On-Call Consultants WITHOUT Design Draft Contract.pdf

Contract for On-Call Consultant Services

STATE OF CONNECTICUT

UNIVERSITY OF CONNECTICUT

CONTRACT FOR ON-CALL CONSULTANT SERVICES

FOR [ ]

CONTRACT NO. [ ]

This contract (hereinafter “Contract”) is entered into by and between , hereinafter called the "Consultant" and the University of Connecticut, hereinafter called the "University", acting herein by its Executive Vice President for Finance and Chief Financial Officer, under the provisions of Sections 10a-104, 10a-108, and 10a-109(a) to 10a-109(y), inclusive, of the Connecticut General Statutes, as amended.

WITNESSETH, that the University and Consultant, in consideration of the mutual covenants herein contained, do hereby agree as follows:

1. GENERAL

1.1 Definitions:

“Added Terms” shall mean any conditions, assumptions, qualifications or terms that are inconsistent with or in conflict with an RFS or this Contract, as defined in Section 1.5.1 of this Contract.

“Additional Services” shall mean, in regard to a particular Purchase Order, services described in Schedule A to be performed by the Consultant at the request of or with the prior written consent of the University that are beyond a Project’s defined scope of services.

“Assignment” shall mean a particular service to be performed under this Contract that is not associated with a Project at the time of the issuance of the Purchase Order for such service.

“Business Day” shall mean and include any calendar day other than a Saturday, a Sunday, or a calendar day that is designated as a legal holiday under Connecticut General Statutes §1-4.

“Consultant’s Hourly Rates” shall mean the hourly rates set forth on Schedule C and each individual “Consultant’s Hourly Rate” shall mean the hourly rate set forth on Schedule C as is applicable to the individual providing the particular services.

“Contract” shall mean and include this Contract and any and all Purchase Orders issued hereunder.

“Department” shall mean, in respect to a Purchase Order, the Department of Facility Services & University Planning, or other department identified in the Purchase Order, or in the case of a UCONN Health (“UCH”) Project, the UCH Department of Facilities Development and Operations as identified in the Purchase Order.

“On-Call Term” shall mean the time period during which Purchase Orders may be issued hereunder which time period is set forth in Section 2 of this Contract.

“Project Manager” shall mean, in respect to a Purchase Order, the individual representing the Department and identified in the Purchase Order as the “Project Manager” or the “Department Representative”.

“Project” shall mean an identified University or UCH construction project for which the Consultant provides services described in Schedule A pursuant to a Purchase Order issued under this Contract.

“Proposal” shall mean the final proposed document outlining, upon the University’s and the Consultant’s agreement, the services to be provided by the Consultant in connection with an RFS, compensation to be paid therefor, scheduling requirements for such services and other terms and conditions particular to the performance of the services as are mutually agreed, as defined in Section

1.5.2.1 of this Contract.

“Purchase Order Amendment” shall mean an amendment to a Purchase Order (or a revised Purchase Order amending or supplementing the Purchase Order) to reflect University approved changes in the scope of services and/or other terms and conditions set forth in a Purchase Order, subsequent to the issuance of said Purchase Order, as defined in Section 1.5.2.3 of this Contract.

“Purchase Order” shall mean a written purchase order issued by the University in the form used by the University which describes particular services to be performed by the Consultant under this Contract, compensation to be paid therefore, the schedule for the performance thereof, and such other terms and conditions applicable thereto as are mutually agreed. Unless otherwise determined by the University, the Proposal submitted in connection with a particular Purchase Order shall be deemed to be incorporated in and a part of such Purchase Order.

“RFS” shall mean a written request for services issued under, and in accordance with, this Contract.

“Schedule of Services” shall mean, in respect to a Purchase Order, the specific schedule for the performance of services under, and as is set forth in, the Purchase Order.

“UCH” shall mean UCONN Health.

“UConn Design Standards” shall mean University of Connecticut Design Guidelines and Performance Standards published by the University, as defined in Section 1.2.1 of this Contract.

1.2 Standards of Performance: The Consultant covenants and agrees that the Consultant and any sub-consultant retained by the Consultant will perform their services under this Contract in accordance with the generally accepted standards of professional practice and care applicable to their respective professions as defined by Connecticut law, and that any documents, material or information supplied by the Consultant or such sub-consultant as required by this Contract or under any Purchase Order issued hereunder will be in accordance with such standards and practices. The Consultant will not have any conflict of interest and shall operate under this Contract at all times so as not to violate the provisions of C.G.S. §1-86e or §1-101nn. The Consultant will be held to the highest standard of ethical conduct in the performance of its duties and must conduct itself so as to avoid even the appearance of any impropriety. The Consultant is prohibited from accepting gratuities of any kind from any persons seeking work associated with this Contract. The Consultant will perform services under this Contract with experienced and competent personnel acceptable to the University. If the Consultant requires additional personnel to fulfill its obligations under this Contract, it will provide such additional staff at no additional cost to the University.

