UConn 2000 Audit Services RFP TB063026 Template Contract.pdf

Template Contract

RFP# TB063026

PROFESSIONAL SERVICES AGREEMENT

Agreement Number: Template Contract

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is between the University of Connecticut, a constituent unit of the State of Connecticut (“UConn” or the “University”), having a business address of 3 Discovery Drive, Storrs, CT 0629 and _____, a ____, having a business address of _____ (“Contractor”).

The parties agree as follows:

1 Contractor Services.

1.1 General. The Contractor will perform the services described in Exhibit A (the “Services”) in accordance with the terms and conditions of this Agreement.

1.2 Meetings. Unless otherwise required in an Exhibit A, Contractor will hold regular status meetings by phone or in person with UConn as frequently as necessary to keep UConn well informed as to the progress and status of the Services. Contractor will notify UConn of any factor or occurrence coming to its attention that Contractor believes is likely to affect its ability to meet the requirements of the Services or to cause any material delay in its performance of such Services.

1.3 Contractor Personnel. Contractor shall perform the Services only with personnel identified on Exhibit A for such Services (“Contractor’s Personnel”) or with such other individuals as may be otherwise approved by UConn in advance of the performance of Services.

1.4 Subcontractors. Unless specifically identified in Exhibit A, the Contractor will not engage subcontractors in the performance of the Services without UConn’s prior written consent. Contractor will remain liable and responsible for the performance of all obligations and all actions and inaction by any permitted subcontractor to the same extent as if such performance, actions, or inaction were by Contractor.

1.5 Schedule. Unless otherwise provided in Exhibit A, the Contractor shall commence the Services upon the full execution of this Agreement and perform the Services in accordance with the scheduling requirements set forth in the Scheduling/Deliverables Section set forth in Exhibit A. As requested by the University, Contractor shall provide reports on the progress of the Services on a regular and frequent basis.

2 Compensation.

2.1 Maximum Amount Payable. The “Maximum Amount Payable” to Contractor under this Agreement is ______________00/100 Dollars ($_________). Compensation shall be due to Contractor only to the extent provided in this Section 2.

2.2 Compensation. Contractor’s compensation for the performance of Services in accordance with this Agreement shall be as set forth on Exhibit A

2.3 Payment. Contractor shall invoice the University upon Contractor’s completion of the Services or, as applicable, at the intervals set forth on Exhibit A. Each payment due hereunder shall be made within thirty (30) days after the University’s receipt of a properly submitted invoice issued by Contractor for such payment. Each invoice shall be in a form reasonably satisfactory to the University and submitted with such supporting information and documentation as required by the University.

2.4 Expense Reimbursement. Unless otherwise expressly provided in the Reimbursement section set forth on Exhibit A, the Contractor shall not be entitled to reimbursement for any expenses incurred by the Contractor in connection with this Agreement. To the extent that reimbursement is permitted under Exhibit A, reimbursement shall only be due to the extent expenses were approved by the University in advance and to the extent reimbursable under, and otherwise incurred in accordance with, the then-governing University policy. The current version of such policy is published on the UConn Travel Services website located at http://www.travel.uconn.edu. The Contractor shall provide the University with such evidence of actual costs incurred as the University may reasonably request.

2.5 Funding Contingency. Payment under this Agreement is contingent upon availability of annual funding from the primary granting agency. Contractor shall have no right of action or claim against UConn in the event that UConn cannot proceed with the Agreement due to a lack of funding.

3 Ownership and Rights.

3.1 Definitions. “Intellectual Property” means all intellectual property rights of every kind and description, including without limitation all U.S. and non-U.S.: (i) patents, patent disclosures, and inventions; (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together will all of the goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases;

(iv) trade secrets, know-how, and other confidential information; and (v) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection. “Background IP” means any Intellectual Property owned, created, and/or developed by a party prior to or independently from this Contract. “Work Product” means all Intellectual Property and other materials and information created or developed under this Contract.

