Board of Selectmen Regular Meeting (linked)

FFY 2022 STATE HOMELAND SECURITY GRANT
PROGRAM Region 4 MEMORANDUM OF AGREEMENT
Data Sheet
Step 1- Fill out this datasheet form to auto populate MOA document in this PDF file.
Cc Cc (9;
Step 2- After populating the document, obtain the correct signatures as outlined by the
completion checktist on the following page. Digital and Jor scanned signatures can be
used, no hardcopy/original signatures are required.
Person Completing Docume Kim Allen (Director of Finance)
Municipality Name:/TOWN OF WATERFORD
Town CEO Name: [Robert J. Brule
Town CEO Title (ie. Mayor):|First Selectman
*Muncipality Name - Municipalities can enter the name as either the long or short name, for’
example: enter name as either “New Haven” or "City of New Haven"
Point of Contact Information: rata
POC Name & Title: | Steve Sinagra, Emergency Services Din
Address: |15 Rope Ferry Road
Email: | ssinagra@waterfordct.org
Phone: | 360-442-9585
Fax: | 860-442-5327

TOWN OF WATERFORD 2022 HSGP Omnibus MOA
FFY 2022 STATE HOMELAND SECURITY GRANT
PROGRAM Region 4 MEMORANDUM OF AGREEMENT
CHECKLIST
Please use this checklist to insure completion and accuracy of the following agreement.
Instructions for: TOWN OF WATERFORD
Received by: Kim Allen (Director of Finance)
For the MOA:
OA municipal point of contact has been identified (p. 1 and 10).
CiThe Chief Executive Officer has signed and dated the agreement.
OThe Chief Executive Officer's name and title has been typed in the space provided.
DAuthorizing Resolution Attached
The Blanket Resolution Template includes the recommended language for a resolution. If the information on a
blanket resolution signed in a prior year is still valid, the town clerk can verify the accuracy, sign and seal the
resolution. In order for a raised seal to be visible in a scan, please rub a pencil over the seal. If a Blanket
Resolution is not used, the resolution must reference the FFY 2022 Homeland Security Grant Program. No other
resolutions shall be accepted.
Please note: The Fiduciary and Municipality shall complete Appendix A Custodial Ownership and
Memorandum of Agreement (Appendix A), for any municipatity that takes ownership of equipment purchased
with 2022 HSGP funds by the REPT.
(Sample attached, the Fiduciary will complete this form for custodial owners of equipment purchased under the
FY 2022 Homeland Security Grant Program)
Once complete, e-mail (no hard copies need to be sent) the complete MOA package (MOA and resolution)
to: Mark Paquette , Southeastern CT COG, Region 4 Fiduciary at: mpaquette@seccog.org
Instructions for the Southeastern CT COG as
= Regional Fiduciary
Received by:
Review and Signature
C1 The Chief Executive Officer has signed and dated the agreement.
(1 The Chief Executive Officer's name and title has been typed in the space provided.
0) All of the items listed on this checklist have been completed and are correct.
Submit completed MOAs and resolutions to your DESPP/DEMHS Program Manager by email on a quarterly basis.
Please note: The Fiduciary shall complete Appendix A, Custodial Ownership, for any Municipality that takes
ownership of equipment purchased with 2022 HSGP funds by the REPT. (Sample attached, Fiduciary will
complete for custodial owners of equipment purchased under the FY 2022 Homeland Security Grant Program)
DUE DATE:
Send to Regional Fiduciary on or before
September 30, 2023

TOWN OF WATERFORD 2022 HSGP Omnibus MOA
MEMORANDUM OF AGREEMENT
REGARDING USE OF FEDERAL FISCAL YEAR 2022 STATE HOMELAND SECURITY
GRANT FUNDING AND CUSTODIAL OWNERSHIP OF REGIONAL ASSETS IN
DEMHS Region 4
1. AGREEMENT REGARDING THE USE OF FEDERAL HOMELAND SECURITY GRANT FUNDS TO SUPPORT
REGIONAL SET-ASIDE PROJECTS
A. Introduction
The following facts are understood and agreed to by all parties:
1. The parties to this part of the Memorandum of Agreement (MOA) are the State of Connecticut Department
of Emergency Services and Public Protection (DESPP), including the Division of Emergency
Management & Homeland Security (DEMHS), the municipality of TOWN OF WATERFORD the
Southeastern CT COG (Fiduciary} and the Region 4 Regional Emergency Planning Team (Region 4 REPT).
2. DESPP is the designated recipient and State Administrative Agency (SAA) of the United States Department
of Homeland Security for Federal Fiscal Year 2022 State Homeland Security Grant Program (SHSGP),
Award No, EMVW-2022-SS-00057. DEMHS is the division of DESPP responsible for program management of
the grants, including consulting with the DEMHS Advisory Council, and the DEMHS Regional Planning Teams to
provide a coordinated and integrated program of emergency management and homeland security.
»
The DEMHS Advisory Council, through its Homeland Security Working Group, has approved the allocation
formula for grant funds available under the SHSGP; .
