On Demand Snow and Ice Control Removal and Snow Shoveling and Ice Control Manpower

Agency: State Government of Connecticut
State: Connecticut
Type of Government: State & Local
NAICS Category:
  • 561730 - Landscaping Services
  • 561790 - Other Services to Buildings and Dwellings
Posted Date: Jul 8, 2020
Due Date: Jul 13, 2020
Solicitation No: UCHC4-129697268
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Organization University of Connecticut Health Center
Project/Solicitation # UCHC4-129697268
Solicitation Type Request for Proposal
Due Date 07/13/2020
Includes SBE/MBE Requirements NO
Qualified Partnership NO
Summary On Demand Snow and Ice Control Removal and Snow Shoveling and Ice Control Manpower
Addenda
  • UCHC4-129697268 Snow & Ice Control Removal and Snow Shoveling & Ice Control Manpower - Addendum 1 - Replies to supplier questions
Contact Name Margaret Roy
E-Mail mroy@uchc.edu
Phone (860) 679-1988
FAX (860) 284-5873
WebSite http://www.uchc.edu
Additional Description UCONN HEALTH (“UCH”) is requesting proposals from qualified organizations to (A) provide rental of trucks and/or other equipment with operators/drivers for on-demand snow and ice control removal services to roadways and parking lots on the UCH campuses listed in this RFP and (B) provide all equipment and labor for snow removal and ice control manpower from sidewalks, stairways, emergency exits, handicap ramps, and entrances throughout UCH campus locations. NOTE: Due to the COVID-19 pandemic, UConn Health is temporarily suspending onsite public bid openings until further notice. In addition, rather than submitting hard copies of bids to UConn Health, bidders are now required to submit their bid responses electronically via email to the Buyer named in the bid on or before the due date and time specified in the bid. Responses received after 2:00 PM will not be accepted or opened.
Documents

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Test Title

Contract Number UCHC-XXXXXXXX

THIS CONTRACT is made and entered into by and between CONTRACTOR NAME, with its principal place of business at Contractor Address (hereinafter “Contractor”), and the UNIVERSITY OF CONNECTICUT HEALTH CENTER on behalf of itself and its Affiliates, 263 Farmington Avenue, Farmington, CT 06030 (hereinafter “UConn Health”). Contractor and UConn Health may also be referred to individually as “Party” or collectively as “Parties.”

WHEREAS, Contractor responded to UConn Health’s bid number Bid Number, for Bid Title; and

WHEREAS, the Parties hereto desire to enter into a contract articulating their respective rights and responsibilities regarding UConn Health’s purchase of Brief Description of Goods/Services [or] Goods and/or Services, as more specifically set forth herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

1. DEFINITIONS. Unless otherwise indicated, for the purpose of this Contract, the following terms shall have the following corresponding definitions:

1.1 Affiliate: Any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or entity.

1.2 Breach: Failure, without legal excuse, to perform any promise or to carry out any of the terms of this Contract.

1.3 Business Day: All calendar days other than Saturdays, Sundays and days observed as holidays by the State of Connecticut.

1.4 Calendar Day: All calendar days, including Saturdays, Sundays and holidays.

1.5 Cancellation: An end to this Contract effected pursuant to a right that this Contract creates due to a Breach.

1.6 Claims: All actions, suits, claims, demands, investigations and proceedings of any kind, open, pending or threatened, whether mature, unmatured, contingent, known or unknown, at law or in equity, in any forum.

1.7 Contract: This agreement between Contractor and UConn Health, including all of its terms and conditions, and any exhibits or attachments referenced herein.

1.8 Contractor Parties: A Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them, or any other person or entity with whom Contractor is in privity of oral or written contract if Contractor intends for such other person or entity to perform under this Contract in any capacity, including, but not limited to, any subcontractors. The term “Contractor” as utilized herein includes all Contractor Parties, unless the context of the provision clearly indicates otherwise.

1.9 Existing Intellectual Property: All intellectual property other than New Intellectual Property.

1.10 Expiration: An end to this Contract due to the completion in full of the mutual performances of the Parties or due to this Contract’s term being completed.

1.11 Force Majeure: Events that materially affect the cost of the Goods or Services or the time schedule within which to perform and are outside the control of the Party asserting that such an event has occurred, including, but not limited to, disasters, riots, acts of God, insurrection or war.

1.12 Goods: All things which are movable at the time that this Contract is effective and that are to be delivered pursuant to this Contract, which include, without limitation, supplies, materials and equipment, as set forth herein.