3.2 Ownership. Each party shall own its Background IP. University shall exclusively own Work Product as of the date of its creation. Contractor agrees that Work Product is “work made for hire” under U.S. copyright law, and all Intellectual Property rights therein will be owned exclusively by University. To the extent that any Work Product is deemed not to be a “work made for hire”, Contractor shall and hereby does irrevocably assign and transfer all of its right, title, and interest in and to the Work Product, including all intellectual Property therein, to University.

Contractor shall ensure that its employees, subcontractors, representatives, agents, or other contractors engaged under this Agreement comply with the requirements of this section. Where applicable, or at the request of University, Contractor shall deliver an executed, written assignment to University of the Work Product and all Intellectual Property therein.

3.3 License to Background IP. If and to the extent any of Contractor’s Background IP or a portion thereof is incorporated in the Work Product, or is otherwise necessary for the use of the Work Product, Contractor hereby grants to University a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, fully paid license to use, make, sell, distribute, execute, adapt, translate, reproduce, display, perform, modify, and create derivative works of Contractor’s Background IP in connection with the Work Product in which such Background IP is incorporated.

3.4 Restricted Materials. Contractor may, with the University’s prior written consent, include certain materials in the Work Product that require third-party permissions or consent to include with the Work Product and/or that Contractor does not intend to assign all right to the University as provided in Section 2.2 above (“Restricted Materials”).

Contractor shall obtain all such third-party permissions or consents before including such materials in the Work Product.

4 Confidentiality. Contractor may not disclose any non-public, confidential information received from UConn to any third party (other than to its professional advisors) or use such information for any purpose other than for performing the Services, without UConn’s prior written consent. The Work Product is the confidential information of UConn. In the event Contractor will have access to information protected by law in connection with the Services to be performed under an SOW, the parties shall include appropriate additional confidentiality requirements in such SOW. In addition to the responsibilities in this Section 4 and any applicable SOW, Contractor agrees to adhere to and comply with the University’s confidentiality requirements set forth at https://uconncontracts.media.uconn.edu/wp-content/uploads/sites/458/2024/06/Confidentiality-Agreement-2024.6.12.pdf.

5 Representations and Warranties.

5.1 General. Contractor represents and warrants to the University that: (i) it has the power and authority to enter into, and perform its obligations under, this Agreement; (ii) its performance of its obligations under this Agreement will not breach or conflict with any agreement or obligation to any third party; (iii) it has the right to grant the rights in the Work Product to the University as provided in this Agreement (except for Restricted Materials to which the University has consented as provided in Section 3.4); (iv) the Work Product will not infringe or violate any of any third party’s IP Rights or rights of privacy or publicity; (v) it will comply with all applicable laws in the performance of its obligations under this Agreement; and (vi) the Services will be performed in a professional manner consistent with industry standards

5.2 Qualifications and Performance of Service. Contractor represents and warrants that it, and its employees, agents and any approved subcontractors, engaged to provide the Services under this Agreement, have and will maintain all requisite skills, experience, and qualifications, including any required training, registration, certification or licensure, to provide such Services.

5.3 Conflict of Interest and Ethics. Contractor represents and warrants that to the best of its knowledge there exist no actual or potential conflict of interest that would prohibit it from entering into this Agreement under University policy and any applicable federal and state laws (including, without limitation, Connecticut General Statutes §1-84(i) and the State’s Code of Ethics).

5.4 Debarment and Good Standing. Contractor represents and warrants that (i) neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from contracting with the federal government, recipients of federal grants or contracts, or the State of Connecticut or any agency thereof; and (ii) it is a legally organized entity in good standing under the laws of the state of its organization and, where required, in good standing under the laws of the State of Connecticut. Contractor agrees to immediately notify the University in writing if it or its principals are debarred, proposed for debarment, declared ineligible or voluntarily excluded from contracting with the federal government, recipients of federal grants or contracts, or the State of Connecticut or any agency thereof, or there is any other event that makes Contractor or its principals an “Ineligible Person” at any time during the course of this Contract. An “Ineligible Person” is an individual or entity who: (A) is currently excluded, debarred, suspended, or otherwise ineligible to participate in any federal program (including, without limitation, any federal health care programs), or (B) has been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible.

