Model Service Agreement for Facilities (OGC 4.3.25).pdf

Model Service Agreement For Facilities Approved by OGC 4/3/25

SERVICE AGREEMENT

For

Contract No. [__________]

This Agreement is by and between the University of Connecticut (the “University”) and [_________]., a [_______] having an office at [______] (the “Contractor”).

WITNESSETH

WHEREAS, the University desires to engage a contractor to perform certain services in and around certain of its facilities at certain of its locations; and

WHEREAS, the University has selected the Contractor under the University’s procurement procedures for the award of the Contract for such services; and

WHEREAS, the Contractor and the University wish to enter into this Agreement for the purposes of memorializing all of the terms and conditions pursuant to which the Contractor will provide such services to the University.

NOW THEREFORE, for valuable consideration and the mutual promises herein set forth, the University and the Contractor hereby agree as follows:

I. DEFINITIONS

“Additional Services” shall mean services outside of the scope of the Base Services that are requested in writing by the University’s Representative.

“Agreement” or “Contract” shall mean this Agreement and all exhibits and schedules hereto.

“Base Services” shall mean all of the services described in Exhibit A to this Agreement along with all services necessarily attendant thereto.

“Claims” shall mean 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.

“Contractor’s Representative” shall mean that person identified as Contractor’s Representative in Article IX, Section B.

“Effective Date” shall mean the date that this Agreement is fully executed.

“Equipment” shall mean the equipment, tools, materials and supplies brought onto University property by or on behalf of the Contractor for the purposes of performing the Services but which

Approved by OGC 4/3/25 shall remain the property of the Contractor and removed when the Service for which they are to be used is complete.

“Key Personnel” are the individuals identified by name and position on Exhibit C.

“Laws” shall mean any and all applicable statutes, laws, ordinances, regulations, codes, rules, standards, and/or orders applicable to the Services, the location of the Services, and/or the Agreement. For the avoidance of doubt, and not to limit the foregoing, “Laws” shall include, without limitation, all applicable sections within Titles 1, 4a, and 22a to the Connecticut General Statutes; all applicable National Fire Protection Association (NFPA) Codes (such as NFPA 72, 72H, 80, 90A and/or any others that may apply), latest revision accepted by the State Fire Marshall, Connecticut Fire Safety Codes (CFSC) and Connecticut Fire Prevention Code, latest revisions, to include the National Electrical Code, International Building Codes, International Mechanical Code and International Existing Building Code, latest revisions accepted by Connecticut State Building Code; and all applicable ordinances, laws, codes, rules, orders, and/or standards issued or enforced by the Occupational Safety and Health Administration (OSHA), Underwriters Laboratories (UL), the Connecticut Commission on Human Rights and Opportunity (CHRO), the Connecticut Equal Employment Opportunity Commission (EEOC), and/or the Joint Commission on Accreditation of Healthcare Organizations.

“Services” shall mean all of the Base Services and any Additional Services to be performed under this Agreement.

“Service Locations” shall mean those locations set forth on Exhibit B.

“Term” is defined in Article II.A.

“University and its Representatives” shall mean the University and its officers, representatives, agents, employees, and their respective successors, heirs, executors and assigns.

“University’s Representative” shall mean the person identified in Article IX, Section A.

“Work Product” shall mean all materials (including works in progress) created by Contractor in connection with its performance of the Services.

II. TERM OF AGREEMENT

A. Term. The term of this Agreement shall commence on [_______] and shall continue until and including [______] (the “Term”) unless sooner terminated in accordance with this Agreement.

This Agreement shall supersede any previous agreements regarding the performance of the Services hereunder and, to the extent that any Services were performed prior to the Effective Date, such Services shall be governed by and subject to the terms and conditions of this Agreement.

B. Amendment Terms.

Revisions to this Agreement must be made by written amendment executed by both parties and, if required, approved by the Office of the Attorney General, prior to the expiration of the Term of this Agreement.

III. SCOPE OF SERVICES AND QUALITY OF PROCESS

A. Scope of Services.

1. Services. Throughout the Term of this Agreement, the Contractor shall provide the Base Services at the Service Locations, all in accordance with this Agreement.

Conklin, Laurie Optional Language: In the event some or all of the Services are not completed upon the expiration of the aforementioned Term, the University may extend the Term, at no additional cost to the University, by written notice to Contractor. Upon such extension, the period of such extension shall be considered part of the Term for the purposes of this Agreement and all such terms and conditions contained in this Agreement shall remain in effect during such period.

2. Inclusions. Except as otherwise expressly set forth herein, the Contractor shall provide, all labor (including any required training, licensing and certification), supervision, equipment, tools, parts, materials, and supplies, which are required to perform the Services under this Agreement.

