FINAL_Master_Agreement_with_Task_Order_for_SG_Task_Order.doc

CONTRACT TO BE EXECUTED WILL BE IN A FORM SUBSTANTIALLY SIMILAR TO THIS AND MODIFICATIONS, IF ANY, SHALL AT THE CITY’S SOLE DISCRETION

MASTER SUB-GRANTEE SERVICES AGREEMENT

THIS AGREEMENT between the parties effective as of the ___ day of ________, 2026 (the "Agreement") is hereby entered into between _____________ with an address of ____________________, Connecticut (the "Consultant" or “Sub-Grantee”) and the City of Bridgeport through its Department of Health and Social Services, with offices at 999 Broad Street, Bridgeport, Connecticut 06604 (the "City" or “Health Department”). The parties hereto shall collectively be referred to as the “Parties” or individually as a “Party.”

RECITALS

WHEREAS, the mission of the Bridgeport Health Department is to promote and protect the health of the people of Bridgeport through the provision of essential public health services, monitoring of programs, enforcement of laws and ordinances, and collection of health information. Its objectives are to provide a stable and trusted vehicle of communication, education, training and collaboration between all Health Department divisions and programs. The Health Department endeavors to provide administrative leadership, support, and oversight and to incorporate technology in order to provide a more efficient and effective department and to support and encourage community health care planning; and WHEREAS, the Health Department obtains funding from certain Grant(s) which will be more fully identified in a supplemental document that specifies the work to be performed (“Scope of Work”) and any other terms and conditions that are exclusive to a particular assignment (“Task Order”) The terms and conditions of any Grant are incorporated into this Agreement and into each Task Order by reference; and

WHEREAS, the City, through its Health Department, has the authority under each identified Grant to subcontract certain activities and duties to third parties; and

WHEREAS, the City issued Request for Proposals, approved a Qualified Purchase Request or performed an Informal Request for Proposals to which Consultant responded as is more fully set forth in the Task Order attached hereto and made a part hereof; and

WHEREAS, Consultant has the credentials, skillset and/or experience to provide certain services required under the Grant(s) and desires to provide such services to Bridgeport residents; and WHEREAS, both the Health Department and Consultant are desirous of entering into the association and accomplishing the outcomes of the Grant(s); and

NOW, THEREFORE, for good and valuable consideration, the parties mutually agree as follows:

1.

Recitals and General Undertaking.

(a) Recitals. The Parties acknowledge and agree that the recitals set forth at the beginning of this Agreement are an integral and substantive part of this Agreement and shall be deemed incorporated herein by reference. The recitals are included for the purpose of providing context and background for the Agreement, and both parties agree that the terms set forth in the recitals are binding and form part of the Agreement as if fully restated herein.

(b) General Undertaking. The parties are entering into this Agreement for the purpose of collaborating with the Consultant as a ________________. The Scope of Work for a particular task will be attached to the respective Task Order (the "Services" or “Project”). The Services when funded by a Grant, all terms and conditions of such Grant are incorporated herein by reference. In performing all Services required hereunder, Consultant expressly agrees to comply with all the terms and conditions set forth in the Grant agreement whether fully set forth herein or not. Consultant acknowledges that failure to comply with the grant terms and conditions will constitute a material breach of this Agreement.

2. Term of Engagement. This Master Agreement shall commence on the date this Agreement is fully executed, (“Commencement Date”) and shall continue in full force and effect for up to a Five (5) years ("Term") unless earlier terminated under the terms of this Agreement. 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. The Task Order shall more specifically identify the term for performance within this Five (5) Year Term pursuant to one or more Grants.

3.

Structure of the Agreement. The Services required by this Agreement will be assigned by Task Order to the Consultant. The Consultant may be awarded more than one Task Order concurrently and may perform Services pursuant to one or more Grants concurrently. The content, schedule, term and Compensation for each Task Order shall be negotiated prior to commencing Services under such Task Order and shall be fully identified in each Task Order and annexed to this Agreement as an Exhibit.