6 Indemnification and Insurance Requirements.

6.1 Indemnification. The Contractor hereby indemnifies and shall defend and hold harmless the State of Connecticut, its officers and its employees 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 out of the performance of this agreement, including those arising out of injury to or death of Contractor’s employees or subcontractors, whether arising before, during or after completion of the services hereunder and in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by reason of any intentional, reckless or negligent act or omission of the Contractor or its employees, agents or subcontractors.

6.2 Infringement. Contractor shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Claims arising out of or resulting from any actual or alleged infringement of any Intellectual Property right by Contractor or the Services (including, without limitation, University’s use thereof).

6.3 Indemnification Procedures. University will notify Contractor of any Claims for which it seeks indemnity hereunder.

Contractor shall use counsel reasonably acceptable to University in fulfilling its obligations hereunder. University may, at its own cost and expense, participate in the defense of any Claims. Contractor shall keep University informed at all times as to the status of Contractor’s efforts and consult with University concerning such efforts. Contractor shall not settle any Claim without University’s prior written consent.

6.4 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 and any extension thereof. 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.

(i) 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

The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

(ii) Technology Professional Liability (Errors and Omissions) Insurance 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.

(iii) 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.

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

(v) 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 the 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.

7 Term and Termination.

7.1 Term. The term of this Agreement shall commence upon the date of execution by both parties and shall expire [ ] () years from the commencement date (the “Term”), unless extended or earlier terminated as provided herein. In the event some or all of the Services will not be completed upon expiration of the aforementioned Term, the University may, at no additional cost to the University, extend the Term 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.

7.2 Extensions. In addition to the foregoing, the University may, by written notice to Contractor, extend the Term of this Agreement for [ ] () additional periods of one (1) year each.

7.3 Termination for Breach. Either party may terminate this Agreement if the other party is in material breach of this Agreement and the breaching party has not cured such breach to the non-breaching party’s reasonable satisfaction within three (3) days after the non-breaching party’s delivery of written notice of the breach to the breaching party.

7.4 Termination for Convenience. UConn may terminate this Agreement, in whole or in part, at any time for any reason upon written notice to Contractor.

7.5 Effect of Termination. Upon the termination of this Agreement: (i) UConn will pay, within thirty (30) days, all undisputed amounts owing to Contractor for Services performed under this Agreement or, as of the effective date of termination; (ii) Contractor will deliver, in a format agreed upon by the parties, the Work Product (including all works in progress) created pursuant to this Agreement to UConn; and (iii) Contractor will deliver to UConn (or, upon UConn’s request, destroy and certify as to their destruction) all materials containing any confidential information of UConn related to this Agreement.

7.6 Survival. The following Sections shall survive the termination or expiration of this Agreement: Sections 3, 4, 5, 6, 7.5 and 8.

7.7 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.

8 Examination of Records and Audit. Contractor acknowledges that this Contract is subject to Connecticut General Statutes § 4e-30. Contractor shall prepare and maintain all records related to the Goods and/or Services, which shall be open to inspection and subject to audit by University or its authorized representatives for evaluation and verification of any invoices, payments, or claims submitted by Contractor or any of its payees, as required by governmental authorities, as necessary to ensure compliance with the Contract, or as desirable for any other valid business purpose. University or its authorized representatives shall give Contractor reasonable advanced notice of intent to audit. Contractor shall make available all relevant records so as to enable University to audit all reimbursable items excluding the make-up of any agreed upon lump sum amounts, fixed rates, or unit prices. Contractor shall preserve the records and University or its authorized representatives shall have access to the records for a period of five (5) years after the satisfaction of Contractor's obligations under this Contract, or for such longer period as may be required by law. If an audit conducted in accordance with this section discloses overpricing or overcharges (of any nature) by Contractor, applicable adjustments and/or payments to University shall be made by Contractor, with interest, within a reasonable amount of time not to exceed ninety (90) days from presentation of University’s findings to Contractor. If any such audit discloses overpricing or overcharging (of any nature) in an amount equal to or greater than 5%, Contractor shall, in addition to applicable adjustments and/or payments, reimburse University for all costs incurred in connection with such audit.