B. Quality of Process. The Services shall be performed in a good and workmanlike manner and in compliance with this Agreement, all Laws, the rules, policies and procedures of the University, and all codes standards and specifications as may be applicable to the Services including, without limitation, the University’s Contractor EHS Manual, a copy of which can be found online at the following URL, https://media.ehs.uconn.edu/PoliciesProceduresForms/ContractorEHSManual.pdf, and other standards and requirements as set by the University and communicated from time to time by the University’s Representative to the Contractor.

C. Cooperation with Others.

The University may, in its sole discretion, engage or employ the services of others to perform work that may or may not be related to the Services. In the performance of the Services, Contractor shall afford its full cooperation and coordinate its work with the work of these other contractors as may be required.

D. Delivery and Use of Vehicles on University Property.

It is preferable that deliveries be made with straight bodied trucks. Driving on sidewalks located on University property, unless otherwise posted, is forbidden. In those areas where sidewalk driving is permitted, Contractor’s drivers will employ adequate care so as to avoid driving on adjacent green spaces. Contractor shall strictly obey all traffic laws, always yield to pedestrians, and shall not drive more than 25 miles per hour on the University’s campus. The Contractor shall measure all access routes to intended delivery areas, and notify the University of any anticipated delivery difficulties prior to scheduling and coordinating the delivery with the appropriate University representative.

E. Equipment and Supplies.

1. Equipment.

a. All Equipment necessary or required by the University to perform the Services will be provided by the Contractor at its own expense.

b. The University, without limitation, reserves the right to require that (i) specific Equipment be used to perform the Services and (ii) the Contractor purchase Equipment that the University reasonably deems necessary to perform the Services.

c. All Equipment shall be in good operating condition.

d. The Contractor shall be responsible for providing and maintaining all Equipment.

e. The Contractor shall maintain an adequate supply of Equipment at all times and shall keep enough emergency equipment on-site to respond to emergencies.

f. In the event the Contractor fails to maintain a supply of Equipment as required under this Section, the University reserves the right to (without being obligated to do so) supply the necessary Equipment and to withhold the costs thereof from amounts otherwise due to the Contractor under this Agreement.

2. Maintenance and Storage. The Contractor is responsible for keeping all supplies in its control and all Equipment, including personal protective equipment, well maintained and compliant with Laws and shall check the same periodically for safety hazards. All supplies in the Contractor’s control and all Equipment shall be stored out-of-sight in the appropriate designated area(s) when not in use. The Contractor is responsible for using all products as indicated by the manufacturer.

3. Compliance. The Contractor shall comply with all Laws, including OSHA requirements, and maintain the appropriate Safety Data Sheets (“SDS”) wherever it uses and/or stores chemicals on University property. The Contractor will also provide the University’s Representative with a composite manual on each SDS. The SDS shall be kept current. Upon request, the Contractor shall submit a written list of all supplies with attached SDS intended for use in the Service Areas. All chemicals and supplies must be properly labeled and stored according to OSHA regulations. Supplies and chemicals shall be discussed during the semi-annual vendor review meeting, to include topics such as: reporting, cost reduction, supply distribution, usage, standardization and green cleaning. The Contractor shall work with the University on an ongoing basis to test new supplies, methods, processes and consumables to develop program improvements.

IV. COMPENSATION

A. Maximum Amount Payable under this Agreement: $[______]

B. Payment.

1. Basis for Payment/Rates.

(a) Base Services: In consideration of the performance of the Base Services for the

Term, the Contractor shall receive the compensation set forth on Exhibit D.

(b) Additional Services: In consideration of the performance of Additional Services requested and performed in accordance with this Agreement, the Contractor shall be compensated as set forth on Exhibit D.

(c) The compensation described above shall fully compensate the Contractor for all labor, supervision, Equipment, materials, and all other costs and expenses which are required to perform the Services in accordance with the terms and conditions of this Agreement. Details of service not explicitly stated in this Agreement, but necessarily attendant to the performance of Services, are expressly included as a part of the Services to be performed by the Contractor under this Agreement.

2. Procedure for Payment. The Contractor shall submit monthly invoices for payment including such detail and information as is required by the University. The invoiced amount shall be based on the Services performed in the period covered by the invoice.

The Contractor shall submit such invoices no later than the 15th day of each month during the Term of this Agreement for Services provided in the previous month and the University shall pay such invoices within forty-five (45) days after receipt of a properly submitted invoice along with all supporting documentation and information required under this Agreement, unless otherwise directed by the University. If required, the Contractor shall submit a certified payroll record, utilizing the form furnished by the Connecticut Department of Labor. The certified payroll shall be submitted monthly with a Statement of Compliance to the University.

3. Unless otherwise agreed by the University, if the University pays an invoice within fifteen (15) days of receipt, the University shall be entitled to a discount in the amount of two percent (2%) of the invoiced amount.