4. DESPP/DEMHS is retaining pass-through funds from 2022 SHSGP in the total amount of $2,188,219.24 on behalf
of iocal units of government, for the following eleven regional set-aside projects designed to benefit the state’s
municipalities:
I
1, Regional Collaboration, 2. Enhancing Information and Intelligence Sharing and Cooperation with Federal
Agencies, including DHS*; 3. Addressing Emergent Threats; 4. Capitol Region Metropolitan Medical
Response System (MMRS); 5. Medical Preparation and Response; 6. Citizen Corps, Program,
7, Enhancing Cybersecurity*; 8. Enhancing the Protection of Soft Targets/Crowded Places* (allocation
included in REPT subgrants;) 9. Combating Domestic Violent Extremism*; 10. Enhancing election security*
(allocation included in REPT subgrants;); and 11. Enhancing Community Preparedness and Resilience*
(‘denotes National Priority Project).
5. DEMHS — in coordination and cooperation with the municipalities located within DEMHS Region 4 including
TOWN OF WATERFORD — has created, and established bylaws for, the Region 4 REPT, a multi-
disciplinary, multi-jurisdictional regional group to facilitate planning and resource coordination within DEMHS
Region 4
6, TOWN OF WATERFORD is eligible to participate in those Federal Fiscal Year 2022 SHSGP
regional allocations made through the Region 4 REPT in the amount of $393,456.15 ($354,371.15 for regional
projects, $29,085 for soft target projects and $10,000 for election security projects) for Region 4 which will
be made available to the jurisdictions in Region 4 in the manner recommended by the Region4 REPT in
accordance with its approved bylaws, upon execution of the grant application and as accepted by DESPP/
DEMHS.
B. Purpose of Agreement
4. DESPP/DEMHS and TOWN OF WATERFORD enter into Part | of this MOA authorizing DESPP/DEMHS
to act as the agent of TOWN OF WATERFORD and allowing DESPP/DEMHS to retain and administer grant
funds provided under 2022 SHSGP for the eleven regional set-aside projects listed above, and also for The
Southeastern CT COG to provide the financial and programmatic oversight described below.
C, SAA and TOWN OF WATERFORD Responsibilities.
1. DESPP/DEMHS agrees to administer the SHSGP grant funds of $2,188,219.24 in furtherance of the
eleven regional set-aside projects listed above.
TOWN OF WATERFORD agrees to allow DESPP/DEMHS to provide financial and programmatic
oversight of the $2,188,219.24 for the purpose of supporting the allocations and uses of funds under the
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D,
TOWN _OF WATERFORD 2022 HSGP Omnibus MOA
2022 SHSGP consistent with the 2022 State Homeland Security Grant Application that has been
reviewed and approved by the federal Department of Homeland Security and supported by the
Initial Strategy \mplementation Spending Plan (ISIP) as part of the Biannual Strategy Implementation
Report (BSIR) approved by the Emergency Management & Homeland Security Council, now known as
the DEMHS Advisory Council. TOWN OF WATERFORD agrees to allow DESPP/DEMHS to hold,
manage, and disburse the grant funds that have been reserved for the eleven regional set-aside
projects listed above.
Southeastern CT COG and TOWN OF WATERFORD Responsibilities.
TOWN OF WATERFORD also agrees to allow the Southeastern CT COG to provide
financial and programmatic oversight of the Federal Fiscal Year 2022 regional allocation in
the amount of $393,456.15 ($354,371.15 for regional projects, $29,085 for soft target projects and
$10,000 for election security projects) targeted to member municipalities in DEMHS Region 4 and
recommended through the Region 4 REPT in accordance with its approved bylaws. Such funds will be
applied to specific projects developed and approved by the Region 4 REPT and DEMHS.
fl. AGREEMENT REGARDING CUSTODIAL OWNERSHIP OF REGIONAL ASSETS
A.
CG.
Introduction
The following facts are understood and agreed to by all parties:
4. The parties to this part of the Memorandum of Agreement (MOA) are the State of Connecticut
Department of Emergency Services and Public Protection (DESPP), including the Division of Emergency
Management & Homeland Security (DEMHS), the municipality of
TOWN OF WATERFORD , the Southeastern CT COG (Fiduciary), and the DEMHS
Region 4 Regional Emergency Planning Team (Region 4 REPT).
2. DESPP is the designated recipient and State Administrative Agency (SAA) of the United States
Department of Homeland Security for grants awarded beginning in Federal Fiscal Year (FFY) 2004,
up to the present time. DEMHS is the division of DESPP responsible for program management of the
grants, including consulting with the DEMHS Advisory Council, and the DEMHS Regional Planning
Teams to provide a coordinated and integrated program of emergency management and homeland
security.
3. TOWN OF WATERFORD has agreed to operate as the custodial owner of the asset(s)
described in Appendix A, on behalf of TOWN OF WATEREORD , the region, and if
necessary, the State. (Please note: If a town takes ownership of assets, the Fiduciary will assist them in
completing Appendix A. The Appendix will be added to this MOA).
4. The parties also agree that TOWN OF WATERFORD. may operate as the custodial owner of
additional assets purchased on behalf of the Region from FFY 2022 grant funds, as approved by the
Region 4 REPT, and DEMHS, which assets will be added to Appendix A by the Fiduciary within thirty
(30) days of approval by the Region 4 REPT.
5. The Region 4 REPT has been established to foster regional collaboration and mutual aid through,
among other things, collaborative plan development, all equipment and resources sharing and
coordination, All equipment and resources purchased with SHSGP money in this region is eligible for use
by any municipaiity in the region, regardless of who is the custodial owner. An inventory of all equipment
purchased with this money shall be maintained and available to DEMHS and all Region 1 municipalities if
requested.
6. The Southeastern CT COG (Fiduciary) has agreed to operate as the fiscal agent for the federal
SHSGP grants awarded to DEMHS Region 4 for Federal Fiscal Year 2022;
Purpose.