1.2.1 University of Connecticut Design Guidelines and Performance Standards: The Consultant shall perform all services under this Contract in compliance with the then current University of Connecticut Design Guidelines and Performance Standards published by the University (“UConn Design

Standards”). If the Consultant judges an aspect of the UConn Design Standards to be in conflict with a Project or Assignment requirement, or to be otherwise detrimental to the Project or Assignment, the Consultant shall request and abide by written direction from the Project Manager. If the Consultant deviates from the UConn Design Standards without specific written direction from the Project Manager, the Project Manager may instruct the Consultant to modify the documents as necessary, without additional compensation, to comply with the UConn Design Standards.

1.2.2 Cooperation with Other Consultants: The Consultant agrees that it will work cooperatively with and provide appropriate assistance to other consultants assigned to a Project.

1.3 Consultant’s Representative: The Consultant will identify the Consultant’s Representative who shall be the University’s single point of contact for all written notifications given under this Contract.

1.4 Communications: Unless the Consultant is otherwise notified in writing by the University

Representative (as identified in Section 24.1), all communications between the Consultant and the University shall be through the Department by way of the Project Manager and the Consultant will receive all directions regarding its services under this Contract and any Purchase Order from the Project Manager.

1.5 On-Call Procurement: This is an “On-Call” Contract, which means that services will only be performed by the Consultant under this Contract pursuant to Purchase Orders issued in accordance the terms and conditions of this Contract. The services performed under this Contract may be an Assignment or may be in connection with a particular Project depending upon the needs of the University. The Consultant shall not proceed with any services under this Contract until receipt of a Purchase Order for such services.

1.5.1 Request for Services and Response:

1.5.1.1 From time to time, the University may issue an RFS to the Consultant that shall describe the services requested and such other information as the University elects to include. The issuance of an RFS to the Consultant, and Consultant’s response thereto, does not in any way guarantee the Consultant that the Consultant will receive a Purchase Order for the services described in the RFS. The Consultant’s proposal submitted in response to an RFS shall include the proposed fee(s) and information and documentation as specified by the University in the RFS.

The Consultant’s proposal shall not include any conditions, assumptions, qualifications or terms and/or conditions that are inconsistent with or in conflict with the RFS or this Contract (collectively, “Added Terms”) and any proposal that includes Added Terms may be considered unresponsive. If the Consultant fails to respond to an RFS within five (5) Business

Days (or such other period of time as specified in the RFS), any response to that RFS later submitted by the Consultant to the University shall be considered untimely and nonresponsive.

1.5.1.2 Should the Consultant repeatedly fail to respond timely to RFSs, or repeatedly decline to submit responses to RFSs, the University may terminate this agreement at its discretion. This subsection 1.5.1.2 does not limit the University’s rights to terminate this Contract pursuant to Section 16.

1.5.2 Purchase Orders:

1.5.2.1 Upon the University’s and the Consultant’s agreement as to the services to be provided by the Consultant in connection with an RFS, compensation to be paid therefor, scheduling requirements for such services and other terms and conditions particular to the performance of the services as are mutually agreed, all of which are set forth in a final proposal submitted by the Consultant (the “Proposal”), the University will prepare and issue to the Consultant a Purchase Order. If a Proposal includes any Added Terms that are not expressly accepted by the University, such Added Terms shall be of no force and effect and shall not be a part of the Purchase Order issued in connection with such Proposal. The Consultant shall confirm receipt of each Purchase Order within five (5) Business Days (or such other period of time as specified by the University) after receipt of such Purchase Order from the University (“Purchase Order

Confirmation”). The Purchase Order Confirmation shall be in writing and delivered by email to the University’s Project Manager/Department Manager identified in the Purchase Order at the email address set forth in the Purchase Order. The subject line in such email shall read “Purchase Order Confirmation”).

1.5.2.2 The Consultant’s acceptance of the Purchase Order and all of the terms and conditions therein shall be deemed to occur on the earlier of (i) the delivery of the Purchase Order Confirmation to the University as provided above; or (ii) the commencement of Services under such Purchase Order. All of the terms, conditions and provisions of this Contract shall be deemed incorporated in, and a part of, such Purchase Order (as it may be amended) as if fully set forth therein. If there is a conflict between the provisions of any Purchase Order and the provisions of this Contract, the provisions of this contract shall govern.