9 Miscellaneous.

9.1 Relationship of the Parties. Contractor is an independent contractor and the parties are not co-venturers or partners.

Neither party will have the authority to enter into any contracts in the name of or on behalf of the other party. Under no circumstances shall Contractor look to the University as his/her employer, or as a partner, agent or principal.

Contractor shall not be entitled to any benefits accorded to University's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services.

9.2 Notices. Any notice required or permitted under this Agreement or required by law will be in writing and will be:

(i) sent by first class registered mail; or (ii) sent by overnight air courier, in each case to the appropriate address set forth below, or as otherwise hereafter notified by the other party in accordance with this Section 9.2. Notices will be deemed given three (3) business days after deposit in the mail; or one (1) day after delivery to an overnight air courier service.

University

University of Connecticut 3 Discovery Drive, Unit ___ Storrs, CT 06269-____

ATT: _____________

Contractor:

9.3 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure by a party to enforce any of its rights or remedies under this Agreement will not be construed as a waiver.

9.4 Severability. If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held unenforceable by a court of competent jurisdiction (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law and

(ii) the remaining provisions of this Agreement shall remain in full force and effect.

9.5 Integration; Amendment. This Agreement (including any exhibits or schedules attached hereto) contains the entire agreement of the parties relating to its subject matter as of the date hereof. This Agreement may not be amended, except by a writing signed by both parties and if applicable, approved as to form by the Office of the Attorney General of the State of Connecticut, provided that the University may extend the term as provided in Section 7.1.

9.6 Assignment. This Agreement shall inure to the benefit of, and bind, the parties and their respective successors and permitted assigns. Contractor may not assign its rights or obligations pursuant to this Agreement without the University’s prior written consent.

9.7 Non-Exclusivity. The Agreement is a non-exclusive agreement and University remains free to enter into similar and/or identical agreements with other entities for the Services. Unless otherwise set forth in the Agreement, University is not obligated to any minimum purchase or future purchase obligations under this Agreement.

9.8 No Third-Party Rights. Nothing in the Agreement is intended to make any person or entity that is not a signatory to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

9.9 State of Connecticut Terms and Conditions. The parties acknowledge and agree that the State of Connecticut Terms and Conditions set forth at https://contracting-procurement.media.uconn.edu/wp-content/uploads/sites/808/2025/10/State-of-CT-Mandatory-Terms-REVISED-10-1-25.pdf, and attached for ease of review to this Agreement as Exhibit B, are incorporated into this Agreement.

9.10 Construction. When used in this Agreement, “including” and words of similar import mean “including but not limited to.” In the event of conflict between a provision in the Scope of Services and a provision in this Agreement, the provision in this Agreement prevails.

9.11 Counterparts. This Agreement may be executed and delivered in counterparts by facsimile or other electronic means.

Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original.

Contractor and UConn have caused their duly authorized representatives to execute this Agreement on the dates noted.

CONTRACTOR

By: _____________________ Name: _____________________ Title: _____________________ Date: _____________________

Address:

UNIVERSITY OF CONNECTICUT

By: _____________________ Name: _____________________ Title: _____________________ Date: _____________________

Address:

AGO Approval (As to Form)

By: Date:

Print Name: Title: _______________________________

Attachments Exhibit A: Services Exhibit B: State of Connecticut Terms and Conditions

EXHIBIT A

SERVICES

[Template description of Services, Scheduling, Personnel, Payment and Pricing based on selected response to Request for

Proposal]

A. SERVICES: The “Services” shall mean and include the following:

B. SCHEDULING OF SERVICES/DELIVERABLES: The Services shall be performed and deliverables provided (as applicable) as provided below:

C. CONTRACTOR’S DESIGNATED PERSONNEL:

D. PAYMENT and PRICING TERMS: The Contractor’s compensation for the of performance of the Services shall be based on:

E. INVOICING: The Contractor shall submit invoices to the University on the following schedule:

[If compensation is based on Hourly Rates pursuant to Section D above, invoices shall include detail regarding hours expended and hourly rates applied in support of the amount invoiced, along with such other information as may be requested by the University.]