DESPP/DEMHS, the Region 4 REPT, Southeastern CT COG (Fiduciary), and
TOWN _OF WATERFORD , enter into Part Il of this MOA regarding asset(s) for which
TOWN OF WATERFORD agrees to be the custodial owner, and which are described in the
approved 2022 Subgrant Application and will be added to this MOA as Appendix A.
Agreements and Responsibilities of the Parties.
1. Definitions.
As used in this MOA:
The term “authorized training” means training that is authorized by DESPP/DEMHS.
The term “custodial owner” means a political subdivision or tribe that has agreed to accept title
and responsibility for the asset(s), subject to possible redeployment under the terms outlined in
Paragraph C(4) below.
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TOWN OF WATERFORD 2022 HSGP Omnibus MOA
2. Responsibilities of DESPP/DEMHS and Southeastern CT COG (Fiduciary)
In its role as SAA, DESPP/DEMHS will subgrant funds to Southeastern CT COG which, as the Region 4
Fiscal Agent, will procure the asset(s) listed in their approved Subgrant Application (which will be added
to Appendix A).
3. Appendix A.
The parties agree that decisions regarding the placement of regional assets in
TOWN OF WATERFORD may be made after the execution of this agreement and that
Appendix A shall be completed accordingly, TOWN OF WATERFORD agrees to be bound
by the terms of this agreement for any asset added to Appendix A. The parties also agree
that Appendix A must be signed by the DEMHS Deputy Commissioner, the chair of the Region 4 REPT,
and the Chief Executive Officer, or his/her designee, of TOWN OF WATERFORD
4. Responsibilities of Custodial Owner
TOWN OF WATERFORD understands that it is the Custodial Owner, on behalf of itself and
the Region, of the asset(s) which will be added to Appendix A, as may be amended pursuant to
Paragraph C(4) above. As Custodial Owner, TOWN OF WATERFORD agrees:
a. To safeguard the asset(s) in a secure location, including, for example, providing refrigeration or
protection from the elements, if appropriate;
b. To regularly test, use and maintain the asset(s) in working order. It is understood by the parties
that trained personnel of TOWN OF WATERFORD 's municipal agencies may use
the asset(s) for appropriate emergency response/emergency management purposes, including
authorized training and exercise;
c. To provide the asset(s) in a timely manner, in working order, and with appropriate staffing, if
necessary, when deployment is requested: under the terms of this MOA; under a mutual aid
agreement, including a civil preparedness mutual aid agreement approved by DESPP/DEMHS, as
required by Conn. Gen. Stat. §28-7(d); under the terms of the intrastate mutual aid system,
Connecticut General Statutes §28-22a; or at any time by the State of Connecticut, including DESPP/
DEMHS;
d. To provide the asset(s) in a timely manner, in working order, and with appropriate staffing, if
necessary, when deployment is requested for authorized training and/or exercise;
e. To maintain records of the use of the asset(s), including deployment for an actual incident or for
authorized training, and to provide these records to DESPP/DEMHS as requested;
f. To maintain an inventory of the asset(s), including a unique tagging system (inciuding the
DEMHS logo) so that the asset(s) can be easily identified as separate from the Custodial Owner's
other property, and to provide that inventory to DESPP/DEMHS as requested.
g. To maintain all necessary insurance regarding the asset(s) and their use;
h. To cooperate with any state or federal audit of the asset(s) and/or their use;
i. To abide by the bylaws and/or procedures established under any applicable State of Connecticut or
regional plan;
j. That the State, including DESPP/DEMHS, does not guarantee any further funding for, or
provision of repairs to, the asset(s) beyond the terms of this MOA;
k. That all maintenance and operations of the asset(s) by TOWN OF WATERFORD shail
conform to the manufacturer's recommendations. if appropriate, TOWN OF WATERFORD
shall maintain trained personnel available to transport and supervise the operation of the asset(s). All
personnel or agents of TOWN OF WATERFORD. performing any maintenance or
repair services in connection with these asset(s) shall be fully qualified and authorized or permitted
under federal, state, and local laws to perform such services.
5. Responsibilities of the REPT.
The Region 4 REPT understands and acknowledges that, in accepting responsibility as the custodial
owner of the asset(s), TOWN OF WATERFORD is furthering regional collaboration and
mutual aid on behalf of all of the members of Region 4
4|}Page

TM
TOWN OF WATERFORD 2022 HSGP Omnibus MOA
Assignment of Asset(s).
if TOWN OF WATERFORD does not comply with the requirements under this MOA, or
terminates its involvement in this MOA, then DESPP/DEMHS, in consultation with the REPT Chair,
may redirect the asset(s), preferably to a different town within the Region. Whenever possible,
DESPP/DEMHS will provide 60 days’ notice before re-assigning the asset.
Effective Date.
The terms of this agreement will become effective when all parties have executed it.
Authority to Enter Agreement.
DESPP/DEMHS is authorized to enter into this Agreement through the Deputy Commissioner of the
DESPP/DEMHS pursuant to the authority provided under Connecticut General Statutes §4-8 and
Titles 28 and 29. The Municipality of TOWN OF WATERF OW is authorized to enter into this
agreement through its Chief Executive Officer, authorized pursuant to the attached [original or
certified copy of resolution, ordinance or charter provision]. The other persons executing this
Memorandum of Agreement (MOA) on behalf of their respective entities hereby represent and
warrant that they have the right, power, legal capacity, and appropriate authority to enter into this
agreement on behalf of the entity for which they sign, as indicated by valid resolutions, if necessary.