1.5.2.3 If, subsequent to the issuance of a Purchase Order, the University approves a change in the scope of services and/or other terms and conditions set forth in the Purchase Order, the University shall issue, in accordance with this Contract, an amendment to the Purchase Order or a revised Purchase Order amending or supplementing the Purchase Order to reflect such changes (a “Purchase Order Amendment”). The Consultant shall confirm receipt and acceptance of the terms of a Purchase Order Amendment as provided in Section 1.5.2.1 and

1.5.2.2. The provisions of this Contract shall govern all Purchase Orders (as they may be amended pursuant to this Section) issued under this Contract. The Consultant shall confirm receipt of a Purchase Order Amendment and indicate acceptance of its terms as provided in Section 1.5.2.1 and 1.5.2.2.

1.6 Consultant’s Investigation Responsibilities and Document Review: The Consultant shall confer with the Project Manager to ascertain the requirements of the Assignment or Project and check with authorities having jurisdiction to determine all applicable laws and standards, including, without limitation, the standards of performance described in Section 1.2 of this Contract, the State of Connecticut Building and Life Safety Codes, LEED Certification requirements, statutes, rules, regulations and ordinances, excluding zoning ordinances, applicable to the Assignment or Project (collectively, the “Applicable Laws and Standards”). The Consultant shall also become informed as to specific institutional conditions that might affect its contemplated work or the hours or season of its execution, use of adjacent areas and interruptions of institutional routine. The services furnished by the Consultant in connection with an Assignment or Project shall reflect Consultant’s consideration of those conditions requiring safeguards and precautionary measures in excess of usual practice. The Consultant shall identify information or documents required from the Department for the Assignment or Project. The Consultant shall assemble, review and coordinate data furnished by the Department.

1.7 Defects and Deficiencies: All documents prepared by the Consultant or any sub-consultant under this

Contract (including any Purchase Order issued hereunder) will be complete, coordinated and in full and strict compliance with all Applicable Laws and Standards, in effect at the time delivered to the Department. If at any time defects, deficiencies, errors, omissions, lack of coordination or non-compliance with the requirements of this Contract are discovered in connection with such documents or information prepared or provided by the Consultant, the Consultant, immediately upon awareness of the same, will take all necessary steps to correct any such defects, deficiencies, errors, omissions, lack of coordination or non-compliance and issue any necessary documents for such correction at no additional cost to the University. Such corrections shall be made in a timely manner so as to cause no delay in the Project or completion of the Assignment. The Consultant will be responsible for costs and damages incurred by the University or contractor/construction manager resulting from a deviation from the standards set forth in this Contract, including without limitation, the UConn Design Standards, which result in defects, deficiencies, errors, omissions, lack of coordination or non-compliance, including, but not limited to, any damages and costs as a result of delays to any Project, and increased construction costs. The Consultant represents that no documents prepared under this Contract will result in patent, trademark, or copyright infringement. The Consultant agrees it will indemnify and hold the University harmless from and against any such infringement.

1.8 Compliance with Laws Codes and Regulations: The Consultant shall identify, research and gain familiarity with all Applicable Laws and Standards as are applicable to each Project or Assignment, shall perform all services in compliance therewith; and ensures, represents, covenants and warrants that the documents, information, and submittals will be and are in compliance therewith. With the Department's approval, and at times appropriate to a Project phase, the Consultant, and its sub-consultants, if necessary, will review the Project (or the applicable portion thereof) with any board, committee, commission, agency or persons having authority or jurisdiction with regard to any aspect of the Project. The Consultant shall prepare necessary written and graphic explanatory materials and appear on the Department's behalf at agency, board, committee, commission and public meetings incidental to the Consultant’s services. The Consultant will assist the Department in reviewing the Project (or the applicable portion thereof) with Building Officials, Fire Marshals and any other State or municipal agency or department representatives having jurisdiction over the Project. All such visits will be made with the Project Manager.

1.9 Sub-consultants: Should the Consultant require the services of any sub-consultant to perform services under any Purchase Order issued hereunder, the name and qualifications of such sub-consultant shall be submitted to the Department in writing for approval prior to the engagement of the sub-consultant. The sub-consultant will be required to provide evidence of its competence by affixing its seal on any documents prepared by the sub-consultant. The Department must approve any additional or substituted sub-consultants in advance of their engagement to provide services under a Purchase Order. Upon the request of the University, copies of all contracts with any sub-consultant will be supplied to the University within five (5) Business Days after the execution thereof. Notwithstanding the engagement by the Consultant of any sub-consultant to perform any part of the services to be performed under any

Purchase Order issued under this Contract, the Consultant shall remain fully responsible for the performance of all sub-contracted services in accordance with the terms and conditions of this Contract.

Under no circumstances shall the approval by the Department of any sub-consultant be construed to limit the Consultant’s responsibility for the subcontracted services.