F. EXPENSE REIMBURSEMENT:

[The Contractor shall be entitled reimbursement to the extent expenses were approved by the University in advance and to the extent reimbursable under, and otherwise incurred in accordance with, the then-governing University policy. The current version of such policy is published on the UConn Travel Services website located at http://www.travel.uconn.edu. The Contractor shall provide UConn with such evidence of actual costs incurred as the University may reasonably request. ]

G. PERMITTED SUBCONTRACTORS:

EXHIBIT B

STATE OF CONNECTICUT TERMS AND CONDITIONS

(October 1, 2025)

References herein to “University” shall mean the University of Connecticut (including UConn Health and all regional campuses) and references to "Contractor" shall mean the entity with whom University is contracting. References herein to “Contract” shall mean the agreement between University and Contractor (including any applicable University Purchase Order) to which these terms (“T&Cs”) are incorporated and made a part thereof.

[Sections 1 through 11 of these T&CS are incorporated into the Contract, regardless of value]

1. Statutory Authority. Connecticut General Statutes §§ 4a-52a, 4b-21, 4b-38, 10a-104, 10a-108, 10a-109d (a)(5), 10a- 151a, and/or 10a-151b, provide the University with authority to enter into contracts in the pursuit of its mission.

2. Governing Law. The Contract shall be construed in accordance with and governed by the laws of the State of

Connecticut without regard to its principles of conflicts of laws.

3. Claims. Contractor agrees that the sole and exclusive means for the presentation of any claim against the State of

Connecticut or University arising from this Contract shall be in accordance with Chapter 53 of the Connecticut General Statutes (Claims Against the State) and Contractor agrees not to initiate any legal proceedings in any state or federal court in addition to, or in lieu of, said Chapter 53 proceedings.

4. Sovereign Immunity. Contractor acknowledges and agrees that nothing in the Contract, or any solicitation leading up to the Contract, shall be construed as a modification, compromise or waiver by the University or State of Connecticut of any rights or defense of any immunities provided by federal law or the laws of the State of Connecticut to the University or State of Connecticut or any of their officers and employees, which they may have had, now have or will have with respect to all matters arising out of the Contract. To the extent that this section conflicts with any other section in the Contract, this section shall govern.

5. Background Checks. The Contractor warrants that it will not assign any employee, independent contractor or agent to perform services under the Contract unless that employee, independent contractor or agent has completed a background check and is deemed suitable by vendor for performing such services on a college campus attended and inhabited by students. The background check must minimally include criminal conviction information for the past seven years, a check of the national and state sex offender registries and a social security number verification. In conducting such background check, the Contractor shall comply with all applicable federal and state laws. All fees associated with the background checks shall be the responsibility of the Contractor. The Contractor shall immediately remove any employee, independent contractor or agent performing services under the Contract on campus: (i) if it becomes known to the Contractor that such person may be a danger to the health or safety of the campus community, or (ii) at the request of the University, based on a concern of community or individual safety.

6. Code of Conduct. In furtherance of its longstanding commitment to fundamental human rights, to the dignity of all people, and to the environment, the University has developed the Code of Conduct for University of Connecticut Vendors (the “Vendor Code of Conduct”). The Contractor hereby acknowledges receipt of the Vendor Code of Conduct. A copy of the Vendor Code of Conduct is available at http://csr.uconn.edu/. The Vendor Code of Conduct is hereby incorporated herein by reference to the extent the Contractor is required to comply with the same pursuant to this section.