4. Withholding of Payment. If the University believes that the Contractor has not performed according to this Agreement, the University may withhold payment in

Approved by OGC 4/3/25 whole or in part pending resolution of the performance issue, provided that the University notifies the Contractor in writing of its intent to do so.

C. Supporting Documentation and Information Required.

1. Requirements. Along with each invoice submitted to the University, the Contractor shall submit the following supporting documentation and/or information

(a) A description of each of the Services performed for which payment is requested;

(b) The date of performance of each of such Services;

(c) As to any Service which was requested by anyone other than the University

Representative, or which required the University’s pre-approval, the name of the person who made the request or provided the approval and the date of Contractor’s receipt of such request and/or approval, as applicable;

(d) If required by Connecticut General Statutes § 31-53, a certified payroll record and certified statement of compliance, utilizing the forms furnished by the Connecticut Department of Labor; and

(e) Such other information and/or documentation as the University may request.

D. Travel and Other Expenses.

The University shall not be responsible for the payment or reimbursement of any of

Contractor’s travel or other expenses.

E. Annual Appropriation.

The State of Connecticut’s and the University’s performance and obligations to pay for Services under this Agreement are contingent upon an annual appropriation by the Connecticut State Legislature in an amount sufficient to compensate the Contractor for Services hereunder for the subject year.

V. TIMING OF SERVICES

A. University Notification/Response Time.

1. Coordination of Service. The Contractor shall coordinate the scheduling of all

Services with the University’s Representative.

2. Timing of Service. The Base Services shall be performed when and as provided in

Exhibit A. Except as otherwise specified below, in Exhibit A, or as otherwise requested by the University; the Services shall be performed Monday through Friday (excluding State Holidays) between the hours of 8:00am and 5:00pm Eastern Time.

Upon the University’s request, the Contractor will, without any entitlement to any increase in compensation for Services as described in this Agreement, perform Services outside these hours and on Saturdays and Sundays in order to avoid disruption in the University’s operations.

B. Call Center and Response Time.

The Contractor shall continuously maintain a telephone number (preferably toll free but not required) for the University where University personnel are able to speak directly to a live person or are able to leave a voice mail message. The Contractor shall respond to such calls/voice mail messages as specified in Exhibit A.

C. University’s Right to Substitute Performance.

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The University shall have the right, in its sole discretion, at any time and for any reason, to engage another contractor to perform any part of the Services under this Agreement.

D. Performance of Services.

The Contractor shall be responsible for the completion of the Base Services when and as required by the terms and conditions of this Agreement. For those Services that are required to be performed on a particular schedule that have not been scheduled with the University Representative, the Contractor shall provide at least forty-eight (48) hours prior notice to the University Representative prior to performing such Services. The University has the option to instruct the Contractor not to perform any Service which would be required under this Agreement by written notice to the Contractor and the Contractor shall not be entitled to payment for such Service.

VI. CONTRACTOR AND STAFFING QUALIFICATIONS

A. Staffing.

1. General Administrative Requirements.

(a) The Contractor shall provide an adequate level of staffing for provision of the Base

Services as outlined in this Agreement and shall ensure that a sufficient (but not excessive) number of persons are assigned and utilized to complete the Base Services (and any Additional Services) in a safe and adequate manner. Where the Contractor’s compensation is based on time and materials, the University reserves the right to audit and refuse to process payment should there be findings associated with excessive hours to perform the required task or an excessive number of persons utilized to complete the necessary task.

(b) Except as expressly set forth herein, any person assigned by the Contractor to perform Services under this Agreement shall be a full-time employee of the Contractor, appropriately trained, qualified and licensed/certified to perform the Services. The Contractor shall at all times enforce strict discipline and good order among the Contractor’s employees and subcontractors and no person who is unfit or unskilled in the task assigned shall be utilized to perform that task. The Contractor shall remove incompetent or incorrigible persons from the Services, when so determined by the University, and such persons shall be prohibited from returning to the Service Location or participating in a University project without written consent of the University.

(c) The Contractor shall not subcontract any Services under this Agreement without the prior written consent of the University’s Representative. All subcontractor personnel shall carry personal identification and evidence of such license and/or certification, as applicable, at all times while on University property and be prepared to provide such identification and evidence to University personnel upon request. Any subcontractors hired directly or indirectly by the Contractor must be named prior to the start of work. Furthermore, the Contractor must review the subcontractor(s) Experience Modification Rate (EMR), OSHA record, and safety program and shall not enter into any subcontract, or allow any subcontract for the Services to be entered into, with an entity with an EMR of 1.0 or greater, outstanding OSHA violations or actions, or an inadequate safety program. The Contractor shall require the subcontractor to sign and submit Contractor EHS manual affidavit forms satisfactory to the University prior to starting Services. For specialized emergency work, such as restoration after a fire, some or all these prerequisites may be waived by the University’s Representative in writing; provided, however, that in such event, the Contractor

Approved by OGC 4/3/25 shall be responsible for providing full-time supervision of the relevant subcontractor(s).