1.13 New Intellectual Property: All patents, copyrights, industrial design rights, trademarks, trade dress, trade secrets, reports, data, or other tangible work first created, acquired, or reduced to practice in connection with this Contract.

1.14 Proposal: A response to a Solicitation.

1.15 Proposer: A person or entity that submits a Proposal.

1.16 Records: All working papers and such other information and materials created or accumulated by Contractor in performing this Contract, including, but not limited to, documents, data, plans, books, computations, drawings, specifications, notes, reports, records, estimates, summaries and correspondence, kept or stored in any form, including, but not limited to New Intellectual Property. All Records are deemed property of UConn Health.

1.17 Solicitation: A UConn Health request inviting bids, quotes, proposals or qualifications.

1.18 Services: The performance of labor or work, as set forth herein.

1.19 Specifications: All requirements UConn Health has for Goods and/or Services that will be delivered hereunder, whether those requirements are found in this Contract, the Solicitation, the Proposal, on purchase orders, or as otherwise agreed between the Parties.

1.20 State: The State of Connecticut, all constituent units of higher education including UConn Health, and any office, department, board, council, commission, institution or agency of the State.

1.21 Termination: An end to this Contract effected pursuant to a right which this Contract creates, other than for Breaches.

1.22 Title: All ownership, title, licenses, rights, possession, interest and use of, in and to the referenced property.

1.23 UConn Health Premises: All premises and locations owned, leased, managed or otherwise controlled by UConn Health.

2. PURPOSE. Contractor shall provide the Goods and/or Services to UConn Health as specifically set forth in Exhibit A hereto and the relevant Proposal that occasioned this Contract. UConn Health shall utilize and compensate Contractor as set forth herein. Unless otherwise more specifically set forth herein, this contract is not a requirements contract or an agreement to purchase any specific quantity of Goods or Services.

3. CONTRACT TERM. This Contract will commence on Date [or] the last date of the Parties’ signature, below (the “Start Date”), and unless earlier terminated in accordance with this Contract will continue in effect for Number (#) years from the Start Date (the “Term” [or] the “Initial Term”). This Contract may be renewed at UConn Health’s option, for Number of Renewals (#) Number of Years for each Renewal Term (#)-year (#-year) periods, (each, a “Renewal Term”) through written notice to Contractor. Expiration of this Contract will not affect any outstanding purchase orders, which will continue in full force and effect until completed or otherwise terminated or cancelled by UConn Health. Upon Termination, Cancellation or Expiration of this Contract, Contractor will take all reasonable steps to ensure a smooth transition. The Initial Term and any Renewal Term(s) may be referred to collectively herein as the “Term.”

4. PAYMENT.

4.1 UConn Health shall pay Contractor an amount not to exceed $Maximum Payable Amount for the Initial Term over the Initial Term of the Contract and, if any Renewal Term options are exercised by UConn Health, $Maximum Payable Amount for any Renewal Terms during each such Renewal Term, in the manner specified below, within thirty (30) Calendar Days from the date of UConn Health’s receipt and approval of Contractor’s invoice.

4.1.1 Contractor’s invoice shall include: 1) UConn Health’s purchase order number issued to Contractor hereunder; 2) a description of what Goods and/or Services the invoice represents; and 3) such other information as UConn Health may reasonably require from time to time. The maximum amount payable during the Initial Term plus any Renewal Terms shall not exceed $Maximum Payable Amount for Entire Term.

4.1.2 UConn Health is exempt from paying Connecticut sales and use taxes (Conn. Gen. Stat. § 12-412), and is also exempt from certain federal excise taxes. Contractor shall not invoice UConn Health for any such taxes.

4.1.3 Invoice payments are also subject to Conn. Gen. Stat. § 4a-71 (Prompt payment by state departments and agencies).

4.2 Subject to Section 4.1, payments under this Contract shall be made as invoiced periodically [or] as follows:

[Payment schedule may be included here in paragraph or table format, on Exhibit A, or on another Exhibit that is referenced here].

5. PURCHASE ORDERS.

5.1 This Contract itself is not an authorization for Contractor to ship Goods or begin performance of Services. Contractor may not begin providing Goods or Services until it has received a duly issued purchase order against this Contract for same. A purchase order shall be considered duly issued if it is (a) issued directly to Contractor, and (b) in written or electronic form, in compliance with State procurement requirements.

5.2 Contractor shall reference the relevant, valid purchase order number on all invoices to UConn Health. A Contractor performing hereunder without a duly issued purchase order does so at Contractor’s own risk.