The Contractor agrees to comply with the “Principal Expectations” described in the Vendor Code of Conduct. The Contractor further agrees to comply with the “Preferential Standards” described in the Vendor Code of Conduct, to the extent a commitment to so comply, or a representation of compliance, was provided by the Contractor to the University in writing. Any such commitment or representation is hereby incorporated herein by reference.

The Contractor agrees to provide the University with such evidence of Contractor’s compliance with this section as the University reasonably requests and to, at the request of the University, provide a comprehensive, annual summary report of the Contractor’s corporate social and environmental practices.

7. Ethics and Compliance. Contractor acknowledges that by doing business with or seeking to do business with the State it is subject to certain provisions of the Code of Ethics for Public Officials of the State of Connecticut (the “Code of Ethics”) applicable to current or prospective state contractors. Contractor acknowledges receipt and review of the “Guide to the Code of Ethics for Current or Potential State Contractors” as currently posted on the Web site of the Office of State Ethics www.ct.gov/ethics and agrees to comply with all provisions of the Code of Ethics applicable to Contractor as a current or potential state contractor. As required under Connecticut General Statutes §1-101qq, the Contractor will include the foregoing reference to the state ethics law summary in each subcontract entered into with Subcontractors in connection with the Project.

In accordance with the University’s compliance program, the University has in place an anonymous ethics and compliance reporting hotline service – 1-888-685-2637. Any person who is aware of unethical practices, fraud, violation of state laws or regulations or other concerns relating to University policies and procedures can report such matters anonymously.

Such persons may also directly contact the University’s compliance office at: Office of University Compliance, 28

Professional Park, Storrs, CT 06268; Phone 860-486-2530; universitycompliance@uconn.edu. As a provider of goods and/or services to the University, you are hereby required to notify your employees, as well as any subcontractors, who are involved in the implementation of the Contract, of this reporting mechanism.

8. Access to Contract and State Data. The Contractor shall provide to the University access to any data, as defined in Conn. Gen Stat. Sec. 4e-1, concerning the Contract and the University that are in the possession or control of the Contractor upon demand and shall provide the data to the University in a format prescribed by the University and the State Auditors of Public Accounts at no additional cost.

9. Use of University Marks. Except as expressly authorized in the Contract, Contractor is not permitted to use any

University mark without prior written approval of the University’s Office of Brand Partnerships and Trademark Management. “University mark” is herein defined as all registered marks to the University’s name (past or present), abbreviations, symbols, emblems, logos, mascot, slogans, official insignia, uniforms, landmarks, or songs. Contractor agrees to comply with the University's trademark licensing program concerning any use or proposed use by Contractor of any of University marks on goods, in relation to services, and/or in connection with advertisements or promotion of Contractor or its business. Prior to any use of a University mark by Contractor (or its affiliates or successors or assigns), Contractor will submit the proposed use of the University mark, together with a sample or specimen of the intended use, to the University’s Office of Trademark Licensing for approval. Such permission to use the mark as may be granted pursuant to the terms of the Contract shall terminate at the expiration of the Contract.

10. Executive Orders and Other Enactments.

a. All references in this Contract to any Federal, State, or local law, statute, public or special act, executive order, ordinance, regulation or code (collectively, “Enactments”) shall mean Enactments that apply to the Contract at any time during its term, or that may be made applicable to the Contract during its term. This Contract shall always be read and interpreted in accordance with the latest applicable wording and requirements of the Enactments. Unless otherwise provided by Enactments, the Contractor is not relieved of its obligation to perform under this Contract if it chooses to contest the applicability of the Enactments or the University’s authority to require compliance with the Enactments.

b. This Contract is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment practices, Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February 15, 1973, concerning the listing of employment openings and Executive Order No. Sixteen of Governor John G. Rowland promulgated August 4, 1999, concerning violence in the workplace, all of which are incorporated into and are made a part of this Contract as if they had been fully set forth in it.

c. This Contract may be subject to Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning procurement of cleaning products and services. If applicable, Executive Order No. 14 is deemed to be incorporated into and made a part of this Contract as if fully set forth in it.