4.

Assignment of Tasks. The City shall identify and inform the Consultant of Tasks that it wishes the Consultant to perform, each such Task to be set forth in a written Task Order upon mutual agreement of the terms and conditions thereof between the City and the Consultant. Each Task Order shall be incorporated by reference into this Agreement and shall become a part hereof as if fully set forth herein. Each Task Order shall be commenced by the Consultant within five (5) business days of receipt of a written notice to proceed or on the date specified therein (each, a “Notice to Proceed”).

5.

Task Order Format. A format for a Task Order is attached as Exhibit A. Its inclusion as part of this Agreement illustrates the general framework to be used in authorizing each and every Task Order requiring the Consultant’s Services for the duration of this Agreement.

6.

Authority to Request Additional Tasks or Services. It is understood and agreed by the parties that, upon the Approval of this Agreement, only the City shall have the authority to add Tasks or Services to this Agreement.

7. Record of Activities. The Consultant shall maintain contemporaneous daily time records of hours and tasks performed in sufficient detail requested by the City, which records shall be submitted to the City bi-weekly during the Term, or unless otherwise directed by the City. Unless otherwise stated, all work schedules shall be considered a material part of this Agreement.

8. Payment.

(a) Source of Funds and Consultant Fee. The Consultant's activities under this Agreement and associated Task Order will be funded from the Grant; as such, Consultant 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. Such funding shall be paid to the City to compensate the Consultant for the Services performed in accordance with this Agreement; provided, however, that the parties may agree in the future to continue the services of the Consultant in accordance with the terms of the City's purchasing ordinance, additional Grant(s) and/or alternate funding availability. The parties understand that the Consultant will provide its Services as identified in each Task Order issued in conformance with this Agreement for the total sum identified in each Task Order (“Consultant Fee”).

(b) Payment. Consultant shall bill the City by itemized invoice bi-weekly for the previous bi-weekly charges with sufficient specificity and detail as the City may direct. The City shall pay for each accepted invoice within 45 days of receipt of a complete invoice. Consultant shall send such invoices to the attention of: Tammy Papa, Department of Health and Social Services, 999 Broad Street, Bridgeport, Connecticut 06604.

9. Acceptability of Information and Reports Supplied by the Consultant. Any and all information and reports, whether supplied orally or in writing by the Consultant, shall be based upon consistent and reliable data-gathering methods and may be relied upon by the City. The City acknowledges that all such information and reports were prepared for the Project at hand and are neither represented nor warranted to be appropriate for reuse on any other project or under different circumstances and that any such reuse shall be at the sole risk of the City and without liability to the Consultant.

10. Proprietary Rights. It is not anticipated that the Consultant will develop or deliver to the City anything other than Services and certain written reports or recommendations. Nevertheless, the City shall own all right, title and interest in such the Consultant's work under this Agreement to the extent such work provides analyses, findings, or recommendations uniquely related to the Services to be rendered. The Consultant 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 by the City and, alternatively, the Consultant 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 its work under this Agreement. The Consultant shall, at any time upon request, execute any documentation required by the City to vest exclusive ownership of such work in the City (or its designee). The Consultant 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 Consultant warrants that it will obtain any necessary authorization(s) for use of any copyrighted material that it distributes under this Agreement.

11. Confidential Information.

(a) Acknowledgment of Confidentiality. Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including materials expressly designated or marked as confidential (“Confidential Information”). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, (iii) information received by a party from a third party who was free to disclose it or (iv) information required to be disclosed under the Connecticut Freedom of Information Act. In addition, in the event Consultant is exposed to patient records in the performance of Consultant’s obligations hereunder, Consultant shall protect the confidentiality of all patient records in accordance with the standard of all applicable local, state and federal laws and regulations relating to patient records, specifically including the privacy requirements of the Administrative Simplification subtitle of the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the regulations promulgated thereunder, and state requirements.

(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.

12. Noncircumvention. [INTENTIONALLY OMITTED]

13. 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 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.