(d) The Contractor shall not assign or permit any person to perform Services under this Agreement if such person was previously an employee of the University and whose employment was terminated by the University for cause.

(e) The Contractor shall be responsible for the acts and omissions of all the

Contractor’s employees and all subcontractors, their agents and employees as well as all other persons performing any of the Services under this Agreement by, for, on behalf of, or for the benefit of the Contractor.

(f) The Contractor represents and warrants that all of the Contractor’s employees that perform Services will be either citizens of the United States or legally eligible to work in the United States. The Contractor represents and warrants that it complies, and will continue to comply, with all applicable immigration laws and regulations.

(g) In the event an employee of the Contractor reports or complains of any type of harassment from a University staff member or another of the Contractor’s employees, then the incident is to be immediately reported to the University. In addition, if at any time an employee of the Contractor is asked to do anything outside the scope of this Agreement, then the incident is to be immediately reported to University Procurement Services. Furthermore, the University will not allow any employee of the Contractor to do any personal work, paid or as a favor, for anyone with influence over the management of this Agreement. The Contractor shall report any incidents in violation of the preceding sentence to University Procurement Services in a timely manner.

B. Key Personnel.

1. The Contractor shall assign any personnel listed on Exhibit C to the Services, which personnel shall, without limitation, perform any duties assigned to such personnel on Exhibit C.

2. For the Term of this Agreement, the Key Personnel shall participate in the performance of Services in the capacities identified on Exhibit C.

3. No person may be in a supervisory position over a family member and/or person with a significant personal relationship to such supervisor.

4. The Contractor shall maintain a record of the name, address, and date of hire of each member of its personnel providing Services and shall provide such records to the University’s Representative.

C. Wages.

1. The Contractor shall comply with the laws and regulations of the State of Connecticut, including, without limitation, the requirements of Connecticut General Statutes §31-57f as regards the payment of wages and applicable wage rates. It is the responsibility of the Contractor to monitor wage rates issued by the Connecticut Department of Labor to ensure that employees are paid the applicable and most current Standard Wage Rates provided by the Connecticut Department of Labor. The Contractor should contact the Connecticut Department of Labor with any questions at: www.ctdol.state.ct.us.

http://www.ctdol.state.ct.us/

Approved by OGC 4/3/25

2. If a University project for which Services are provided is subject to prevailing wage under Connecticut General Statutes §31-53, then Contractor will be required to quote the project at the prevailing wage rate and the following shall apply:

(a) The wages paid on an hourly basis to any person performing the work of any mechanic, laborer or worker on the work herein contracted to be done and the amount of payment or contribution paid or payable on behalf of each such person to any employee welfare fund as defined in Subsection (i) of Section 31-53 of the Connecticut General Statutes, shall be at a rate equal to the rate customary or prevailing for the same work in the same trade or occupation in the town in which such public works project is being constructed. Any contractor who is not obligated by agreement to make payment or contribution on behalf of such persons to any such employee welfare fund shall pay to each mechanic, laborer or worker as part of such person’s wages the amount of payment or contribution for such person’s classification on each payday.

(b) Wage Rates will be posted each July 1st on the Department of Labor

Website: www.ctdol.state.ct.us. Such prevailing wage adjustment will not be considered a matter for an annual contract amendment.

(c) Wage rates shall be paid pursuant to Section 31-53 and 31-54 of the Connecticut

General Statutes, and any regulations issued hereunder.

(d) Prior to the commencement of Services, the Contractor shall submit evidence to the University of its compliance with the requirements of Connecticut General Statutes §31-53b.

(e) It shall be the Contractor’s responsibility to monitor wage rates issued by the

Connecticut Department of Labor and ensure that non-supervisory employees are paid the most current wage and benefit rate.

3. The Contractor shall comply with any wage obligations owed to its employees under any collective bargaining agreement.

D. Training and Supervision.

1. The personnel employed by the Contractor shall be capable employees, trained and qualified in the Services. All personnel will receive close and continuing first-line supervision by the Contractor.

2. The Contractor’s employees must wear identifiable uniforms approved by the

University and name tags that include the Contractor’s name, the employee’s full name, and the employee’s picture and must carry UConn-issued identification. The Contractor’s employees must also wear proper personal protective equipment whenever appropriate. The Contractor shall supply all such uniforms and personal protective equipment.