1.10 Key Personnel: The key personnel of both the Consultant and any identified sub-consultants to provide services under this Contract shall be included in the Consultants response to each RFS and will be identified in writing and submitted to the Department before the issuance of a Purchase Order. Any change thereafter in personnel or sub-consultants is subject to the Department's prior approval, which approval will not be unreasonably withheld. The Department may, at any time, require the replacement of any individual deemed unsuitable to provide services under this Contract or in connection with any particular Purchase Order.

1.11 Project Administration: The Consultant shall provide all project administration services necessary to facilitate the orderly progress of each Project or Assignment, including supervision of the work of the Consultant's in-house personnel, direction of the Consultant's sub-consultants, coordination of information flow and decision making, and progress monitoring and reporting.

1.12 Coordination of Services: The Consultant acknowledges that it is essential that all sub-consultants’ services in connection with a Project be coordinated with the services of others working on the Project.

The Consultant shall coordinate the services of all sub-consultants for each Project, review and check all documents prepared for each Project, and, as necessary, modify its services and arrange for the modification of the sub-consultants’ services.

1.13 Electronic Communications: The Consultant shall have access to the internet and maintain at least one e-mail address capable of receiving electronic data files.

1.14 Meetings: The Consultant shall schedule all meetings with the Department through the Project Manager.

1.15 STATE OF CONNECTICUT TERMS AND CONDITIONS. The Contractor shall comply with the State of Connecticut Terms and Conditions set forth on Schedule E which is incorporated herein.

2. ON-CALL TERM

2.1 Term: The On-Call Term shall run from [ ] through and including [ ]. No Purchase Order shall be issued after the expiration of the On-Call Term, provided however that, for any Purchase Order in effect on the date of such expiration, such Purchase Order shall remain in full force and effect in accordance with its terms and the terms of this Contract shall continue to apply thereto including, without limitation, the right of the University to issue a Purchase Order Amendment in connection with such Purchase Order as provided in Section 1.5.2.3.

2.2 Extension: The University shall have the right to extend the On-Call Term by written notice to the

Consultant prior to the end of the On-Call Term if deemed necessary by the University.

3. FEES AND PAYMENTS

3.1 Maximum Total Fee: The aggregate amount of all fees paid to the Consultant under Purchase Orders (including, without limitation, all Purchase Order Amendments) issued under this Contract shall not exceed $ .00 (the “Maximum Total Fee”). There is no guarantee of any particular dollar value or number of Purchase Orders to be issued under this Contract, or an obligation on the part of the University to issue any Purchase Orders.

3.2 Fees for Services:

3.2.1 Generally. The basis for compensation to be paid to the Consultant for the services identified in an RFS shall be as set forth in the RFS unless otherwise agreed to by the University and the Consultant. The University may request that the Consultant provide a pricing proposal based on one or more of the alternatives described in Section 3.2.2. The compensation to be paid to the Consultant for the services pursuant to a Purchase Order shall be as set forth in the Purchase Order.

3.2.2 Compensation Alternatives. The University may select one of the following as the basis for compensation for services: (i) a lump sum fixed fee; or (ii) a fee based on time spent at Consultant’s Hourly Rates up to an agreed maximum aggregate fee.

3.2.3 Substantial Changes in Scope of Services: Throughout the performance of services for any Project or Assignment, should the University require the Consultant to make substantial changes in the scope of services which necessitate the Consultant to perform unanticipated Additional Services and prepare additional documents, the Consultant will prepare such additional documents and make changes as required. The Consultant will be entitled to fair and equitable compensation for such Additional Services. The University Representative will determine the amount of such compensation and the manner of payment in accordance with the provisions of this Contract. If the University should request the Consultant to reduce the scope of services originally agreed upon for any Project or Assignment, the Consultant will then reduce said scope of services and the Consultant’s fee for such services for any such Project or Assignment will be reduced by a fair and equitable amount as determined by the University Representative. Such changes in scope of services and agreed terms and conditions shall be reflected in a Purchase Order Amendment to be issued in accordance with Section 1.5.2.

3.3 Payments: The University will make payments for services in accordance with the terms and conditions of the Purchase Order issued under this Contract for such services. The breakdown of the Consultant’s fees for services as set forth in the Purchase Order for such services may be used to determine the amounts of the payments to be made to the Consultant under the Purchase Order. All materials and work covered by payments made by the University will be the sole property of the University. Payment by the University shall not relieve the Consultant of liability for, nor constitute the University’s approval or acceptance of, any services provided by or on behalf of the Consultant under this Contract that do not comply with the requirements of this Contract and the Purchase Order under which such services were performed. Payment by the University shall not constitute a waiver of the right of the University to require Consultant to fulfill all Contract terms and conditions.