Duration of Agreement.
Part | of this MOA, as modified with the consent of the parties, remains in full force and effect until
the end of the grant period, or any extension thereof, covered by this MOA, unless cancelled by
DESPP/DEMHS, giving
TOWN OF WATERFORD written notice of such intention at least thirty (30) days in
advance, Any party may terminate its involvement with Part II of this agreement upon sixty days’
written notice to the other parties. DESPP/DEMHS reserves the right to cancel any funding
under this MOA without prior written notice when the funding is no longer available.
10. Amendment of the Agreement.
This agreement may be modified upon the mutual written consent of the parties.
11. Additional Required Terms and Conditions
Parties agree to incorporate the additional terms in Appendix B and Appendix C into this
agreement. Parties agree to be bound by the terms in Appendix B and Appendix C.
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TOWN OF WATERFORD 2022 HSGP Omnibus
Points of Contact
1. The Point of Contact for DESPP/DEMHS
Name & Title: Deputy Commissioner Brenda M. Bergeron
Address: 1111 Country Club Road, Middletown, CT 06457
Emails: brenda.bergeron@ct.gov and Phone: 860-685-8531
DEMHS.HSGP@ct.gov Fax: 860-685-8551
2. The Point of Contact for
(Please fill in the following fields)
TOWN OF WATERFORD
Name & Title: Steve Sinagra, Emergency Servicag
Address: 15 Rope Ferry Road
Email Address: Phone: 860-442-9585
ssinagra@waterfordct.org Fax: 860-442-5327
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the dates written below:
THE TOWN OF WATERFORD
By: Date:
its Chief Executive Officer
Duly Authorized
Typed Name & Title: Robert J. Brule First Selectman
THE Southeastern CT COG, as fiduciary agent By:
Date.
Its Chief Executive Officer
Duly Authorized
Typed Name
DEPARTMENT OF EMERGENCY SERVICES AND PUBLIC PROTECTION/
DIVISION OF EMERGENCY MANAGEMENT & HOMELAND SECURITY
By: Date:
Brenda M. Bergeron
Duly Authorized
w[Page

2022 HSGP Omnibus MOA
MEMORANDUM OF AGREEMENT
REGARDING USE OF
FEDERAL FISCAL YEAR 2022 STATE HOMELAND SECURITY
GRANT FUNDING AND CUSTODIAL OWNERSHIP OF REGIONAL
ASSETS IN DEMHS REGION 4
AMENDMENT TO APPENDIX A
FOR THE
Equipment Description
THE
By:
Date:
its Chief Executive Officer Duly Authorized
Typed Name & Title: Robert J. Brule First Selectman
DEPARTMENT OF EMERGENCY SERVICES AND PUBLIC PROTECTION/
DIVISION OF EMERGENCY MANAGEMENT & HOMELAND SECURITY
Date:
By:
Brenda M. Bergeron
Deputy Commissioner
Duly Authorized
i2z2|Page

STATE OF CONNECTICUT
DEPARTMENT OF EMERGENCY SERVICES AND PUBLIC PROTECTION
DIVISION OF EMERGENCY MANAGEMENT AND HOMELAND SECURITY
APPENDIX B
State of Connecticut General.Terms and Conditions
SECTION 1: Audits
ia
For purposes of this paragraph, the word “contractor” shail be deemed to mean
"nonstate entity,” as that term is defined in Section 4-230 of the Connecticut General
Statutes. The contractor shall provide for an annual financial audit acceptable to the
Department for any expenditure of state-awarded funds made by the contractor. Such
audit shail include management letters and audit recommendations. The State
Auditors of Public Accounts shall have access to all records and accounts for the fiscal
year(s) in which the award was made. The contractor will comply with federal and state
singe audit standards as applicable.
SECTION 2: Access to Contract and State Data.
2.1
The Contractor shall provide to the Agency access to any data, as defined in Conn. Gen
Stat. Sec. 4e-1, concerning the Contract and the Agency that are in the possession or
control of the Contractor upon demand and shall provide the data to the Agency ina
format prescribed by the Agency and the State Auditors of Public Accounts at no
additional cost.
SECTION 3: Forum and Choice of Law.
3.1
The parties deem the Contract to have been made in the City of Hartford, State of
Connecticut. Both parties agree that it is fair and reasonable for the validity and
construction of the Contract to be, and it shall be, governed by the laws and court
decisions of the State of Connecticut, without giving effect to its principles of conflicts of
laws. To the extent that any immunities provided by Federal {aw or the laws of the
State of Connecticut do not bar an action against the State, and to the extent that these
courts are courts of competent jurisdiction, for the purpose of venue, the complaint
shall be made returnable to the Judicial District of Hartford only or shali be brought in
the United States District Court for the District of Connecticut only, and shall not be
transferred to any other court, provided, however, that nothing here constitutes a
waiver or compromise of the sovereign immunity of the State of Connecticut. The
Contractor waives any objection which it may now have or will have to the jaying of
venue of any Claims in any forum and further irrevocably submits to such jurisdiction in
any suit, action or proceeding.
SECTION 4: Termination.