14. Representations and Warranties.

The Consultant represents and warrants, as of the date hereof and throughout the Term of this Agreement, as follows:

(a) The Consultant 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.

(b) The Consultant represents that it can commence the Services promptly within five (5) days of the receipt of a notice to proceed and will complete the Services in a timely manner on a schedule to be approved by the City.

(c) The Consultant represents that it is financially stable and has adequate resources and personnel to commence and complete the Services required in a timely fashion.

(d) The Consultant’s performance of the Services described herein, and its representation of the City, will not result in a conflict of interest, will not violate any laws or contractual obligations with third parties, and is an enforceable obligation of the Consultant.

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

(f) The Consultant represents that neither it, nor any of its officers, directors, owners, employees or permitted subcontractors, have committed a criminal violation of or are under indictment of a federal or state law arising directly or indirectly from its business operations or reflects on its business integrity or honesty that resulted or may result in the imposition of a monetary fine, injunction, criminal conviction or other penal sanction, and further represents that the Consultant, 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 Consultant represents that it will perform the Services in a good and workmanlike manner and will diligently pursue the completion of same in accordance with the terms of this Agreement.

(h) The Consultant represents that it possesses all licenses, permits, certifications and/or accreditations that may be required to perform the Services required by this Agreement and will maintain same as current during the Term of this Agreement.

(i) The Consultant represents and warrants that the performance of the Services will not infringe upon or misappropriate any United States copyright, trademark, patent, or the trade secrets or other proprietary material of any third persons. Upon being notified of such a claim, the Consultant shall (i) defend through litigation or obtain through negotiation the right of the City to continue using the Services of the Consultant; (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 this Agreement and, in addition to other relief, recover the amounts previously paid to the Consultant hereunder.

15. 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 to a purchaser of goods under the Uniform Commercial Code.

(b) Liabilities. THE CITY SHALL NOT BE LIABLE TO THE CONSULTANT FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT IN AN AMOUNT EXCEEDING THE TOTAL CONTRACT PRICE FOR THE DELIVERABLE AT ISSUE. EXCEPT FOR VIOLATIONS BY THE CONSULTANT OF SECTION 6 ("PROPRIETARY RIGHTS") OR SECTION 7 ("CONFIDENTIAL INFORMATION"), NEITHER PARTY SHALL BE LIABLE HEREUNDER 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.

16. Notices. Notices sent to either party 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 requested, to the other party or such other address as a party may give notice of in a similar fashion. The addresses of the parties are as follows:

If to the City:

Dr. Elizabeth Rivera-Rodriguez, Director

Department of Health and Social Services

Margaret E. Morton Government Center

999 Broad Street, Second Floor

Bridgeport, Connecticut 06604 with a copy to:

Office of the City Attorney

999 Broad Street, Second Floor

Bridgeport, Connecticut 06604

If to the Consultant:

At the address specified above.

17. Termination For Default; Termination For Convenience.

(a) Termination, generally. 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.

(b) Termination for Default. In addition to other relief, either party may terminate this Agreement if the other party breaches any material provision hereof and a cure is not a practical or reasonable resolution to the default. If a cure is practical and reasonable solution to a default, the non-defaulting party shall give written notice of default to require the other party to, in writing within five (5) business days, advise 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 for which a cure is still a practical and reasonable solution to the default nonetheless cannot be cured or corrected within such 10-day period and the defaulting party details in writing to the other the reasons why such default cannot be so corrected or cured and how it can be 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. If the Consultant is in default and a cure is not a practical or reasonable solution to the default, the City may terminate this Agreement immediately upon notice. Either party shall automatically be in non-curable default hereunder if it becomes insolvent, makes an assignment for the benefit of its creditors, or if a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days.

(c) Termination for Convenience. The Consultant may terminate for convenience on thirty (30) days written notice. The City may terminate for convenience immediately on giving written notice of termination and may terminate immediately on receipt of notice of grant termination or revocation from any funder.