3. All the Contractor’s employees shall utilize computerized time clocks provided by the

Contractor to clock in and out. The University shall have access to the headcount information at all times. The Contractor shall also maintain a sign-in sheet, which shall document name, sign-in/out time, and key issuance. The Contractor shall ensure that the clock-in/out process is accurate, effective and efficient.

https://na01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.ctdol.state.ct.us%2F&data=02%7C01%7Cleslie.cote%40uconn.edu%7C32f137693e874123504208d665f3b8a6%7C17f1a87e2a254eaab9df9d439034b080%7C0%7C0%7C636808494779370169&sdata=HdTCiPR63J32XirfKY5Zghxc2lEgJWHqKz2en3fzGMc%3D&reserved=0

4. The Contractor’s personnel will interact with University employees in a friendly and courteous manner. Personnel will not engage in inappropriate conduct such as borrowing money from University employees, students, or visitors, and will not use State owned telephones for personal calls, argue on the job, conduct outside business at University locations, use University equipment or supplies for personal reasons or to satisfy responsibilities of the Contractor under this Agreement, or take University materials, equipment, or supplies, including those belonging to employees, for any reason. The Contractor’s personnel will not accept gifts or gratuities from anyone at the University for any reason. The University has the right to, at its judgment, remove, or require the removal of, any of the Contractor’s personnel from any University location.

5. When notified by the University of an act of theft or dishonesty by the Contractor’s personnel, and such act is not reasonably in dispute, the Contractor shall immediately reimburse the University for the amount of the University’s resulting loss without waiting for any potential reimbursement or recovery from the Contractor’s fidelity carrier.

6. The Contractor shall ensure that its personnel receive training necessary to properly perform the Services. Such training shall be consistent with this Section 6; provided, however, that the University may request any such training as it reasonably deems appropriate. Evidence of training must be provided upon request of the University.

a. Training shall be provided to an employee prior to such employee commencing

Services and shall be refreshed at appropriate intervals or as otherwise requested by the University. All such training shall be at no cost to the University. The University’s Representative must approve all training programs.

b. Without limiting the forgoing, to the extent applicable to the Services, training shall include: (i) blood-borne pathogen training, (ii) asbestos awareness training, (iii) appropriate chemical “hazard” communication training, (iv) workplace safety training, (v) orientation to the area(s) being serviced, (vi) green training, (vii) trash compactor training, (viii) radiation safety training, and

(ix) electrical safety training.

c. At times special circumstances may arise in which the University would require that the responsibilities of one or more members of the Contractor’s personnel change for a short period of time. As such, the Contractor shall ensure that personnel are trained to be flexible and able to handle special circumstances as they arise.

7. The Contractor’s supervisors must all be able to speak, read and write fluent English.

VII. OBLIGATIONS OF THE UNIVERSITY

A. Access.

The University shall provide the Contractor and its staff with access to the Service Locations for the purposes of performing the Services. Contractor shall be strictly limited in access to those portions of the University property directly required for the performance of the Services.

B. University’s Rules and Regulations.

Approved by OGC 4/3/25

The University shall provide the Contractor with access to all applicable University rules and regulations and inform the Contractor of any regulatory or operational changes impacting the delivery of the Services to be provided pursuant to this Agreement.

VIII. CONTRACTOR’S REPRESENTATIONS, WARRANTIES AND GUARANTIES

A. Representations and Warranties. Without limiting the other representations, warranties, or obligations of the Contractor hereunder, the Contractor represents and warrants to the University, which representations and warranties shall survive the termination of this Agreement, that:

1. The Contractor is a business entity operating under the name in the opening paragraph of this Agreement; is duly organized, validly existing and in good standing under the laws of the State of ____________; and is authorized to conduct business in the State of Connecticut in the manner contemplated by this Agreement.

2. The individual signing this Agreement on behalf of the Contractor certifies that s/he has full authority to execute the same on behalf of the Contractor and that this Agreement has been duly authorized, executed and delivered by the Contractor and is binding upon the Contractor in accordance with its terms.

3. The Contractor will comply with all applicable Laws in satisfying its obligations to the

University under and pursuant to this Agreement.

4. The Contractor’s execution, delivery and performance of the Contract will not violate, be in conflict with, result in a breach of or constitute (with or without due notice and/or lapse of time) a default under any of the following, as applicable: (a) any provision of any of the Laws; (b) any order of any court or the State; or (c) any indenture, agreement, document or other instrument to which it is a party or by which it may be bound.

5. The Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from contracting with the State of Connecticut or any agency thereof, including without limitation, as a result of any action of the Commission on Human Rights and Opportunities or the Connecticut State Labor Commissioner.

6. As applicable, the Contractor has not, within the three (3) years preceding the date of this Agreement, in any of its current or former jobs, been convicted of, or had a civil judgment rendered against it or against any person who would perform Services under this Agreement, 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. This includes, but is not limited to, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. The Contractor is not presently indicted for or otherwise criminally or civilly charged by any governmental entity with commission of any of the offenses listed above.

7. The Contractor has not within the three (3) years preceding the date of this Agreement had one or more contracts with any governmental entity terminated by such entity due to any breach by the Contractor.