11. Nondiscrimination.

(a) For purposes of this Section, the following terms are defined as follows:

i. "Commission" means the Commission on Human Rights and Opportunities;

ii. "Contract" and “contract” include any extension or modification of the Contract or contract;

iii. "Contractor" and “contractor” include any successors or assigns of the Contractor or contractor;

iv. "Gender identity or expression" means a person's gender-related identity, appearance or behavior, whether or not that gender-related identity, appearance or behavior is different from that traditionally associated with the person's physiology or assigned sex at birth, which gender-related identity can be shown by providing evidence including, but not limited to, medical history, care or treatment of the gender-related identity, consistent and uniform assertion of the gender-related identity or any other evidence that the gender-related identity is sincerely held, part of a person's core identity or not being asserted for an improper purpose;

v. “good faith" means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations;

vi. "good faith efforts" includes, but is not limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements;

vii. "marital status" means being single, married as recognized by the state of Connecticut, widowed, separated or divorced;

viii. "mental disability" means one or more mental disorders, as defined in the most recent edition of the American Psychiatric Association's "Diagnostic and Statistical Manual of Mental Disorders", or a record of or regarding a person as having one or more such disorders;

ix. "minority business enterprise" means any small contractor (1) fifty-one per cent or more of the capital stock, if any, or assets of which are owned by a person or persons who (a) exercise operational authority over the daily affairs of the enterprise, (b) have the power to direct the management and policies and receive the beneficial interest of the enterprise, (c) possess managerial and technical competence and experience directly related to the principal business activities of the enterprise, and (d) are members of a minority, as defined in C.G.S. § 32-9n, or are individuals with a disability, or (2) which is a nonprofit corporation in which fifty-one per cent or more of the persons who exercise operational authority over the enterprise, (a) possess managerial and technical competence and experience directly related to the principal business activities of the enterprise, (b) have the power to direct the management and policies of the enterprise, and (c) are member of a minority, as defined in C.G.S. § 32-9n, or are individuals with a disability; and

x. "public works contract" means any agreement (A) for construction, rehabilitation, conversion, extension, demolition or repair of changes or improvements in real property, and (B) that is financed in whole or in part by the state, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees where such funding equals one hundred fifty thousand dollars or more.

For purposes of this Section, the terms “Contract” and “contract” do not include a contract where each contractor is (1) a political subdivision of the state, including, but not limited to, a municipality, unless the contract is a public works contract,

(2) any other state, including but not limited to any federally recognized Indian tribal governments, as defined in C.G.S. § 1-267, (3) the federal government, (4) a foreign government, or (5) an agency of a subdivision, state or government described in the immediately preceding enumerated items (1), (2), (3),or (4).

(b) (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, sexual orientation, gender identity or expression, status as a veteran, status as a victim of domestic violence, status as a victim of sexual assault or status as a victim of trafficking in persons, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut; and the Contractor further agrees to take affirmative action to ensure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, sexual orientation, status as a veteran, status as a victim of domestic violence, status as a victim of sexual assault or status as a victim of trafficking in persons, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Contractor that such disability prevents performance of the work involved; (2) the Contractor agrees, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, to state that it is an "affirmative action equal opportunity employer" in accordance with regulations adopted by the Commission; (3) the Contractor agrees to provide each labor union or representative of workers with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which the Contractor has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Contractor's commitments under this Section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) the Contractor agrees to comply with each provision of this Section and Connecticut General Statutes §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes §§ 46a-56, 46a-68e, 46a-68f and 46a-86; and (5) the Contractor agrees to provide the Commission with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes § 46a-56. If the contract is a public works contract, the Contractor agrees and warrants that he or she will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects.

(c) Determination of the Contractor's good faith efforts shall include, but shall not be limited to, the following factors:

The Contractor's employment and subcontracting policies, patterns and practices; the timing and value of bids; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects.

(d) The Contractor shall develop and maintain adequate documentation, in a manner prescribed by the Commission, of its good faith efforts.