18. Resolution of Disputes.

The parties agree that all disputes between them arising under this agreement or involving its interpretation, if they cannot be first resolved by mutual agreement, shall be resolved in a court of competent jurisdiction over the parties located in Fairfield County, Connecticut.

19. Independent Consultant Status. The Consultant 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 Consultant shall remain responsible, 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 Consultant, its subcontractors and their respective employees. THE CONSULTANT 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 CONSULTANT AND HAS OTHER SUBSTANTIAL SOURCES OF INCOME.

20. 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.

21. Indemnification; Insurance.

(a) Indemnification. The Consultant agrees to defend, indemnify and hold harmless the City and its Board of Education, their elected officials, officers, department heads, employees and agents from and against any and all claims, liabilities, obligations, causes of action for damages arising out of the negligence or misconduct of the Consultant, including direct damage to the City’s property, and costs of every kind and description arising from work or activities under this agreement and alleging bodily injury, personal injury, property damage regardless of cause, except that the Consultant shall not be responsible or obligated for claims arising out of the sole proximate cause of the City, its elected officials, officers, department heads, employees or agents.

(b) Insurance requirements: See Professional Services Insurance Rider attached hereto as Exhibit B and made a part hereof, all terms and conditions of which Rider are incorporated herein by reference.

22. Non-discrimination. The Consultant agrees not to discriminate, nor permit discrimination, against any person in its employment practices, in any of its contractual arrangements, in all services and accommodations it offers the public, and in any of its other business operations on the grounds of race, color, national origin, religion, sex, disability or veteran status, marital status, mental retardation or physical disability, unless it can be shown that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut, and further agrees to provide the Commissioner of Human Rights and Opportunities with information which may be requested from time to time by the Commission concerning the employment practices and procedures of both parties as they relate to the provisions of Section 4-114a of the Connecticut General Statutes and any amendments thereto. This agreement is subject to the provisions of the Governor’s Executive Orders No. 3 promulgated June 16, 1971, and as such, this Agreement may be canceled, terminated, or suspended by the State Labor Commission for violation of, or noncompliance with, Executive Order No. 3, or any State or Federal law concerning nondiscrimination, notwithstanding that the Labor Commissioner is not a party to this agreement. The parties to this agreement, as part of the consideration hereof, agree that Executive Order No. 3 is incorporated herein and made a part hereof. The parties agree to abide by Executive Order No. 3 and agree that the State Labor Commissioner shall have continuing jurisdiction in respect to performance in regard to nondiscrimination, until the agreement is completed or terminated prior to completion. The parties agree as part of the consideration hereof that this agreement is subject to the Guidelines and Rules issued by the State Labor Commissioner to implement Executive Order No. 3 and that they will not discriminate in employment practices or policies, will file reports as required, and will fully cooperate with the State of Connecticut and the State Labor Commissioner.

Further, this agreement is subject to the provisions of the Governor’s Executive Order No. 17 promulgated February 15, 1973, and as such, this Agreement may be canceled, terminated, or suspended by the State Labor Commission for violation of, or noncompliance with, Executive Order No. 17. The parties agree to abide by Executive Order No. 17 and agree that the Consultant and all subconsultants shall list all employment openings with the office of the Connecticut State Employment Service in the area where the work is to be performed or where the services are to be rendered.

23. Communications. All communications shall be made orally or in writing to the Director of Health for the City of Bridgeport or his/her respective designee. Any written report requested from the Consultant shall be sent in draft form for review prior to finalization. Consultant 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 the is Agreement or the Services provided hereunder.

24. Miscellaneous.

(a) Entire Agreement. This document and the identified exhibits, schedules, appendixes and attachments 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 communications, whether written or oral.

(b) Modifications. This Agreement may be modified or amended. Any such modification or amendment shall only be effective if evidenced by a writing and signed by both parties.

(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 Consultant without the City’s prior written consent and any attempt to the contrary shall be void.

