19. Communications & Media Release. All communications shall be made orally or in writing with the They City of Bridgeport’s Chief of Police or his/her designee. Any written report requested from the Contractor shall be sent in draft form for review prior to finalization. Contractor shall obtain prior approval from the City for all press releases, media advertisements, or any form of publicity or community awareness publication that alludes to this Agreement or the Services provided hereunder. The City’s approval hereunder must be obtained from the Police Department’s Public Safety or the City’s Public Safety

Spokesperson(s). The Contractor further agrees that any publication, press release, newsletter, issue analysis, request for proposal, bid solicitation or any other document describing projects or programs funded wholly or in part with the Grant shall contain the following statement:

“This project is supported with monies awarded by the Connecticut Judicial

Branch in accordance with Public Act 12-104. Points of view or opinions contained within this document are those of the author and do not necessarily mailto:registration@mycoitracking.com

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Connecticut Judicial Branch.”

20. Grant Requirements. The Contractor acknowledges and confirms that it has read and understands the Grant requirements set forth in Exhibit B attached hereto and made a part hereof and that it will be bound, as applicable, to its terms. Notwithstanding the foregoing, certain provisions are set forth herein:

a. Criminal Investigations. Subject to constitutional limitations, it is a requirement of this Agreement that the Contractor, its officers, directors, principal, agents, employees and representative, and any subcontractor officers directors, principals, agents, employees and representatives cooperate to the fullest extent possible with any and all investigations being conducted by federal, state, and/pr local law enforcement officials and/or the Judicial Branch.

b. Compliance with Federal Limited English Proficiency Requirements.

Under Title VI and its implementing regulations, all judicial Branch Grantees and subgrantees (herein the Contractor) are required to take reasonable steps to ensure meaningful access to their programs and activities by limited English proficient (“LEP”) clients. Contractor agrees to comply with Federal requirements under Title VI of the Civil Rights Act of 1964, as amended, 42

U.SC. Sect 2000d, et seq., title VI Regulations, and the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 U.S.C Sec. 3789d (the “Safe

Streets Act”) and the Victims of Crime Act 42 U.S.C. 10604€ prohibiting discrimination based on national origin to ensure access to those with limited

English proficiency, Contractor agrees that it will attend any LEP training session(s) required by the Judicial Branch.

21. Miscellaneous.

(a) Entire Agreement. This document and the identified exhibits, schedules and attachment made a part hereof or incorporated herein, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersede all other communication, whether written or oral.

(b) Modifications. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought.

(c) Prohibition Against Assignment. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred, assigned or subcontracted by the Contractor without the City’s prior written consent and any attempt to the contrary shall be void.

(d) Force Majeure. The parties hereto respectively agree that the other party shall not be in default of this Agreement if such party is unable to fulfill, or is delayed in fulfilling, any of its obligations hereunder in spite of its employment of commercially reasonable efforts and due diligence as a result of events beyond the reasonable control

I:\ATTORNEYS\JTM\03 CENTRAL GRANTS\Subgrantee Agreement Youth Violence Prevention Bid Contract 04132026.doc of such party caused by severe weather conditions, natural disaster, catastrophic events, labor unrest, severe shortages of key materials, or delays of contractors or subcontractors due to any such cases, casualties to persons or Property, war, governmental preemption in a national emergency, enactment of law, rule or regulation or change in existing laws, rules or regulations which prevent any party’s ability to perform its respective obligations under this Agreement, or actions taken by other persons beyond the exclusive control of the party claiming hindrance in or delay (any of the foregoing being refer to as “Force Majeure”). If a party believes that a hindrance or delay has occurred, it shall give prompt written notice to the other party of the nature of such hindrance or delay, its effect upon such party’s performance under the

Agreement the action needed to avoid the continuation of such hindrance or delay then has or may have the future on such party’s performance. Notwithstanding the receipt of notice of a claimed hindrance or delay by one party, such request shall not affect, impair or excuse the other party hereto from the performance of the non-requesting party’s obligations hereunder unless its performance is impossible, impractical or unduly burdensome or expensive, or cannot effectively be accomplished without the cooperation of the party claiming hindrance or delay.

(e) Partial Invalidity. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be deleted and the balance of the

Agreement shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.

(f) Partial Waiver. The waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions.

(g) Headings. Headings are for reference purposes only and have no substantive effect.

(h) Survival. All representations, warranties and indemnifications contained herein shall survive the performance of this agreement or its earlier termination.

(i) Precedence of Documents. In the event there is any conflict between this

Agreement or its interpretation any exhibit, schedule or attachment, this Agreement shall control and take precedence.

(j) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute on and the same instrument.

(k) No Third-Party Beneficiaries. None of the provisions of this Agreement is intended to be for the benefit of, or shall be enforceable by, any person other than the parties hereto and their permitted successors and assigns.

(l) Electronic Signatures. Each party agrees that this agreement and any other documents to be delivered in connection herewith may be electronically signed or signed and scanned, and that any electronic or scanned signatures appearing on this

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Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

IN WITNESS WHEREOF, the parties hereto execute this Contract on the dates signed below.

CITY OF BRIDGEPORT BRIDGEPORT POLICE DEPARTMENT

By: ___________________________ By: ___________________________

Lisa Farlow Roderick Porter

Purchasing Agent Chief of Police

Duly Authorized, Council Duly authorized

Date: _________________________ Date: _________________________

SUCCESSFULVENDOR

By: ___________________________

Its

Duly Authorized

Date: __________________________

As to form only

Office of the City Attorney

ATTACHMENT A

Statement of Work

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ATTACHMENT B

MOU #______________ (GRANT)

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ATTACHMENT C

Contractor Grant Budget