6. GOODS: DELIVERY AND INSTALLATION.

6.1 Delivery shall be made as ordered and in accordance with this Contract. Unless otherwise specified by UConn Health, delivery of Goods shall be DAP (Incoterms 2010) UConn Health West Receiving Dock, 263 Farmington Avenue, Farmington, CT 06030. Contractor shall utilize UConn Health’s inbound shipping accounts upon UConn Health’s request. The burden of proof of proper delivery shall rest with Contractor.

6.2 Time is of the essence in Contractor’s performance of this Contract. In order for the time of delivery to be changed, Contractor must submit a request in writing to an authorized representative of UConn Health’s Procurement Department.

6.3 Goods shall be securely and properly packed for shipment, according to accepted standard commercial practice, without extra charge for packing cases, baling or sacks. The containers shall remain the property of UConn Health unless otherwise stated in this Contract.

6.4 At the sole option of UConn Health, Goods may be subject to re-weighing on State sealed scales.

6.5 Installation shall be performed by Contractor in accordance with industry standards.

7. STANDARDS AND INSPECTION.

7.1 Contractor shall meet all Specifications, and shall cooperate with UConn Health to correct any deficiencies in the Goods or Services. The foregoing shall not be deemed a waiver of any other rights or remedies available to UConn Health.

7.2 UConn Health shall determine the manner of inspection to establish compliance with all Specifications. If any Goods or Services fail to meet the Specifications, UConn Health may, in its sole discretion, either reject them and owe nothing or accept them and pay for them on an adjusted price basis, as agreed to by the Parties based on the degree to which the Goods or Services meet the Specifications.

7.3 UConn Health may provide Contractor with written notice of acceptance. In the absence of written notice, acceptance shall not be deemed to occur until six (6) months following installation (“Inspection Period”) or first clinical use, if applicable. Neither payment, delivery, nor transfer of title shall constitute acceptance.

7.4 Contractor warrants the Goods and/or Services to be: (a) new; (b) free from defective material or workmanship; and (c) merchantable and fit for the purpose intended, and Contractor agrees to repair or replace (at UConn Health’s option) any Goods damaged during delivery and/or installation. Contractor’s additional warranties are attached hereto as Exhibit ___. The foregoing warranties, including any that are in attachments hereto, shall be valid for at least one (1) year, or for such longer period that may be stated in the attached warranty provisions (“Warranty Period”). For Goods with clinical application, the one (1) year period shall run from first clinical use of those Goods. During the Warranty Period, Contractor will provide services twenty four (24) hours per day, seven (7) days per week, as necessary, and will respond, on site, within four (4) hours to provide same (or within a shorter period if a shorter response time is set forth in the Solicitation, Proposal, attached warranty, or Contractor’s documentation).

7.5 Service provided after the Warranty Period shall be as set forth in Exhibit A.

8. CONTRACTOR QUALIFICATIONS AND STATUS. Contractor represents, for itself and any Contractor Parties, that they are fully experienced and properly qualified to provide the Goods and/or Services, and that they are, and will continue to be during the Term, properly licensed, equipped, organized and financed, at its/their own expense. Upon UConn Health’s request, Contractor shall submit to UConn Health a completed Service Organization Control (“SOC”) report in the format requested by UConn Health and copies of any current license(s) and registration(s) relevant to this Contract.

9. LABOR AND PERSONNEL.

9.1 At all times, Contractor shall utilize approved, qualified personnel necessary under this Contract. Contractor agrees not to subcontract any portion of this Contract without the prior written permission of UConn Health. Contractor shall advise UConn Health promptly, in writing, of any actual or anticipated labor dispute or other labor-related occurrence known to Contractor involving Contractor’s employees or subcontractors, which may reasonably be expected to affect Contractor’s obligations under this Contract. UConn Health shall then have the option to require Contractor to arrange for temporary employees or subcontractors satisfactory to UConn Health to provide Goods and/or perform Services otherwise to be delivered or performed by Contractor hereunder. Contractor shall assume full financial responsibility for any economic harm caused to UConn Health by such subcontract arrangement.

9.2 Contractor shall be responsible for maintaining a tranquil working relationship between Contractor’s work force and any State employees or other contractors present at the work site. Contractor shall quickly resolve all labor disputes which result from Contractor’s presence at the work site, or other action under its control. Labor disputes shall not be deemed to be sufficient cause to allow Contractor to make any claim for additional compensation for cost, expenses or any other loss or damage, nor shall those disputes be deemed to be sufficient reason to relieve Contractor from any of its obligations under this Contract.