8. The Contractor is able to perform under this Agreement using the Contractor’s own resources or the resources of a party who was not a bidder for the Services.

Approved by OGC 4/3/25

9. The Contractor has paid all applicable workers’ compensation second injury fund assessments concerning all previous work done in the State of Connecticut.

10. The Contractor has a record of compliance with Occupational Health and Safety

Administration regulations without any unabated willful or serious violations.

11. The Contractor owes no unemployment compensation contributions.

12. The Contractor is not delinquent in the payment of any taxes owed, or, that the

Contractor has filed a sales tax security bond, and the Contractor has, if and as applicable, filed for motor carrier road tax stickers and has paid all outstanding road taxes;

13. All of the Contractor’s vehicles have current registrations and, unless such vehicles are no longer in service, the Contractor shall not allow any such registrations to lapse.

Such vehicles shall be fully insured in accordance with the provisions of Sections 14- 12b, 14-112 and 38a-371 of the Connecticut General Statutes, as amended, in the amounts required by the said sections or in such higher amounts as have been specified by Connecticut Department of Motor Vehicles or as required by provisions imposed by the law of the jurisdiction where the motor vehicle is registered. Each person who uses or operates a motor vehicle at any time in the performance of this Agreement for the Contractor shall have and maintain a motor vehicle operator’s license or commercial driver’s license of the appropriate class for the motor vehicle being used or operated. Each such license shall bear the endorsement or endorsements required by the provisions of Section 14-36a of the Connecticut General Statutes, as amended, to operate such motor vehicle, or required by substantially similar provisions imposed by the law of another jurisdiction in which the operator is licensed to operate such motor vehicle. The license shall be in valid status, and shall not be expired, suspended or revoked by Connecticut Department of Motor Vehicles such other jurisdiction for any reason or cause. Each motor vehicle shall be in full compliance with all of the terms and conditions of all provisions of the Connecticut General Statutes and regulations, or those of the jurisdiction where the motor vehicle is registered, pertaining to the mechanical condition, equipment, marking and operation of motor vehicles of such type, class and weight, including, but not limited to, requirements for motor vehicles having a gross vehicle weight rating of 18,000 pounds or more or motor vehicles otherwise described by the provisions of Conn. Gen.

Stat. § 14-163c(a) and all applicable provisions of the Federal Motor Carrier Safety Regulations, as set forth in Title 49, Parts 382 to 399, inclusive, of the Code of Federal Regulations.

B. Guarantees. Without limiting the other guarantees or obligations of the Contractor hereunder, the Contractor hereby guarantees, which guarantees shall survive the termination of this Agreement, that the Contractor shall:

1. Perform fully under this Agreement;

2. Guarantee the Services (including without limitation all of the parts and equipment used in connection therewith) against defective material or workmanship;

3. Furnish adequate protection from damage to any University property and to promptly and properly repair damage of any kind, arising from the act or omission of the Contractor or any person for whom the Contractor is responsible;

4. With respect to the provision of the Services, pay for all permits, licenses and fees and give all required or appropriate notices; and

Approved by OGC 4/3/25

5. Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.

C. Warranty

1. Workmanship and Materials: All equipment, materials and labor provided under this contract shall be warranted by the providing Contractor. Equipment and material warranties are the responsibility of the Contractor.

a. Contractor shall warranty all work performed under this contract for a period of one (1) year from the completion date of services provided.

b. If during the one (1) year period of warranty, any part installed under the contract fails or does not function properly due to any fault in materials, workmanship or installation, the Contractor shall, under notice from the University promptly proceed to repair or replace the faulty item at no cost to the University.

c. One (1) year is the minimum material and equipment warranty period, if the manufacturer warranty period exceeds this minimum the longer term shall prevail.

IX. CONTRACT MANAGEMENT AND COMMUNICATIONS

A. University’s Representative Name and Contact Information:

B. Contractor’s Representative

Name and Contact Information:

C. Contract Management Changes After execution of this Agreement, any changes in the information contained in this Article IX, will be provided to the other party in writing and a copy of the written notification shall be maintained in the official Contract record.

X. CONTRACTOR’S INSURANCE AND GUARANTEE

Insurance. The Contractor shall secure and pay the premium or premiums of the following policies of insurance with respect to which minimum limits are fixed in the schedule set forth below. Each such policy shall be maintained in at least the limit fixed with respect thereto, and shall cover all of the Contractor’s operations hereunder, and shall be effective throughout the Term of this Agreement. It is not the intent of this schedule to limit the types of insurance required herein. The insurance coverage listed in the following, is in accordance with the State of Connecticut Insurance and Risk Management Board requirements.