4.1
Notwithstanding any provisions in this Contract, the Agency, through a duly authorized
employee, may Terminate the Contract whenever the Agency makes a written
determination that such Termination is in the best interests of the State. The Agency
shall notify the Contractor in writing of Termination pursuant to this section, which
notice shall specify the effective date of Termination and the extent to which the
Contractor must compiete its Performance under the Contract prior to such date.

4.2
43
44
45
4.6
47
4.8
Notwithstanding any provisions in this Contract, the Agency, through a duly authorized
employee, may, after making a written determination that the Contractor has breached
the Contract, Terminate the Contract in accordance with the provisions in the Breach
section of this Contract.
The Agency shall send the notice of Termination via certified mail, return receipt
requested, to the Contractor at the most current address which the Contractor has
furnished to the Agency for purposes of correspondence, or by hand delivery. Upon
receiving the notice from the Agency, the Contractor shall immediately discontinue all
services affected in accordance with the notice, undertake all commercially reasonable
efforts to mitigate any losses or damages, and deliver to the Agency all Records. The
Records are deemed to be the property of the Agency and the Contractor shall deliver
them to the Agency no later than thirty (30) days after the Termination of the Contract
or fifteen (15) days after the Contractor receives a written request from the Agency for
the Records. The Contractor shall deliver those Records that exist in electronic,
magnetic or other intangible form in a non-proprietary format, such as, but not limited
to, ASCH or TXT.
Upon receipt of a written notice of Termination from the Agency, the Contractor shall
cease operations as the Agency directs in the notice, and take all actions that are
hecessary or appropriate, or that the Agency may reasonably direct, for the protection,
and preservation of the Goods and any other property. Except for any work which the
Agency directs the Contractor to Perform in the notice prior to the effective date of
Termination, and except as otherwise provided in the notice, the Contractor shall
terminate or conclude all existing subcontracts and purchase orders and shall not enter
into any further subcontracts, purchase orders or commitments.
The Agency shail, within forty-five (45) days of the effective date of Termination,
reimburse the Contractor for its Performance rendered and accepted by the Agency in
accordance with Exhibit A, in addition to all actual and reasonable costs incurred after
Termination in completing those portions of the Performance which the notice required
the Contractor to complete. However, the Contractor is not entitled to receive and the
Agency is not obligated to tender to the Contractor any payments for anticipated or lost
profits. Upon request by the Agency, the Contractor shall assign to the Agency, or any
replacement contractor which the Agency designates, all subcontracts, purchase orders
and other commitments, deliver to the Agency all Records and other information
pertaining to its Performance, and remove from State premises, whether leased or
owned, all of Contractor's property, equipment, waste material and rubbish related to
its Performance, all as the Agency may request.
For breach or violation of any of the provisions in the section concerning
representations and warranties, the Agency may Terminate the Contract in accordance
with its terms and revoke any consents to assignments given as if the assignments had
never been requested or consented to, without liability to the Contractor or Contractor
Parties or any third party.
Upon Termination of the Contract, ail rights and obligations shall be null and void, so
that no party shall have any further rights or obligations to any other party, except with
respect to the sections which survive Termination. Afi representations, warranties,
agreements and rights of the parties under the Contract shall survive such Termination
to the extent not otherwise limited in the Contract and without each one of them
having to be specifically mentioned in the Contract.
Termination of the Contract pursuant to this section shall not be deemed to be a breach
of contract by the Agency.

SECTION 5: Tangible Personal Property.
5.1
5.2
5.3
The Contractor on its behalf and on behaif of its Affiliates, as defined below, shail
comply with the provisions of Conn. Gen. Stat. §12-411b, as follows:
5.1.1 For the term of the Contract, the Contractor and its Affiliates shall collect and
remit to the State of Connecticut, Department of Revenue Services, any
Connecticut use tax due under the provisions of Chapter 219 of the Connecticut
General Statutes for items of tangible personal property sold by the Contractor
or by any of its Affiliates in the same manner as if the Contractor and such
Affiliates were engaged in the business of selling tangible persona! property for
use in Connecticut and had sufficient nexus under the provisions of Chapter 219
to be required to collect Connecticut use tax;
5.1.2 A customer’s payment of a use tax to the Contractor or its Affiliates relieves the
customer of liability for the use tax;
5.1.3 The Contractor and its Affiliates shall remit all use taxes they collect from
customers on or before the due date specified in the Contract, which may not
be later than the last day of the month next succeeding the end of a calendar
quarter or other tax collection period during which the tax was collected;
5.1.4 The Contractor and its Affiliates are not liable for use tax billed by them but not
paid to them by a customer; and
5.1.5 Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its
customers by the due date specified in the Contract shall be subject to the
interest and penalties provided for persons required to collect sales tax under
chapter 219 of the general statutes.
For purposes of this section of the Contract, the word “Affiliate” means any person, as
defined in section 12-1 of the general statutes, that controls, is controlled by, or is under
common contro! with another person. A person controls another person if the person
owns, directly or indirectly, more than ten per cent of the voting securities of the other
person. The word “voting security” means a security that confers upon the holder the
right to vote for the election of members of the board of directors or similar governing
body of the business, or that is convertible into, or entitles the holder to receive, upon
its exercise, a security that confers such a right to vote. “Voting security” includes a
general partnership interest.
The Contractor represents and warrants that each of its Affiliates has vested in the
Contractor plenary authority to so bind the Affiliates in any agreement with the State of
Connecticut. The Contractor on its own behalf and on behalf of its Affiliates shall also
provide, no later than 30 days after receiving a request by the State’s contracting
authority, such information as the State may require to ensure, in the State’s sole
determination, compliance with the provisions of Chapter 219 of the Connecticut
General Statutes, including, but not limited to, §12-411b.