3.4 Invoices:

3.4.1 Consultant shall issue requests for payment by submission of properly prepared University

Professional Services Invoice in the form attached hereto as Schedule B. When applicable, attachments showing actual hours worked, hourly rates applied, and any allowable additional direct costs shall be included in the Invoice. The Consultant will certify in writing that each amount invoiced is both accurate and commensurate with the services performed for the University under the Purchase Order. The University reserves the right to periodically audit the Consultant’s financial and project records. Before each payment is made the Consultant must furnish proof of the quantity, value, and delivery of services.

3.4.2 The Consultant shall examine the invoices of its sub-consultants to confirm that all claimed fees and expenses are allowed under the applicable Purchase Order(s) and shall not include ineligible amounts in its invoices to the Department.

3.5 Consultant’s Hourly Rates:

In all cases where the compensation to be paid to the Consultant is to be based on hourly rates, the Consultant’s sole compensation shall be the Consultant’s Hourly Rate(s) for the individual(s) providing the applicable service(s), multiplied by the number of hours such individual spent providing such service. The Consultant’s Hourly Rates are all-inclusive rates and shall be deemed to fully compensate the Consultant for an hour spent performing applicable Services and all costs and expenses incurred in connection therewith. Except as expressly set forth in a Purchase Order, the Consultant shall not be entitled to reimbursement of any costs or expenses beyond that included in the Consultant’s Hourly Rates. The Consultant’s Hourly Rates shall remain in effect for the duration of the Contract.

3.5.1 Consultant’s Certification: The Consultant certifies that Consultant’s Hourly Rates are all inclusive hourly rates (as described in this Section 3.5 above). The Consultant’s Hourly Rates shall not exceed a reasonable rate as determined by the University Representative and as authorized in writing in accordance with this Section 3.5, taking into consideration the skills and experience of the person providing the services. Monthly requests for payment shall be submitted on properly prepared University Professional Services Invoice forms with attachments showing actual hours worked, pre-approved hourly rates applied, and any allowable additional direct costs included in the statement. The Consultant shall certify that each amount invoiced is both accurate and commensurate with the work performed for the University under this Contract.

3.6 Fee Adjustments for Additional or Special Services in connection with a Project or Assignment:

3.6.1 Additional Services: A Purchase Order Amendment for Additional Services shall set forth the compensation to be paid to the Consultant for Additional Services and such compensation shall be governed by the terms and conditions of this Contract and specifically the Consultant’s Hourly Rates.

3.6.2 Special Services: If, in the sole opinion of the University, any service is required under a Purchase Order issued under this Contract that is not usually furnished in the type of consulting practice applicable to this Consultant and that is not included in this Contract (“Special Services”), either expressed or implied by the nature of the service, then the University shall issue a Purchase Order Amendment for such services in accordance with this Contract authorizing the service and the related cost. The Consultant’s selection of any sub-consultant retained under this Section is to be submitted for written approval by the University. The Consultant shall adequately support, in writing to the University, its recommendations as to its selection of any such sub-consultant. Any sub-consultants retained in accordance with this Section shall provide evidence of their competence by affixing their seals on any work prepared by them or under their supervision. The University shall reimburse the Consultant for the actual, reasonable cost incurred by the Consultant for the services performed hereunder by its sub-consultants plus ten percent (10%) of such cost, or such other percentage deemed reasonable by the University, for the Consultant’s overhead and profit.

4. SCOPE OF SERVICES

The Consultant agrees to furnish all services set forth in Purchase Orders issued under this Contract.

Consultant shall perform all such services in accordance with all of the terms and conditions of such Purchase Orders and this Contract.

5. SCHEDULE

Consultant shall perform the services for each Project or Assignment expeditiously and in accordance with the applicable Schedule of Services. Consultant will be required to commence services within five (5) Business Days of receiving a fully executed Purchase Order unless such other time is set forth in the Purchase Order. Consultant represents that it has the professional and technical personnel required to perform the services outlined in the Purchase Order. Upon the request of the University, Consultant shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services.

5.1 Time of the Essence: The Consultant acknowledges that time is of the essence for completion of its services under each Purchase Order. The Consultant’s services will be performed as expeditiously as is consistent with professional skill, care and orderly progress of the work. Time limits established in the applicable Schedule of Services will not be exceeded by the Consultant, except for reasonable cause as determined acceptable by the University or Department.

6. REQUIRED DOCUMENTS

6.1 Documents and Material Submissions:

6.1.1 Unless otherwise set forth in the Purchase Order, the Consultant will submit, as applicable, all documents and materials required to be submitted by the Consultant under such Purchase Order and this Contract for the University’s review and approval.

6.1.2 It is understood that no review and/or approval by the University of any documents or materials submitted by the Consultant will relieve the Consultant of (i) the Consultant’s responsibility to perform its services in accordance with the applicable Purchase Order and this Contract or (ii) any responsibility of the Consultant arising out of the University’s reliance on the Consultant’s professional skill and ability to discharge the services performed under this Contract. Any documents or materials provided by or on behalf of the Consultant will be in full compliance with

(1) the Applicable Laws and Standards; (2) this Contract; and (3) the applicable Purchase Order.