(a) Commercial General Liability

1. Each Occurrence $1,000,000

2. Products/Completed Operations $1,000,000

3. Personal and Advertising Injury $1,000,000

4. General Aggregate $2,000,000

5. Fire Legal Liability $ 100,000

Umbrella Liability – Each Occurrence $1,000,000

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(b) Information Security Privacy Liability (Cyber Liability) with limits not less than $2,000,000 /occurrence annually. Coverage shall be sufficiently broad to respond to the duties and obligations in this agreement and shall include, but not be limited to, network security and privacy, release of private information, information theft, damage to or destruction of electronic information, alteration of electronic information. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as monitoring expenses. The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

(c) Business Automobile Liability: Minimum Limits for Owned, Scheduled, Non-Owned, or

Hired Automobiles with a combined single limit of not less than $1,000,000 per occurrence.

(d) Workers’ Compensation and Employer’s Liability: As required under state law.

(e) Professional Liability Insurance in the amount of $1,000,000 per claim and annual aggregate, during the Term, and Contractor shall maintain continuous coverage or obtain an extended reporting period for a period of three (3) years thereafter. The policy retroactive date must be on or before the start of work under the Contract. The policy definition of “Professional Services” shall include the services required in the scope of this Contract.

(f) Such other insurance in such amounts which from time to time may reasonably be required by the mutual consent of the University and the Contractor against other insurable hazards relating to performance.

All policies of insurance provided for in this Section shall be issued by insurance companies with general policyholder’s rating of not less than A- and a financial rating of not less than Class VIII as rated in the most current available A.M. Best Insurance Reports and be licensed to do business in the State of Connecticut. All such policies shall be issued in the name of Contractor, and shall name, as Additional Insured, The State of Connecticut, University of Connecticut, its officers, officials, employees, agents, boards and commissions with respect to liability arising out of the operations of the Contractor under this Agreement. Certificates thereof shall be delivered to the University prior to the commencement of this Agreement and thereafter certificates thereof shall be delivered to the University within ten (10) days prior to the expiration of the term of each such policy, all at no cost to the University. All certificates delivered to the University shall contain a provision that the company writing said policy will give to University at least twenty (20) days’ notice in writing in advance of any material change, cancellation, termination or lapse of the effective date of any reduction in the amounts of insurance below the requirements of the Agreement. Policies shall waive the right of recovery against the University and shall be primary.

XI. CONTRACTOR’S INDEMNITY AND ASSUMPTION OF LIABILITY

A. Indemnification. Contractor shall indemnify, defend, and hold harmless the University, the State of Connecticut, and their respective officers, directors, trustees, agents, successors, assigns, and employees (collectively, the “Indemnitees”) from and against any and all suits, actions, legal or administrative proceedings, Claims, demands, liabilities, monetary loss, interest, attorneys’ fees, costs and expenses of whatsoever kind or nature arising in whole or in part, directly or indirectly, in connection with this Agreement and/or the acts or omissions of Contractor, its employees, agents, and/or subcontractors (collectively, the “Contractor Parties”), including without limitation, those arising out of injury to or death of Contractor’s employees or subcontractors, whether arising before, during or after completion of the Services.

Approved by OGC 4/3/25

B. Intellectual Property Indemnity. Contractor shall indemnify, defend, and hold harmless the Indemnitees from and against any and all suits, actions, legal or administrative proceedings, Claims, demands, liabilities, monetary loss, interest, attorneys’ fees, costs and expenses of whatsoever kind or nature arising in whole or in part, directly or indirectly, out of any third party allegation that a Service or Work Product provided by any of the Contractor Parties, when used in conformity with Contractor’s instructions and documentation, infringes a U.S. patent, copyright or trade secret. If any Service or Work Product is determined by a court of competent jurisdiction to be infringing, or in Contractor’s opinion is likely to become the subject of a claim of infringement or violation, Contractor may, at its option, procure for University the right to continue using the Service or Work Product, or replace or modify the Service or Work Product so it is not infringing. If Contractor cannot secure these remedies on a reasonable basis and if University must discontinue use of any Service or Work Product, Contractor shall refund a portion of the fees paid for the infringing Service or Work Product based on the expected life of the Service deliverable or the Work Product.

The foregoing intellectual property indemnity shall not apply to any infringement claim arising from (i) a Service or Work Product that has been modified, in an unauthorized manner, by any party other than Contractor; (ii) University’s use of a Service or Work Product in conjunction with third party products or services where such use gives rise to the infringement claim; (iii) University’s use of a Service or Work Product after written notice to Contractor to cease such use; (iv) a Service or Work Product not used in accordance with Contractor’s instructions and specifications; (v) University’s use of other than the current release of a Service or Work Product if such claim would have been avoided by the use of the current release provided by Contractor; (vi) University’s use of a Service or Work Product with services or products not provided by Contractor; or (vii) Contractor’s compliance with any design, specification or instruction of University.