(d) Excusable Delay. The parties hereto, respectively, shall not be in default of this Agreement if either is unable to fulfill, or is delayed in fulfilling, any of its respective obligations hereunder, or is prevented or delayed from fulfilling its obligations, in spite of its employment of best efforts and due diligence, as a result of extreme weather conditions, natural disasters, catastrophic events, casualties to persons or properties, 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 by other persons beyond the exclusive control of the party claiming hindrance or delay. 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 this agreement, the action needed to avoid the continuation of such hindrance or delay, and the adverse effects that such hindrance or delay then has or may have in the future on such party’s performance. Notwithstanding notification of a claim of hindrance or delay by one party, such request shall not affect, impair or excuse the other party hereto from the performance of its 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 delay or hindrance. The occurrence of such a hindrance or delay may constitute a change in the scope or timing of service, and may result in the need to adjust the contract price or contract time in accordance with the terms of this Agreement.

(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) Choice of Law. This Agreement shall be governed, interpreted and construed under the laws of the State of Connecticut.

(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 one 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) Property Access. The parties understand that it is the City’s obligation to obtain legal access to City property where the Consultant’s Services are to be performed. The Consultant shall not be held liable for any unlawful entry onto any City property where such entry has been ordered, requested or directed by the City in writing.

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

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the parties hereto have caused this agreement to be executed by their duly-authorized representatives.

CITY OF BRIDGEPORT

By: _______________________

Its

Date: ______________________

APPROVED AS TO FORM:

CONSULTANT

OFFICE OF THE CITY ATTORNEY

By:__________________________

Associate City Attorney Date: ______________________ Exhibit A

To Master Agreement

Task Order Format Task Order Format

This Task Order No. ___ is made as of this __ day of ______, under the terms and conditions established in the Master Sub-Grantee Agreement between the City, through its Department of Health and Social Services and the Consultant dated ____________, and shall constitute an amendment to such Agreement. This Task Order is issued for the following purpose, consistent with the Project defined in the Agreement:

1. Grant or other funding source(s):__________________________________________________

2. Procurement Method: (Ex. QP, Informal RFP, RFP, website posting; identify RFP Number, QP number and date of approval)

3. If applicable identify City Council Resolution #: _______________________ Section A—Scope of Services

A.

The Consultant shall perform the Services set forth in the related SOW attached hereto as Exhibit 1. The Services are being funded by the identified Grant, all terms and conditions of which are incorporated herein by reference. In performing all Services required hereunder, Consultant expressly agrees to comply with all the terms and conditions set forth in the Grant agreement. Consultant acknowledges that failure to comply with the grant terms and conditions will constitute a material breach of this Agreement.

Section B—Task Schedule

B.

The Consultant shall perform the Services according to the following Task Schedule: Commencement date of ______________ and the date of Termination/Completion shall be _________________ consistent with Grant requirements. Such term shall fall within the Five (5) Year Term of the Master Agreement.

Section C—Compensation

C.

Source of Funds and Consultant Fee. The Consultant's activities under this Agreement will be funded from the Grant; as such, Consultant 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. In the event of funding termination the City may terminate this Task Order immediately on notice to Consultant. Funding shall be paid to the City to compensate the Consultant for the Services performed in accordance with this Agreement; provided, however, that the parties may agree in the future to continue the services of the Consultant in accordance with the terms of the City's purchasing ordinance, funding requirements and/or alternate grant funding. The parties understand that the Consultant will provide its Services for the Term set forth herein and for the following fee: __________Dollars ($.00) per hour, for up to ____________ () hours per week for a total fee for the Term not to exceed ____________________________ Dollars and 00/100 ($.00), in year one and _________________________ Dollars and 00/100 ($.00) in each of years 2-4 for the permissible fee and charges identified in the Grant (“Consultant Fee”).

The parties agree to the following additional provisions with respect to this Task Order: _____________________________.

Except to the extent modified herein, all terms and conditions of the Master Sub-Grantee Agreement shall continue in full force and effect.