6.2 Ownership of Work Product: Subject to the rights of the University under Section 12, the Consultant and the Consultant’s sub-consultants will each be deemed the author of those documents (including those in electronic form) prepared by it in connection with a Project.

7. CONSULTANT'S SERVICES

7.1 General Services:

7.1.1 Basic Services: As regards each Purchase Order issued hereunder, Basic Services shall include (1) all services described in such Purchase Order; (2) all services customarily attendant thereto or associated therewith; and (3) except to the extent expressly excluded in the Purchase Order, all services described in this Contract, including, without limitation, the services described on Schedule A hereto. All of such services shall be performed in accordance with the scheduling requirements set forth in the Purchase Order. Basic Services shall include all professional and technical disciplines needed to perform the services, whether performed by the Consultant or by sub-consultants hired by the Consultant.

7.1.2 Consultant’s Documents: All documents prepared by the Consultant or any sub-consultant under a Purchase Order will be complete, coordinated and in full and strict compliance with all Applicable Laws and Standards in effect at the time they are delivered to the Department and the terms and conditions of this Contract, including, without limitation, the terms and conditions set forth in Section 1.7.

7.1.3 Access to the Work: The Consultant shall at all times have access to the Work wherever it is in preparation or progress.

7.1.4 Project Progress Meetings: The Consultant and the Consultant's sub-consultants, as required, shall attend project progress meetings at weekly intervals, unless an alternate schedule is established by the Department. The Consultant shall also submit bi-monthly status reports to the Department advising of the progress and quality of the Work.

8. THE UNIVERSITY’S RESPONSIBILITIES

8.1 Department’s Representative:

The representative authorized to act on the Department's behalf with respect to a Project shall be the Project Manager. The Project Manager shall examine the documents submitted by the Consultant and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the Consultant's services.

9. RECORDS

Records of reimbursable expenses, and services performed on an hourly basis, shall be kept on the basis of generally accepted accounting principles, and shall be available to the University’s authorized representative at mutually convenient times.

9.1 University’s Access and Examination of Records:

The Consultant shall permit the University or its duly authorized representative to examine and copy books and records of the Consultant relative to charges for Additional Services, alleged breaches of Contract, settlement of claims, or any other matter involving the Consultant's demand for compensation from the University. The Consultant shall also permit such examination and copying of its records as the University may deem necessary in order to determine that the Consultant has complied with all laws and regulations pertaining to the Contract, such as but not limited to Labor Compliance, Affirmative Action Program and Equal Employment Opportunity.

9.2 Record Retention:

The Consultant further agrees that it shall keep all records relating to each Purchase Order issued under this Contract until the expiration of seven (7) years after the delivery of final payment to Consultant for services under such Purchase Order. If, however, any ongoing disputes remain unresolved at the end of such seven (7) year period, the Consultant shall retain all records until six (6) months after the settlement of any such disputes.

9.3 Right to Audit:

The Consultant further agrees that it and its sub-consultants shall permit the University, at its own expense, by its duly authorized representatives, to inspect and audit all their data, records and files pertaining to this Contract at a mutually agreed to date and time.

10. RESOLUTION OF DISPUTES

10.1 Mediation of Claims:

A Claim is a demand or assertion by either the University or the Consultant seeking, as a matter of right, payment of money, a change in the schedule for the performance of services, or other relief with respect to the terms of this Contract. The term “Claim” also includes other disputes and matters in question between the University and the Consultant arising out of or relating to this Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. In the event of any Claim, the parties agree to use the procedure set forth in this Section 10.1 prior to and as a precondition to either party pursuing any other available remedies, including arbitration or litigation.

10.1.1 A meeting shall be held promptly between the parties, attended by individuals with decision making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute.

10.1.2 If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to non-binding mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association.

10.1.3 The parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the American Arbitration Association if they have been unable to agree upon such appointment within twenty (20) calendar days from the conclusion of the negotiation period.

10.1.4 The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) calendar days. If the parties are not successful in resolving the dispute through the mediation, then the parties may pursue the other legal remedies available to them.

10.1.5 Should the University so request, the Consultant agrees to participate as a party in any mediation proceeding between the University and the contractor for the Project regarding claims alleging errors or deficiencies or any other alleged wrongful acts by the Consultant or its sub-consultants.

10.2 Arbitration or Litigation of Claims:

Any Claim which is not resolved through mediation, or any other procedure set forth in this Contract, shall be subject to the provisions of Section 4-61 of the Connecticut General Statutes. Should the University have a Claim against the Consultant that has not been resolved under Section 10.1 or otherwise, the University shall have the option of either prosecuting the Claim against the Consultant in an appropriate court of general jurisdiction, or by filing a demand for arbitration pursuant to the Construction Industry Arbitration Rules of the American Arbitration Association then in effect.