9.3 Upon UConn Health’s request, Contractor shall reassign from this Contract any employee or representative whom UConn Health, in its sole discretion, determines is incompetent, dishonest or uncooperative. In requesting the reassignment of an employee under this paragraph, UConn Health shall give ten (10) Business Days’ notice to Contractor. Contractor will then have five (5) Business Days to attempt, if it so desires, to satisfy UConn Health that the employee should not be reassigned. UConn Health will then make a decision as to reassignment, in its sole discretion, which decision shall be final. Notwithstanding the foregoing, UConn Health reserves the right to require the immediate removal of any individual whom UConn Health reasonably believes, in its sole discretion, presents an immediate risk to the health, safety and/or reputation of UConn Health and its community.

10. TERMINATION.

10.1 Notwithstanding any other provisions in this Contract, UConn Health may terminate this Contract whenever UConn Health, in its sole discretion, determines that Termination is in the best interests of UConn Health or the State.

10.2 UConn Health shall notify Contractor in writing of Termination pursuant to this section. The Notice of Termination (“Notice”) shall specify the effective date of termination and the extent to which Contractor must complete its obligations under this Contract prior to such date.

10.3 Upon receiving the Notice from UConn Health, Contractor shall:

10.3.1 Immediately discontinue all Services affected in accordance with the Notice and deliver to UConn Health all Records in the format and manner directed by UConn Health; and

10.3.2 Take all actions necessary or appropriate to mitigate actual or potential costs or other losses caused by Termination. Except as directed in the Notice, Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments.

10.4 Upon Termination of this Contract, UConn Health shall, within forty-five (45) Calendar Days of the effective date of Termination, reimburse Contractor for Goods and/or Services accepted by UConn Health, in addition to all actual and reasonable costs incurred after Termination in completing any work required by the Notice. However, Contractor is not entitled to receive and UConn Health is not obligated to tender to Contractor any payments for anticipated or lost profits. Upon UConn Health’s request, Contractor shall: (a) assign to UConn Health or any replacement contractor designated by UConn Health, all subcontracts, purchase orders and other commitments, and (b) remove from UConn Health Premises any equipment, waste material and rubbish related to its performance of Contract obligations.

10.5 Upon Termination of this Contract, all rights and obligations shall be null and void, so that neither Party shall have any further rights or obligations to the other Party, except with respect to the sections which survive the Termination of this Contract.

10.6 Termination of this Contract pursuant to this section shall not be deemed to be a Breach of the Contract by UConn Health.

11. BREACH.

11.1 If either Party Breaches this Contract in any respect, the non-breaching Party shall provide written notice of such Breach to the breaching Party and afford the breaching Party an opportunity to cure the Breach within ten (10) Business Days from the date that the breaching Party receives such notice. Such right to cure period shall be extended if the non-breaching Party is satisfied that the breaching Party is making a good faith effort to cure, but the nature of the Breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Cancellation date if the Breach is not cured by the stated date and, unless otherwise modified by the non-breaching Party in writing prior to the Cancellation date, no further action shall be required of any Party to effect the Cancellation as of the stated date. If the notice does not set forth an effective Cancellation date, then the non-breaching Party may cancel this Contract by giving the breaching Party no less than twenty-four (24) hours prior written notice.

11.2 If UConn Health believes Contractor has Breached this Contract, it may withhold payment in whole or in part pending resolution of the Breach, provided that UConn Health notifies Contractor in writing prior to the date that the payment would have been due to Contractor. Contractor agrees to promptly reimburse UConn Health for costs, losses or expenses associated with cover purchases made by UConn Health as the result of Contractor’s Breach.

11.3 Nothing herein shall be deemed to waive UConn Health’s right to terminate the Contract pursuant to Section 10.

12. TRANSITION OBLIGATIONS. Upon Termination, Cancellation or Expiration of this Contract, Contractor will take reasonable steps to ensure a smooth transition as directed by UConn Health. UConn Health reserves the right to begin the process of transitioning to a different supplier thirty (30) to forty-five (45) Calendar Days prior to the Contract end date (whether due to Termination, Cancellation or Expiration), at no additional cost to UConn Health. Transition steps may include: (a) UConn Health bringing another supplier’s equipment on site for demonstration/testing; (b) Contractor’s attendance at meetings; (c) Contractor’s participation in a phased removal of Contractor’s Goods; and (d) Contractor’s securely eliminating UConn Health electronic data from Contractor’s equipment (collectively, “Transition Work”). Contractor shall not charge for any Transition Work.