SECTION 6: indemnification.
6.1
The Contractor shall indemnify, defend and hold harmless the State and its officers,
representatives, agents, servants, employees, successors and assigns from and against
any and all (1) Claims arising, directly or indirectly, in connection with the Contract,
including the acts of commission or omission (collectively, the "Acts") of the Contractor
or Contractor Parties; and (2) liabilities, damages, losses, costs and expenses, including

6.2
6.3
6.4
6.5
6.6
but not limited to, attorneys’ and other professionals' fees, arising, directly or indirectly,
in connection with Claims, Acts or the Contract. The Contractor shall use counsel
reasonably acceptable to the State in carrying out its obligations under this section. The
Contractor’s obligations under this section to indemnify, defend and hold harmless
against Claims includes Claims concerning confidentiality of any part of or all of the
Contractor's bid, proposal or any Records, any intellectual property rights, other
proprietary rights of any person or entity, copyrighted or uncopyrighted compositions,
secret processes, patented or unpatented inventions, articles or appliances furnished or
used in the Performance.
The Contractor shall not be responsible for indemnifying or holding the State harmiess
from any liability arising due to the negligence of the State or any third party acting
under the direct control or supervision of the State.
The Contractor shall reimburse the State for any and all damages to the real or personal
property of the State caused by the Acts of the Contractor or any Contractor Parties.
The State shall give the Contractor reasonable notice of any such Claims.
The Contractor's duties under this section shall remain fully in effect and binding in
accordance with the terms and conditions of the Contract, without being lessened or
compromised in any way, even where the Contractor is alleged or is found to have
merely contributed in part to the Acts giving rise to the Claims and/or where the State is
alleged or is found to have contributed to the Acts giving rise to the Claims.
The Contractor shall carry and maintain at ail times during the term of the Contract, and
during the time that any provisions survive the term of the Contract, sufficient general
liability insurance to satisfy its obligations under this Contract. The Contractor shail
name the State as an additional insured on the policy and shall provide a copy of the
policy to the Agency prior to the effective date of the Contract. The Contractor shall not
begin Performance until the delivery of the policy to the Agency. The Agency shall be
entitled to recover under the insurance policy even if a body of competent jurisdiction
determines that the Agency or the State is contributorily negligent.
This section shali survive the Termination of the Contract and shall not be limited by
reason of any insurance coverage.
SECTION 7: Sovereign Immunity.
71
The parties acknowledge and agree that nothing in the Solicitation or the Contract shall
be construed as a modification, compromise or waiver by the State of any rights or
defenses of any immunities provided by Federal law or the laws of the State of
Connecticut to the State or any of its officers and employees, which they may have had,
now have or will have with respect to all matters arising out of the Contract. To the
extent that this section conflicts with any other section, this section shall govern.
SECTION 8: Summary of State Ethics Laws.
8.1
Pursuant to the requirements of section 1-101qq of the Connecticut General Statutes (a)
the State has provided to the Contractor the summary of State ethics laws developed by
the State Ethics Commission pursuant to section 1-81b of the Connecticut General
Statutes, which summary is incorporated by reference into and made a part of this
Contract as if the summary had been fully set forth in this Contract; (b) the Contractor
represents that the chief executive officer or authorized signatory of the Contract and
all key employees of such officer or signatory have read and understood the summary

and agree to comply with the provisions of state ethics law; {c} prior to entering into a
contract with any subcontractors or consultants, the Contractor shall provide the
summary to ail subcontractors and consultants and each such contract entered inte with
a subcontractor or consultant on or after July 1, 2021, shali include a representation
that each subcontractor or consultant and the key employees of such subcontractor or
consultant have read and understood the summary and agree to comply with the
provisions of state ethics law; (d) failure to include such representations in such
contracts with subcontractors or consultants shall be cause for termination of the
Contract; and (e) each contract with such contractor, subcontractor or consultant shall
incorporate such summary by reference as a part of the contract terms.
SECTION 9: Audit and Inspection of Plants, Places of Business and Records.
9.1
9.2
9.3
9.4
9.5
9.6
9.7
The State and its agents, including, but not limited to, the Connecticut Auditors of Public
Accounts, Attorney General and State’s Attorney and their respective agents, may, at
reasonable hours, inspect and examine all of the parts of the Contractor’s and
Contractor Parties’ plants and places of business which, in any way, are related to, or
involved in, the performance of this Contract.
The Contractor shail maintain, and shall require each of the Contractor Parties to
maintain, accurate and complete Records. The Contractor shall make all of its and the
Contractor Parties’ Records available at all reasonable hours for audit and inspection by
the State and its agents.
The State shali make ail requests for any audit or inspection in writing and shail provide
the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit
and inspection date. If the State suspects fraud or other abuse, or in the event of an
emergency, the State is not obligated to provide any prior notice.
The Contractor shail pay for all costs and expenses of any audit or inspection which
reveals information that, in the sole determination of the State, is sufficient to
constitute a breach by the Contractor under this Agreement. The Contractor shall remit
fuil payment to the State for such audit or inspection no later than 36 days after
receiving an invoice from the State. If the State does not receive payment within such
time, the State may setoff the amount from any moneys which the State would
otherwise be obiigated to pay the Contractor in accordance with this Agreement’s setoff
provision.