10.2.1 Should the Consultant have a Claim against the University that has not been resolved under Section

10.1 or otherwise, the Consultant’s rights to assert its Claim against the University shall be as set forth in Connecticut General Statutes Section 4-61.

10.2.2 Should either party elect to arbitrate any Claim, pursuant to either Section 4-61 or as otherwise provided herein, both parties agree that any such arbitration may be consolidated, at the University’s or Consultant’s discretion, with any arbitration proceeding involving the University and the contractor for the Project involving claims of errors or deficiencies, or any other alleged wrongful acts by the Consultant.

11. MISCELLANEOUS PROVISIONS

11.1 Connecticut Sales and Use Tax:

The University is a tax-exempt institution. The Consultant and its sub-consultants shall be familiar with the current regulations of the Department of Revenue Services. A Sales Tax Certificate is available from the University upon written request.

12. RIGHTS TO WORK PRODUCT

12.1 Ownership:

It is mutually agreed and understood that all finished and unfinished documentation prepared pursuant to this Contract will become the exclusive property of the University and that the University will have the right to immediate possession and use thereof. The University will retain all common law, statutory and other reserved rights, including copyrights. The parties agree that the services are being performed and the work product resulting from the services provided by Consultant and the Consultant’s sub-consultants are being done at the discretion of the University and will be considered work for hire. Any rights in and to all original material prepared for the University and arising out of the services as provided pursuant to this Contract or as part of the process of creating the work product will belong exclusively to the University, no rights therein being reserved to the Consultant. The Consultant will secure appropriate written contracts with each of its sub-consultants performing work on each Project and Assignment, which will conform to the requirements of this Section 12.1. In the event that such works are determined by a court not to be works made for hire, the Consultant hereby irrevocably assigns the exclusive copyright for such works to the University.

13. NONPERFORMANCE

If the Consultant fails to fulfill or complete its services in a timely and adequate manner under any Purchase Order issued hereunder, the University reserves the right to withhold monetary payments to the Consultant otherwise due under such Purchase Order and any other Purchase Order issued under this Contract until such time as the Work is brought up to date in an adequate manner. The amount withheld will be determined by the University Representative. If the University is harmed by the Consultant’s nonperformance, the University will be granted fair and equitable compensation by the Consultant as determined by the University Representative. The University has the right for inspection on demand of the Consultant’s products. The University will accept only those products and services that comply with the Applicable Laws and Standards and the requirements of this Contract. Payment by the University for any services under this Contract shall not be deemed acceptance of products or services inconsistent with the foregoing.

14. INSURANCE

The Consultant, for so long as this Contract is in effect and for such longer periods as provided below, shall carry insurance to protect the interests of the University and the State of Connecticut. The Consultant must obtain statutory workers' compensation and employers' liability insurance, comprehensive automobile liability insurance, commercial general liability insurance, umbrella liability insurance and professional services liability insurance which complies with the requirements set forth on Schedule D attached hereto, all at no cost to the University and the State of Connecticut.

15. SUSPENSION OF THE WORK

15.1 The University, at any time, may suspend all or any part of the services of the Consultant under this Contract or under any Purchase Order issued hereunder. In such event, the Consultant will be given three (3) calendar days’ notice of such suspension in writing in accordance with Section 24. The delivery of such notice will preclude any claim on the part of the Consultant as to failure to receive notice of such suspension.

15.2 In the event of a suspension by the University as noted above that exceeds sixty (60) calendar days, the

Consultant will be entitled to such compensation as the University deems reasonable for services performed in accordance with this Contract and any Purchase Order which is the subject of such suspension.

15.3 Should the University reactivate any assigned services covered by a Purchase Order under this Contract, in whole or in part, within one (1) year from the effective date of suspension, any fees paid to the Consultant pursuant to this Contract and such Purchase Order will be applied as payment on the fees for the services as set forth in this Contract and the Purchase Order at the time of reactivation. Should reactivation occur after a period of suspension exceeding one (1) year, the Consultant and the University may renegotiate the fees for the services based on current conditions. If such renegotiation does not result in an agreement as to the fee to be paid for further services hereunder, either party may terminate this Contract as to the reactivated services by written notice to the other party.

15.4 In the event the University decides to suspend all or any part of the services of the Consultant under this

Contract or under any individual Purchase Order issued hereunder, the Consultant shall deliver to the University, immediately after payment by the University of amounts then due and payable to the Consultant under such Purchase Order, all finished and unfinished documents and work product prepared pursuant to this Contract which shall become and remain the property of the University.