13. unwanted Goods. Failure to promptly remove any Goods or other Contractor supplies/equipment (“Unwanted Goods”) from UConn Health’s location(s) at the direction of UConn Health shall mean that Contractor: (a) has voluntarily abandoned and relinquished all Title to such Unwanted Goods; (b) vests authority in UConn Health, without any further act required, to dispose of the Unwanted Goods; and (c) remises, releases and forever discharges UConn Health, the State, and their agents of and from all claims which Contractor, Contractor Parties and their respective successors or assigns, jointly or severally, ever had, now have or will have arising from the disposition of the Unwanted Goods in accordance herewith. Contractor shall promptly reimburse UConn Health for any costs incurred in connection with disposing of Unwanted Goods.

14. INTELLECTUAL PROPERTY. Each Party retains its existing rights in Existing Intellectual Property. UConn Health shall own all New Intellectual Property, unless UConn Health agrees in writing to the contrary. Contractor shall disclose and deliver to UConn Health upon request all New Intellectual Property. Contractor irrevocably assigns to UConn Health all right, title and interest to New Intellectual Property and agrees to reasonably assist UConn Health to secure and perfect UConn Health’s rights in same, including, without limitation, by executing documentation demonstrating UConn Health’s ownership and/or cooperating with UConn Health in defending and enforcing UConn Health’s rights. Contractor agrees that work products created pursuant to this Contract are “Works Made for Hire” (17 U.S.C. § 101) and Contractor waives all moral rights and all rights of privacy and publicity (to the extent permissible under applicable law) for such work product. Contractor hereby grants to UConn Health a worldwide, non-exclusive, perpetual, fully-paid, irrevocable, transferable license to its Existing Intellectual Property, to the extent needed to enable UConn Health to use the New Intellectual Property. Contractor shall have no rights in or to New Intellectual Property, unless such rights are explicitly stated in this Contract.

15. CONTRACTOR GUARANTIES.

15.1 Contractor shall be responsible for the entire performance under this Contract, regardless of whether Contractor itself performs.

15.2 Contractor shall be the sole point of contact concerning the management of this Contract, including performance and payment issues.

15.3 Contractor shall be solely and completely responsible for adherence by Contractor Parties to all applicable provisions of this Contract.

15.4 Contractor shall comply with all applicable UConn Health Policies and procedures, including (without limitation) those requiring individuals to check in upon arrival at the work site, wear identification badges, and successfully complete any background checks and/or certifications required by UConn Health; and Contractor shall bear any costs associated with such compliance.

15.5 Contractor shall exercise all reasonable care to avoid damage to UConn Health/State property or to property being made ready for UConn Health’s use, and to all property adjacent to any work site. Contractor shall promptly report any damage, regardless of cause, to UConn Health.

15.6 Contractor shall adhere to all contractual provisions regarding the confidentiality of records to which Contractor has access.

15.7 At UConn Health’s option, Contractor shall continue to perform its obligations under this Contract while any dispute concerning this Contract is being resolved.

15.8 Contractor shall execute and submit any and all applicable affidavits and certifications required by law.

15.9 Contractor shall not release any information concerning this Contract or refer to UConn Health for advertising or promotional purposes without UConn Health’s specific written consent.

15.10 Contractor represents and warrants that it and any Contractor Parties are duly and validly existing under the laws of their respective states of organization and authorized to conduct business in and with the State of Connecticut in the manner contemplated by this Contract.

15.11 Contractor shall comply with all applicable state and federal laws and municipal ordinances, and obtain and pay for all applicable licenses, permits and fees, in satisfying its obligations to UConn Health pursuant to this Contract.

15.12 Contractor represents and warrants that the execution, delivery and performance of this Contract will not violate, be in conflict with, result in a breach of or constitute a default under any: (a) provision of law, (b) order of any court or the State, or (c) agreement, to which it is a party or by which it may be bound.

15.13 Contractor represents and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any governmental entity in accordance with any applicable federal laws or state laws, and that they shall disclose to UConn Health immediately in writing any debarment, suspension, proposal for debarment, voluntary exclusion or other event that makes it an “Ineligible Person” at any time during the course of this Contract. An “Ineligible Person” is an individual or entity who: (a) is currently excluded, debarred, suspended, or otherwise ineligible to participate in the federal health care programs or in federal procurement or nonprocurement programs, or (b) has been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible.