The Contractor shall keep and preserve or cause to be kept and preserved ail of its and
Contractor Parties’ Records until three (3) years after the latter of (i) final payment
under this Agreement, or {ii} the expiration or earlier termination of this Agreement, as
the same may be modified for any reason, The State may request an audit or inspection
at any time during this period. (f any Claim or audit is started before the expiration of
this period, the Contractor shall retain or cause to be retained all Records until all Claims
or audit findings have been resolved.
The Contractor shall cooperate fully with the State and its agents in connection with an
audit or inspection. Following any audit or inspection, the State may conduct and the
Contractor shall cooperate with an exit conference.
The Contractor shall incorporate this entire Section verbatim into any contract or other
agreement that it enters into with any Contractor Party.

SECTION 10: Campaign Contribution Restriction.
10.1
For all State contracts, defined in Conn. Gen. Stat. §9-612 as having a value in a calendar
year of $50,000 or more, or a combination or series of such agreements or contracts
having a value of $100,000 or more, the authorized signatory to this Agreement
expressly acknowledges receipt of the State Elections Enforcement Commission’s notice
advising state contractors of state campaign contribution and solicitation prohibitions,
and will inform its principals of the contents of the notice.
SECTION 11: Protection of Confidential Information.
11.1
11.2
11.3
Contractor and Contractor Parties, at their own expense, have a duty to and shall
protect from a Confidential information Breach any and all Confidential Information
which they come to possess or control, wherever and however stored or maintained, in
a commercially reasonable manner in accordance with current industry standards.
Each Contractor or Contractor Party shall develop, implement and maintain a
comprehensive data - security program for the protection of Confidential Information.
The safeguards contained in such program shall be consistent with and comply with the
safeguards for protection of Confidential Information, and information of a similar ;
character, as set forth in all applicable federal and state law and written policy of the
Department or State concerning the confidentiality of Confidential! Information. Such
data-security program shall include, but not be limited to, the following:
11.2.1 Asecurity policy for employees related to the storage, access and
transportation of data containing Confidential Information;
11.2.2 Reasonable restrictions on access to records containing Confidential
Information, including access to any locked storage where such records are
kept;
11.2.3 A process for reviewing policies and security measures at least annually
11.2.4 Creating secure access controls to Confidential Information, including but not
limited to passwords; and
11.2.5 Encrypting of Confidential Information that is stored on laptops, portable
devices or being transmitted electronically.
The Contractor and Contractor Parties shall notify the Department and the Connecticut
Office of the Attorney General as soon as practical, but no Jater than twenty-four (24)
hours, after they become aware of or suspect that any Confidential Information which
Contractor or Contractor Parties have come to possess or control has been subject to a
Confidential information Breach. If a Confidential information Breach has occurred, the
Contractor shall, within three (3) business days after the notification, present a credit
monitoring and protection plan to the Commissioner of Administrative Services, the
Department and the Connecticut Office of the Attorney General, for review and
approval. Such credit monitoring or protection plan shall be made available by the
Contractor at its own cost and expense to all individuals affected by the Confidential
Information Breach. Such credit monitoring or protection plan shail include, but is not
limited to reimbursement for the cost of placing and lifting one (1) security freeze per
credit file pursuant to Connecticut Genera! Statutes § 36a-701a. Such credit monitoring
or protection plans shall be approved by the State in accordance with this Section and
shall cover a length of time commensurate with the circumstances of the Confidential

11.4
11.5
11.6
Information Breach. The Contractors’ costs and expenses for the credit monitoring and
protection plan shall not be recoverable from the Department, any State of Connecticut
entity or any affected individuals.
The Contractor shall incorporate the requirements of this Section in all subcontracts
requiring each Contractor Party to safeguard Confidential Information in the same
manner as provided for in this Section.
Nothing in this Section shall supersede in any manner Contractor's or Contractor Party's
obligations pursuant to HIPAA or the provisions of this Contract concerning the
obligations of the Contractor as a Business Associate of the Department.
The above section uses the terms “Confidential information” and “Confidential
Information Breach.” Please use the following two definitions for those terms and
inciude them, alphabetized, in the definition section of the contract:
“Confidential Information” shall mean any name, number or other information that may
be used, alone or in conjunction with any other information, to identify a specific
individual including, but not timited to, such individual's name, date of birth, mother's
maiden name, motor vehicle operator's license nurmber, Social Security number,
employee identification number, employer or taxpayer identification number, alien
registration number, government passport number, health insurance identification
number, demand deposit account number, savings account number, credit card
number, debit card number or unique biometric data such as fingerprint, voice print,
retina or iris image, or other unique physical representation. Without limiting the
foregoing, Confidential Information shall also include any information that the
Department classifies as “confidential” or “restricted.” Confidential Information shall not
include information that may be lawfully obtained from publicly available sources or
from federal, state, or local government records which are lawfully made available to
the general public.
“Confidential Information Breach” shall mean, generally, an instance where an
unauthorized person or entity accesses Confidential information in any manner,
including but not limited to the following occurrences: (1) any Confidential Information
that is not encrypted or protected is misplaced, lost, stolen or in any way compromised;
(2) one or more third parties have had access to or taken control or possession of any
Confidential Information that is not encrypted or protected without prior written
authorization from the State; (3) the unauthorized acquisition of encrypted or
protected Confidential Information together with the confidential process or key that is
capable of compromising the integrity of the Confidential information; or (4) if there is
a substantial risk of identity theft or fraud to the client, the Contractor, the Department
or State.