CITY OF BRIDGEPORT

By:_____________________

Name:

Title:

CONSULTANT

By:_____________________

Name:

Title:

EXHIBIT B

PROFESSIONAL SERVICES INSURANCE RIDER

As a provider of Professional Services, the Consultant shall provide and maintain insurance coverage related to its services in connection with the Project in compliance with the following requirements.

The insurance required shall be written for not less than the scope and limits of insurance specified hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement, whichever coverage requirement is greater. It is agreed and understood that the scope and limits of insurance specified hereunder are minimum requirements and shall in no way limit or preclude the City from requiring additional limits and coverage to be provided under the Consultant's policies.

The insurance obligations under this agreement shall be (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this agreement, whichever is greater.

Minimum Scope and Limits of Insurance:

Workers' Compensation: With respect to all operations the Consultant performs, it shall carry workers' compensation insurance in accordance with the requirements of the laws of the State of Connecticut, and Employer's Liability limits of One Hundred Thousand Dollars ($100,000) coverage for each accident, One Hundred Thousand Dollars ($100,000) coverage for each employee by disease, Five Hundred Thousand Dollars ($500,000) policy limit coverage for disease.

Commercial General Liability: With respect to all operations the Consultant performs it shall carry Commercial General Liability insurance providing for a total limit of One Million Dollars ($1,000,000) coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this Agreement. The Annual Aggregate limit shall not be less than Two Million Dollars ($2,000,000).

Automobile Liability: With respect to each owned, non-owned, or hired vehicles the Consultant shall carry Automobile Liability insurance providing One Million Dollars ($1,000,000) coverage per accident for bodily injury and property damage.

Professional Liability: The Consultant shall provide Professional Liability Insurance covering errors and omissions. Such insurance shall be in an amount no less than $1,000,000 each claim and $1,000,000 Aggregate. Such insurance coverage shall remain in place for seven years after City’s acceptance of Consultant’s work, and if Consultant’s insurance coverage is written on a “claims made” basis, such seven year requirement can be satisfied through a combination of an extended reporting period and tail coverage.

Acceptability of Insurers: The Consultant's policies shall be written by insurance companies licensed to do business in the State of Connecticut, with an AM Best rating of A-VII, or better. Additionally, all carriers are subject to approval by the City of Bridgeport.

Subcontractors: The Consultant shall require all subcontractors to provide the same "minimum scope and limits of insurance" as required herein. All Certificates of Insurance shall be provided to the City's Office of the City Attorney and to the City’s Purchasing Department required herein

Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City. All deductibles or self-insured retentions are the sole responsibility of the Consultant to pay and/or to indemnify.

Notice of Cancellation or Nonrenewal: Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in coverage or in limits before the expiration date except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Notwithstanding this requirement, the Consultant is primarily responsible for providing such written notice to the City thirty (30) days prior to any policy change or cancellation that would result in a change of the amount or type of coverage provided. In the event of any such change the Consultant shall provide comparable substitute coverage so that there is no lapse in applicable coverage or reduction in the amount of coverage available to the City related to the Consultant’s Services.

Waiver of Governmental Immunity: Unless requested otherwise by the City, the Consultant and its insurer shall waive governmental immunity as defense and shall not use the defense of governmental immunity in the adjustment of claims or in the defense of any suit brought against the City.

Certificate of Insurance: Prior to the commencement of services under this Contract, the Consultant shall furnish Certificate(s) of Insurance to the City. The Certificate(s) will specify all parties who are endorsed on the policy as Additional Insureds (or Loss Payees). The Certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. Renewals of expiring Certificates shall be provided prior to expiration but no more than fifteen (15) days after policy renewal.

Certificates shall designate the City in the following form and manner:

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

Margaret E. Morton Government Center

999 Broad Street, 2nd Floor

Bridgeport, Connecticut 06604”

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

Task Order #1 for

Master Sub-Grantee Services Agreement with ____________

EXHIBIT 1

To Task Order #1-for

Master Sub-Grantee Services Agreement with ______________ Statement of Work