(e) The Contractor shall include the provisions of subsection (b) of this Section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State, and in every subcontract entered into in order to fulfill any obligation of a public works contract, and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions, including sanctions for noncompliance in accordance with Connecticut General Statutes § 46a-56; provided, if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.

(f) The Contractor agrees to comply with the regulations referred to in this Section as they exist on the date of this Contract and as they may be adopted or amended from time to time during the term of this Contract and any amendments thereto.

(g) Pursuant to subsection (c) of section 4a-60 of the Connecticut General Statutes, the Contractor, for itself and its authorized signatory of this Contract, affirms that it understands the obligations of this Section and that it will maintain a policy for the duration of the Contract to assure that the Contract will be performed in compliance with the nondiscrimination requirements of such section. The Contractor and its authorized signatory of this Contract demonstrate their understanding of this obligation by (A) having provided an affirmative response in the required online bid or response to a proposal question which asks if the contractor understands its obligations under such sections, (B) signing this Contract, or (C) initialing this nondiscrimination affirmation in the following box: [ ]

[Sections 1 through 15 of these T&Cs are incorporated into any Contract with a value equal to or greater than

$50,000, or a combination or series of such agreements or contracts having a value of $100,000 or more in a calendar year]

12. Large State Contract Representation for Contractor. Pursuant to section 4-252 of the Connecticut General Statutes and Acting Governor Susan Bysiewicz Executive Order No. 21-2, promulgated July 1, 2021, the Contractor, for itself and on behalf of all of its principals or key personnel who submitted a bid or proposal, represents:

(1) That no gifts were made by (A) the Contractor, (B) any principals and key personnel of the Contractor, who participate substantially in preparing bids, proposals or negotiating State contracts, or (C) any agent of the Contractor or principals and key personnel, who participates substantially in preparing bids, proposals or negotiating State contracts, to (i) any public official or State employee of the State agency or quasi- public agency soliciting bids or proposals for State contracts, who participates substantially in the preparation of bid solicitations or requests for proposals for State contracts or the negotiation or award of State contracts, or (ii) any public official or State employee of any other State agency, who has supervisory or appointing authority over such State agency or quasi-public agency;

(2) That no such principals and key personnel of the Contractor, or agent of the Contractor or of such principals and key personnel, knows of any action by the Contractor to circumvent such prohibition on gifts by providing for any other principals and key personnel, official, employee or agent of the Contractor to provide a gift to any such public official or State employee; and

(3) That the Contractor is submitting bids or proposals without fraud or collusion with any person.

13. Large State Contract Representation for Official or Employee of State Agency. Pursuant to section 4-

252 of the Connecticut General Statutes and Acting Governor Susan Bysiewicz Executive Order No. 21-2, promulgated July 1, 2021, the State agency official or employee represents that the selection of the person, firm or corporation was not the result of collusion, the giving of a gift or the promise of a gift, compensation, fraud or inappropriate influence from any person.

14. Consulting Agreement Representations. Pursuant to section 4a-81 of the Connecticut General Statutes, the person signing this Contract on behalf of the Contractor represents, to their best knowledge and belief and subject to the penalty of false statement as provided in section 53a-157b of the Connecticut General Statutes, that the Contractor has not entered into any consulting agreements in connection with this Contract, except for the agreements listed below or in an attachment to this Contract. "Consulting agreement" means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contacting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction, requests for information, or (C) any other similar activity related to such contracts. "Consulting agreement" does not include any agreements entered into with a consultant who is registered under the provisions of chapter 10 of the Connecticut General Statutes as of the date such contract is executed in accordance with the provisions of section 4a-81 of the Connecticut General Statutes.

Consultant’s Name and Title Name of Firm (if applicable)

Start Date:______ End Date:_______ Cost: _______ The basic terms of the consulting agreement are:_______________________ Description of the Services provided:________________________________ Is the Consultant a former State employee or former public official: [ ] Yes [ ] No If YES: ____________________ ______________

Name of…