15.14 Contractor represents and warrants that: (a) neither it nor any person who would perform under this Contract has within the three (3) years preceding this Contract been convicted of, or had a civil judgment rendered against it for, commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a transaction or contract with any governmental entity; and (b) neither it nor any person who would perform under this Contract is presently indicted for or otherwise criminally or civilly charged by a governmental entity with commission of any of the listed offenses.

15.15 Contractor represents and warrants that it has not within the three (3) years preceding this Contract had one or more contracts with any governmental entity cancelled for cause.

15.16 Contractor represents and warrants that it has not employed or retained or paid or agreed to pay any entity or person to solicit or secure this Contract, other than a bona fide employee working solely for it, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract.

15.17 Contractor represents and warrants that, to the best of its knowledge, there are no Claims involving Contractor or Contractor Parties that might reasonably be expected to materially adversely affect Contractor’s ability to perform fully under this Contract. During the Term, Contractor shall notify UConn Health in writing no later than ten (10) Calendar Days after Contractor is (or should have been) aware of any such Claims, and shall cause Contractor Parties to do the same.

15.18 Contractor represents and warrants that: (a) its participation in the Solicitation process (if any) was not a conflict of interest or a breach of ethics under the State’s Codes of Ethics set forth in Chapter 10 of the Connecticut General Statutes, and (b) it will continue to comply with all applicable requirements of the State’s Codes of Ethics.

15.19 Contractor represents and warrants that the Proposal, if any, for which the Contract was awarded was not made in connection or concert with any other person, entity or Proposer, including any Affiliate of the Proposer, submitting a Proposal for the same Goods or Services, and is in all respects fair and without collusion or fraud.

15.20 Contractor represents and warrants that it is able to perform under this Contract using its own resources.

15.21 Contractor represents and warrants that: (a) it has paid all applicable workers’ compensation second injury fund assessments concerning all previous work done in Connecticut, (b) it owes no unemployment compensation contributions, and (c) it is not delinquent in the payment of any taxes owed;

15.22 Contractor represents and warrants that it has a record of compliance with Occupational Health and Safety Administration regulations without any unabated, willful or serious violations.

15.23 Contractor represents and warrants that except to the extent modified or abrogated in this Contract, all Title shall pass to UConn Health upon complete Acceptance of the Goods or Services and payment by UConn Health.

15.24 Contractor agrees that if either Party terminates or cancels this Contract for any reason, it shall relinquish to UConn Health all Title to the Goods accepted and paid for (except to the extent any invoiced amount is disputed) by UConn Health.

15.25 Contractor represents and warrants that with regard to any third party products it provides, it shall transfer all licenses and/or warranties which it is permitted to transfer in accordance with the applicable third party license.

15.26 Contractor represents and warrants that it shall not copyright, register, distribute or claim any rights in or to the Goods after the effective date of this Contract without UConn Health’s prior written consent.

15.27 Contractor represents and warrants that it either owns or has the authority to use all Title of and to the Goods, and that such Title is not the subject of any encumbrances, liens or claims of ownership by any third party.

15.28 Contractor represents and warrants that the Goods and UConn Health’s use of Goods, do not infringe on or misappropriate any patent, trade secret or other intellectual property right of a third party.

15.29 Contractor represents and warrants that it shall assign to the State all right, Title and interest in and to all causes of action it may have under Section 4 of the Clayton Act, 15 U.S.C. § 15, or under Chapter 624 of the Connecticut General Statutes.

15.30 Contractor represents and warrants that it shall obtain a written contract with any Contractor Parties that includes all of the representations and warranties in this section and other relevant provisions of this Contract.

16. CONTRACTOR CHANGES.

16.1 Contractor shall notify UConn Health in writing no later than ten (10) Calendar Days from the effective date of any material adverse change in its financial status or any change in: (a) its certificate of incorporation or other organizational document; (b) more than a controlling interest in the ownership of Contractor; (c) the individual(s) in charge of the performance of the responsibilities of Contractor; or (d) licensure, whether by revocation, suspension or other restriction, or expiration.

16.2 Any such change(s) shall not relieve Contractor of responsibility for the accuracy and completeness of performance. UConn Health, after receiving written notice by Contractor of any such change, may require:

16.2.1 the execution of agreements, releases and other instruments evidencing, to UConn Health’s satisfaction, that any individuals retiring or otherwise separating from Contractor have been compensated in full or that provision has been made for compensation in full, for all work performed under terms of this Contract; and/or

16.2.2 a financial statement (or similar documentation, in the form reasonably requested by UConn Health) showing that Contractor remains financially solvent. Contractor shall deliver such documents to UConn Health in accordance with the terms of UConn Health’s written request.