This Section sets forth the University’s sole and exclusive remedies for infringement or misappropriation of third party rights. Services and Work Products shall not include any third party services, products or materials, whether or not supplied by Contractor.

Nothing in this Article XI will be construed as obligating the Contractor to indemnify or hold harmless any of the parties indemnified under this Article XI against liability for damage arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of such indemnified party, or such party’s agents or employees, if such indemnification would be in violation of Connecticut General Statutes §52-572k.

The Contractor’s obligations under this Article XI shall survive the termination and expiration of this Agreement.

XII. MODIFICATION OF AGREEMENT AND SCOPE CHANGE

A. Modification. Unless otherwise expressly stated herein, modifications to any provision of this Agreement shall be effective only if such modifications are memorialized in a formal written amendment to this Agreement executed by both parties and approved by the Office of the Attorney General, to the extent required.

B. Scope Changes. During the Term of this Agreement, the University may unilaterally require, by written order, changes altering, adding to, or deducting from the Services, provided that such changes are consistent in character and within the general scope of the services to be provided under this Agreement.

XIII. TERMINATION

A. Termination.

1. Termination for Convenience. The University may terminate this Agreement in whole or in part, without cause and without penalty, at any time upon thirty (30) days prior written notice to the Contractor. Such notice shall be sent by certified mail, return receipt requested. Such termination will be effective as of the close of business on the date specified in the notice.

2. Termination for Budgetary Constraints. Notwithstanding the foregoing, if the University determines, in the exercise of its reasonable discretion, that, due to insufficient budgetary allotment, the University is unable to continue to perform its obligations under this Agreement, the University may terminate this Agreement effective upon Contractor’s receipt of written notice of termination.

3. Termination for Cause. The University may terminate this Agreement for cause by providing a written Notice to Cure to the Contractor citing the instances of noncompliance with the Agreement. The Contractor will have ten (10) days to reply to the Notice to Cure and indicate why the Agreement should not be terminated and recommend remedies to be taken.

(a) If the Contractor and the University reach an agreed upon solution, the Contractor will then have thirty (30) days after such agreed upon solution is reached to cure the noncompliance cited in the Notice to Cure.

(b) If a mutually agreed upon solution is not or cannot be reached within ten (10) days after receipt of the Notice to Cure by Contractor, the University may terminate the Agreement immediately at any time thereafter by written notice of such termination.

(c) If the mutually agreed upon solution is not implemented within thirty (30) days from the date such solution is reached, the University reserves the right to terminate the contract at that time by written notice of such termination.

(d) The University will be obligated only for those goods or Services rendered and accepted, if any, prior to the date of the University’s notice of termination.

(e) Remedies for Default: If the solution mutually agreed upon pursuant to subsection (a) of this Section is not implemented within the thirty (30) days provided in said subsection, the University may procure the subject goods or services from another source and charge any cost difference to the Contractor.

B. Obligations of Contractor upon Termination by the University.

1. Upon the effective date of termination, the Contractor shall cease the performance of Services as directed by the University, and take all actions that are necessary or appropriate, or that the University may reasonably direct, for the protection and preservation of University property. Except as otherwise instructed by the University, the Contractor shall terminate any subcontracts entered into by the Contractor in connection with the Services and shall not enter into any further subcontracts, purchase orders or commitments as regards this Agreement. If instructed by the University, the Contractor shall assign to the University its rights under any and all subcontracts entered into under this Agreement.

2. Upon request by the University, the Contractor shall deliver to the University all records and other information pertaining to its performance, and remove from the University’s premises, whether leased or owned, all of Contractor’s property, waste material and rubbish related to Contractor’s performance, all when and as the University may request.

C. Payment in the Event of Termination.

Approved by OGC 4/3/25

i. If the University terminates this Agreement for convenience as provided in Section A.1 of this Article XIII or for non-appropriation of funds as provided in section A.2 of this Article, the Contractor shall be entitled to receive, as its sole remedy, (i) all amounts due and owing as of the effective date of termination plus (ii) an amount equal to the Contractor’s actual and reasonable costs incurred after the effective date of termination to protect and preserve the Service Locations, if and as requested by the University. The Contractor hereby waives and forfeits all other claims for payment and damages including, without limitation, anticipated profits.

ii. If the University terminates this Agreement “for cause” under Section A.3 of this Article XIII, the amounts due and owing as of the effective date of termination, if any, shall be withheld until such time as the University is able to determine any and all damages sustained by the University which arise from such breach. In the case of a termination for cause, Contractor shall be responsible for (a) any and all costs and expenses incurred by the University to engage another contractor to perform such Services in excess of the price that would have been paid to the Contractor under the terms of this Agreement for such Services and (b) all such other costs, expenses, liabilities and damages incurred by the University which arise as a result of the Contractor’s noncompliance and/or nonperformance under this Agreement.