15.5 If the Consultant should be unwilling or unable to perform the services required by a Purchase Order issued under this Contract at the time the University desires to reactivate such services after a period of suspension, then the University will have the right to immediate possession and use of, and the Consultant will immediately deliver to the University, all finished or unfinished documents and work product prepared under the subject Purchase Order that are associated with the reactivated services and not previously delivered to the University. All such documents and work product are and shall remain the property of the University.

16. TERMINATION OF CONTRACT.

16.1 Notwithstanding any provisions or language in this Contract or any Purchase Order issued hereunder to the contrary, the University may, without prejudice to any other rights and remedies the University may have, terminate this Contract or any individual Purchase Order issued hereunder with or without cause whenever the University determines in its sole discretion that such termination is in the best interest of the University. Any such termination will be effected by delivery to the Consultant of a written notice of termination in accordance with Section 24. Upon receipt of such notice, the Consultant will both immediately discontinue all services affected (unless the notice directs otherwise) and deliver to the University all data, drawings, specifications, reports, estimates, summaries, and such other information, work product, and materials as may have been accumulated by the Consultant in performing its duties under this Contract, whether completed or in progress. All such documents, information, work product, and materials are and shall remain the property of the University.

16.1.1 Termination by the University for Convenience. If the termination is for the convenience of the

University, the Consultant will be entitled to receive reasonable compensation for services satisfactorily performed and accepted prior to the effective date of termination, but no amount will be allowed for anticipated profit on unperformed services. The University will determine the amount of such compensation to which the Consultant is entitled.

16.1.2 Termination by the University for Cause. If the termination is by reason of the failure of the

Consultant to fulfill its obligations under this Contract or any Purchase Order issued hereunder, the Consultant will be liable to the University for any additional costs, damages, or expenses arising from such failure. The University will be entitled to deduct such costs, damages, and expenses from any amounts due the Consultant. If after notice of termination by the University for cause it is determined by court judgment, arbitration award or written agreement between the University and the Consultant that the Consultant had not failed to fulfill any of its obligations under this Contract or any Purchase Order issued hereunder, the termination will be deemed to have been effected for the convenience of the University. In such event, the Consultant will be entitled to reasonable compensation as provided in Section 16.1.1.

16.2 The rights and remedies of the parties provided in this Section 16 are in addition to, and shall not be construed to be in lieu of, any other rights and remedies provided by law, under this Contract or under any Purchase Order issued hereunder. The use of any one right or remedy by a party shall not preclude or waive such party’s right to use any or all other rights or remedies under this Contract, any Purchase Order issued hereunder, or otherwise provided by law.

17. SUCCESSORS AND ASSIGNS

The Consultant will not assign, sublet, or transfer any rights under or interest in this Contract (or any Purchase Order issued hereunder) without the written consent of the University. No assignment will release or discharge the Consultant from any duty or responsibility under this Contract (or any Purchase Order issued hereunder). The Consultant will be responsible to the University for the acts and omissions of Consultant, its sub-consultants, their respective employees, agents and representatives and any other person or entity for whom or which any of them is responsible.

18. WAIVERS

All conditions, covenants, duties, and obligations contained in this Contract can be waived only by written agreement executed by all parties. Forbearance or indulgence in any form or manner by a party will not be construed as a waiver, nor in any way limit the legal and/or equitable remedies available to that party.

19. SEVERABILITY

If this Contract contains any unlawful provisions not an essential part of the Contract and which appear not to have been a controlling or material inducement to the making hereof, the same will be deemed to be of no effect, and will, upon the application of either party, be stricken from this Contract without affecting the binding force of the Contract as it will remain after omitting such provisions.

20. INDEMNIFICATION

To the maximum extent allowed by law, the Consultant will indemnify and hold harmless the University and the State of Connecticut, their employees and agents, from any and all claims, liabilities, demands, damages, costs or expenses (including all reasonable attorneys’ fees) to the extent caused by or resulting from any negligent act or omission of, willful misconduct, breach of the Contract or breach of warranty by, or fault of, the Consultant, its sub-consultants or any person or entity for whom or which any of them is responsible in the performance of the Contract or any Purchase Order issued hereunder. This indemnification shall survive the completion of the services to be provided under each Purchase Order issued hereunder, and the termination of this Contract or any individual Purchase Order issued hereunder, to the maximum extent allowed by law.

Nothing in this paragraph will be construed as obligating the Consultant to indemnify or hold harmless any of the parties indemnified hereunder 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.

21. CONFIDENTIALITY OF DOCUMENTS

21.1 The Consultant agrees on behalf of the Consultant and the Consultant’s principals, employees, agents, heirs, successors and assigns that they will only utilize drawings, specifications, maps, reports, records or other documents prepared under this Contract or any individual Purchase Order issued hereunder to the extent necessary for the fulfillment of the Consultant’s…