16.3 The death of any Contractor Party (if applicable) shall not release Contractor from the obligation to perform under this Contract; the surviving Contractor Parties must continue to perform under this Contract until performance is fully completed.

17. LAWS AND REGULATIONS.

17.1 Governing Law. This Contract and any and all disputes arising out of or in connection therewith shall in all respects be governed by the laws of the State of Connecticut, without giving effect to its conflicts of laws principles.

17.2 Interpretation. This Contract contains numerous references to statutes and regulations. For purposes of interpretation, conflict resolution and otherwise, the content of those statutes and regulations shall govern over the content of the reference in this Contract to those statutes and regulations.

17.3 Public Record. This Contract is discoverable under the Freedom of Information Act (Chapter 14 of the Connecticut General Statutes), and all corresponding rules, regulations and interpretations (collectively “FOIA”) and as such, will not be treated as confidential information. Contractor will provide, promptly upon request of UConn Health, copies of Contractor’s records and files related to Contractor’s performance hereunder, as such records and files are subject to and may be disclosed pursuant to FOIA.

17.4 Tangible Personal Property. If this Contract involves Contractor’s provision of tangible personal property, Contractor shall comply with the provisions of Conn. Gen. Stat. § 12-411b.

17.5 Compliance with Laws. The Parties specifically intend to comply with all applicable laws, rules and regulations, including (a) the federal anti-kickback statute (42 U.S.C. § 1320a-7(b)) and related safe harbor regulations; and (b) the Limitation on Certain Physician Referrals, also referred to as the “Stark Law” (42 U.S.C. § 1395 (n)). Accordingly, no part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services; nor are any payments intended to induce illegal referrals of business.

17.5.1 Contractor represents and warrants to UConn Health that neither it nor any affiliate of it has entered into any direct or indirect relationship with a third party for the purpose of providing services hereunder wherein such third party is directly or indirectly compensated or receives remuneration of any kind on the basis of the volume or value of referrals that it makes to UConn Health for “designated health services” as defined by 42 C.F.R. § 411.351. Contractor shall indemnify, defend and hold harmless UConn Health, the State of Connecticut and their respective officers, directors, members, employees, and agents from and against any and all claims, liabilities, obligations, losses, judgments, fines, assessments, penalties, awards, statutory damages, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising out of Contractor’s breach of the representation and warranty made herein.

17.5.2 In the event that any part of this Contract is determined to violate federal, state, or local laws, rules, or regulations, the Parties agree to negotiate in good faith revisions to the violative provision(s). If the Parties are unable to agree to new or modified terms as required to bring the Contract into compliance, either Party may terminate this Contract upon fifteen (15) Calendar Days written notice to the other Party.

17.6 Sovereign Immunity. The Parties acknowledge and agree that nothing in this Contract shall be construed as a modification, compromise or waiver of any rights or defenses of any immunities provided by federal or state law to UConn Health, the State of Connecticut, or their respective agencies, departments, officers or employees. To the extent that this section conflicts with any other section, this section shall govern.

17.7 Claims Against the State/Venue. Contractor agrees that the sole and exclusive means for the presentation of any Claim against UConn Health or the State arising from this Contract shall be in accordance with Chapter 53 of the Connecticut General Statutes (Claims Against the State) and Contractor further agrees not to initiate legal proceedings in any state or federal court in addition to, or in lieu of, said Chapter 53 proceedings. Notwithstanding and without waiving the foregoing, and without waiving or compromising the State’s sovereign immunity or immunity provided under the Eleventh Amendment of the Constitution in any way, to the extent that any immunities provided by state or federal law do not bar an action against UConn Health or the State, and to the extent that these courts are courts of competent jurisdiction, for the purpose of venue, any permitted action against UConn Health or the State shall be brought only in the Judicial District of Hartford or the United States District Court for the District of Connecticut, and shall not be transferred to any other court. Contractor waives any objection it may have to the laying of venue of any Claims in any forum and further irrevocably submits to such jurisdiction in any suit, action or proceeding.

17.8 Summary of State Ethics Laws. Pursuant to the requirements of Conn. Gen. Stat. § 1101qq , the summary of State ethics laws developed by the State Ethics Commission pursuant to Conn. Gen. Stat. § 1-81b is incorporated by reference into and made a part of this Contract as if the summary had been fully set forth herein.

17.9 Americans with Disabilities Act. Contractor shall be and remain in compliance with the Americans with Disabilities Act of 1990 (“ADA”), to the extent applicable, during the Term of this Contract. UConn Health may cancel this Contract if Contractor fails to comply with the ADA.