SECTION 12: Executive Orders and Other Enactments.
12.1
All references in this Contract to any Federal, State, or local law, statute, public or
special act, executive order, ordinance, regulation or code (collectively, “Enactments”)
shall mean Enactments that apply to the Contract at any time during its term, or that
may be made applicable to the Contract during its term. This Contract shail always be
read and interpreted in accordance with the latest applicable wording and requirements
of the Enactments, Unless otherwise provided by Enactments, the Contractor is not
relieved of its obligation to perform under this Contract if it chooses to contest the
applicability of the Enactments or the Client Agency’s authority to require compliance
with the Enactments.

12.2
12.3
This Contract is subject to the provisions of Executive Order No. Three of Governor
Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment practices,
Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February
15, 1973, concerning the listing of employment openings and Executive Order No.
Sixteen of Governor John G. Rowland promulgated August 4, 1999, concerning violence
in the workplace, all of which are incorporated into and are made a part of this Contract
as if they had been fully set forth in it.
This Contract may be subject to (1) Executive Order No. 14 of Governor M. Jodi Rell,
promulgated April 17, 2006, concerning procurement of cleaning products and services;
and (2) Executive Order No. 61 of Governor Dannel P. Malloy promulgated December
13, 2017 concerning the Policy for the Management of State information Technology
Projects, as issued by the Office of Policy and Management, Policy ID IT-SDLC-17-04. If
any of the Executive Orders referenced in this subsection is applicable, it is deemed to
be incorporated into and made a part of this Contract as if fully set forth in it.
SECTION 13: Nondiscrimination.
13.1
For purposes of this Section, the following terms are defined as follows:
13.1.1 “Commission” means the Commission on Human Rights and Opportunities;
13.1.2 "Contract" and “contract” include any extension or modification of the Contract
or contract;
13.1.3 "Contractor" and “contractor” include any successors or assigns of the
Contractor or contractor;
13.1.4 "Gender identity or expression" means a person‘s gender-related identity,
appearance or behavior, whether or not that gender-related identity,
appearance or behavior is different from that traditionally associated with the
person's physiology or assigned sex at birth, which gender-related identity can
be shown by providing evidence including, but not limited to, medical history,
care or treatment of the gender-related identity, consistent and uniform
assertion of the gender-related identity or any other evidence that the gender-
related identity is sincerely held, part of a person's core identity or not being
asserted for an improper purpose;
13.1.5 “good faith" means that degree of diligence which a reasonable person would
exercise in the performance of jegal duties and obligations;
13.1.6 “good faith efforts” shall include, but not be timited to, those reasonable initial
efforts necessary to comply with statutory or regulatory requirements and
additional or substituted efforts when it is determined that such initial efforts
will not be sufficient to comply with such requirements;
13.1.7 "marital status" means being single, married as recognized by the state of
Connecticut, widowed, separated or divorced;
13.1.8 “mental disability" means one or more mental disorders, as defined in the most
recent edition of the American Psychiatric Association's "Diagnostic and
Statistical Manual of Mental Disorders", or a record of or regarding a person as
having one or more such disorders;
13.1.9 "minority business enterprise” means any small contractor or supplier of

13.2
materials fifty-one percent or more of the capital stock, if any, or assets of
which is owned by a person or persons: (1) who are active in the daily affairs of
the enterprise, (2) who have the power to direct the management and policies
of the enterprise, and (3) who are members of a minority, as such term is
defined in subsection (a) of Connecticut General Statutes § 32-9n; and
13.1.10 "public works contract" means any agreement between any individual, firm or
corporation and the State or any political subdivision of the State other than a
municipality for construction, rehabilitation, conversion, extension, demolition
or repair of a public building, highway or other changes or improvements in real
property, or which is financed in whole or in part by the State, including, but not
limited to, matching expenditures, grants, loans, insurance or guarantees.
For purposes of this Section, the terms “Contract” and “contract” do not include a
contract where each contractor is (1) a political subdivision of the state, including, but
not limited to, a municipality, unless the contract is a municipal public works contract or
quasi-public agency project contract, (2) any other state, including but not limited to any
federally recognized indian tribal governments, as defined in C.G.S. § 1-267, (3) the
federai government, (4) a foreign government, or (5) an agency of a subdivision, state or
government described in the immediately preceding enumerated items {1}, (2), (3),or
(4).
(1) The Contractor agrees and warrants that in the performance of the Contract such
Contractor will not discriminate or permit discrimination against any person or group of
persons on the grounds of race, color, religious creed, age, marital status, national
origin, ancestry, sex, gender identity or expression, status as a veteran, intellectual
disability, mental disability or physical disability, including, but not limited to, blindness,
unless it is shown by such Contractor 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 the Contractor further agrees to take affirmative action to ensure
that applicants with job-related qualifications are employed and that employees are
treated when employed without regard to their race, color, religious creed, age, marital
status, national origin, ancestry, sex, gender identity or expression, status as a veteran,
intelectual disability, mental disability or physical disability, including, but not limited
to, blindness, unless it is shown by the Contractor that such disability prevents
performance of the work involved; (2) the Contractor agrees, in all solicitations or
advertisements for employees placed by or on behalf of the Contractor, to state that it
is an "affirmative action-equal opportunity employer" in accordance with regulations
adopted by the Commission; (3) the Contractor agrees to provide each labor union or
representative of workers with which the Contractor has a collective bargaining
Agreement or other contract or understanding