17.10 Whistleblowing. This Contract may be subject to the provisions of Conn. Gen. Stat. § 461dd , which applies to “large state contracts” having a value of five million dollars ($5,000,000) or more. In accordance with this statute, if an officer, employee or appointing authority of Contractor takes or threatens to take any personnel action against any employee of Contractor in retaliation for such employee’s disclosure of information to any employee of UConn Health, the State of Connecticut Auditors of Public Accounts or the State of Connecticut Attorney General under the provisions of subsection (a) of the statute, Contractor shall be liable for a civil penalty of not more than five thousand dollars ($5,000) for each offense, up to a maximum of twenty (20) percent of the value of this Contract. Each violation shall be a separate and distinct offense and, in the case of a continuing violation, each Calendar Day’s continuance of the violation shall be deemed to be a separate and distinct offense. UConn Health may request that the Attorney General bring a civil action in the Superior Court for the Judicial District of Hartford to seek imposition and recovery of such civil penalty. If Contractor is a “large state contractor” as defined by Conn. Gen. Stat. § 4-61dd, Contractor shall post a notice of the statutory provisions relating to large state contractors in a conspicuous place which is readily available for viewing by Contractor’s employees.

17.11 Federal False Claims Act. The Federal False Claims Act (“FCA”) imposes civil penalties on people and companies who “knowingly” (as that term is defined in the FCA) submit a false claim or statement to a federally funded program, or otherwise conspire to defraud the government. The FCA extends to any payment requested of the federal government, and specifically applies to billing and claims sent from UConn Health to any government payer program, including Medicare and Medicaid. The FCA also contains provisions intended to protect individuals who report suspected fraud. Under the FCA, any person or company that submits a false claim or statement to the government may be assessed a fine for each such false claim submitted, regardless of size, and may also be charged additional penalties. (Refer to the following documents for further information: Section 6032 of the Deficit Reduction Act of 2005; 31 U.S.C. §§ 3729-3733 and 3801-3812; Conn. Gen. Stat. §§ 31-51m, 53a-290 et seq., and 17b-127.)

17.12 Executive Orders. This Contract may be subject to the provisions of: Executive Order No. 49 of Governor Dannel P. Malloy, promulgated May 22, 2015, mandating disclosure of certain gifts to public employees and contributions to certain candidates for office; Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning procurement of cleaning products and services; Executive Order No. Sixteen of Governor John G. Rowland promulgated August 4, 1999, concerning violence in the workplace; Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February 15, 1973, concerning the listing of employment openings; and Executive Order No. Three of Governor Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment practices. If Executive Order 14 and/or Executive Order 49 are applicable, they are deemed to be incorporated into and are made a part of this Contract as if they had been fully set forth herein. At Contractor’s request, UConn Health shall provide Contractor with a copy of these Executive Orders.

17.13 Campaign Contribution Restriction. For all State contracts as defined in Conn. Gen. Stat. § 9-612 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 Contract 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, as set forth in “Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitations” (Rev. 07/18) reprinted below.

Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitations

This notice is provided under the authority of Connecticut General Statutes § 9-612(f)(2) and is for the purpose of informing state contractors and prospective state contractors of the following law (italicized words are defined below).

CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS

No state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder, of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee (which includes town committees). In addition, no holder or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. On and after January 1, 2011, no state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall knowingly solicit contributions from the state contractor’s or prospective state contractor’s employees or from a subcontractor or principals of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee.

DUTY TO INFORM

State contractors and prospective state contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof.

PENALTIES FOR VIOLATIONS

Contributions or solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties:

Civil penalties—Up to $2,000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties of up to $2,000 or twice the amount of the prohibited contributions made by their principals.

Criminal penalties—Any knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more than 5 years, or not more than $5,000 in fines, or both.

CONTRACT CONSEQUENCES

In the case of a state contractor, contributions made or solicited in violation of the above prohibitions may result in the contract being voided. In the case of a prospective state contractor, contributions made or solicited in violation of the above prohibitions shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. The State shall not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation.

Additional information may be found on the website of the State Elections Enforcement Commission, www.ct.gov/seec . Click on the link to “Lobbyist/Contractor Limitations.”

DEFINITIONS

“State contractor” means a person, business entity or nonprofit organization that enters into a state contract. Such person, business entity or nonprofit organization shall be deemed to be a state contractor until December thirty-first of the year in which such contract terminates. “State contractor” does not include a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person’s capacity as a state or quasi-public agency employee.

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