UConn Health Standard Contract.doc

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.14 Proposal: A response to a Solicitation.

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

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

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

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

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

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

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

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

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

2. PURPOSE. Contractor shall provide the Goods and/or Services to UConn Health as specifically set forth in Exhibit A hereto and the relevant Proposal that occasioned this Contract. UConn Health shall utilize and compensate Contractor as set forth herein. This is a non-exclusive relationship; Contractor may sell its goods/services to other customers and UConn Health may utilize other suppliers or its own staff to provide the same or similar goods/services. Unless otherwise more specifically set forth herein, this contract is not a requirements contract or an agreement to purchase any specific quantity of Goods or Services.

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

4. PAYMENT.

4.1 UConn Health shall pay Contractor an amount not to exceed $Maximum Payable Amount for the Full Contract Term over the Term of the Contract, including any Renewal Term(s), in the manner specified below, within thirty (30) Calendar Days from the date of UConn Health’s receipt and approval of Contractor’s invoice.

4.1.1 Contractor’s invoice shall include: 1) UConn Health’s purchase order number issued to Contractor hereunder; 2) a description of what Goods and/or Services the invoice represents; and 3) such other information as UConn Health may reasonably require from time to time.

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

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

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

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

5. PURCHASE ORDERS.

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

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

6. GOODS: DELIVERY AND INSTALLATION.

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

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

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

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

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

7. STANDARDS AND INSPECTION.

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

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

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

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

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

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

9. LABOR AND PERSONNEL; ON-PREMISES SERVICES.

9.1 General Requirements. At all times, Contractor shall utilize approved, qualified personnel necessary under this Contract. Contractor agrees not to subcontract any portion of this Contract without the prior written permission of UConn Health.

9.2 Equal Opportunity. UConn Health is an equal opportunity employer and adheres to UConn Health Policy 2002-44 Affirmative Action and Equal Opportunity. UConn Health will not knowingly do business with any person or entity who discriminates against members of any class protected under federal law or sections 4a-60 or 4a-60a of the Connecticut General Statutes, which are referenced in the Nondiscrimination section of this Contract.

9.3 Labor Disputes. Contractor shall be responsible for maintaining a tranquil working relationship between Contractor’s work force and any State employees or other contractors present at the work site. Contractor shall advise UConn Health promptly, in writing, of any actual or anticipated labor dispute or other labor-related occurrence known to Contractor involving Contractor’s employees or subcontractors, which may reasonably be expected to affect Contractor’s obligations under this Contract. UConn Health shall then have the option to require Contractor to arrange for temporary employees or subcontractors satisfactory to UConn Health to provide Goods and/or perform Services otherwise to be delivered or performed by Contractor hereunder. Contractor shall assume full financial responsibility for any economic harm caused to UConn Health by such subcontract arrangement. Contractor shall quickly resolve all labor disputes which result from Contractor’s presence at the work site, or other action under its control. Labor disputes shall not be deemed to be sufficient cause to allow Contractor to make any claim for additional compensation for cost, expenses or any other loss or damage, nor shall those disputes be deemed to be sufficient reason to relieve Contractor from any of its obligations under this Contract.

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

9.5 On-Premises Services. If Contractor’s personnel will be providing Services at any UConn Health Premises, Contractor shall ensure that such personnel comply with all UConn Health requirements applicable to the circumstances of their on-site presence. Contractor personnel shall comply with all rules generally applicable to individuals present at the location, such as prohibitions on: the use or possession of drugs or alcohol; possession of weapons; smoking; harassment or intimidation; violation of traffic rules; the unauthorized use, removal or theft of UConn Health property; conduct that endangers the health, safety and welfare of others; interference with the work of others; loud or vulgar behavior; or the use of profanity. Contractor personnel may be subject to additional requirements, including (without limitation): background checks; health screenings and immunizations; completion of certifications/attestations; dress code/uniform; and/or wearing an identification badge while working at UConn Health Premises. Contractor shall be responsible for all costs associated with such compliance. If UConn Health determines that an individual is not compliant with any applicable requirement(s), UConn Health may: (a) require Contractor to immediately remove that individual from performance of Services under this Contract without penalty to UConn Health, and (b) still require Contractor to complete its obligations hereunder.

10. TERMINATION.

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

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

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

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

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

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

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

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

11. BREACH.

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

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

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

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

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

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

15. CONTRACTOR GUARANTIES.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15.22 Contractor represents and warrants that it complies with all applicable Occupational Health and Safety Administration regulations, and that it has not had any violations or criminal convictions that would preclude UConn Health from entering into this Contract pursuant to Connecticut General Statutes § 31-57b (Awarding of contracts to occupational safety and health law violators prohibited).

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

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

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

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

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

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

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

16. CONTRACTOR CHANGES.

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

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

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

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

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

17. LAWS AND REGULATIONS.

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

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

17.3 Freedom of Information Act/Public Records. This Contract is disclosable under the Freedom of Information Act (Chapter 14 of the Connecticut General Statutes), and all corresponding rules, regulations and interpretations (collectively “FOIA”) and will not be treated as confidential information. In addition, if Conn. Gen. Stat. § 1-218 applies to this Contract, Contractor will provide, promptly upon request of UConn Health, copies of Contractor’s records and files related to Contractor’s performance hereunder, as such records and files are subject to and may be disclosed pursuant to FOIA.

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

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

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

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

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

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

17.8 Summary of Ethics Laws

. Pursuant to the requirements of section 1-101qq of the Connecticut General Statutes (a) UConn Health has provided to Contractor the summary of State ethics laws developed by the State Ethics Commission pursuant to section 1-81b of the Connecticut General Statutes, which summary is incorporated by reference into and made a part of this Contract as if the summary had been fully set forth in this Contract; (b) Contractor represents that the chief executive officer or authorized signatory of the Contract and all key employees of such officer or signatory have read and understood the summary and agree to comply with the provisions of state ethics law; (c) prior to entering into a contract with any subcontractors or consultants, Contractor shall provide the summary to all subcontractors and consultants and each such contract entered into with a subcontractor or consultant on or after July 1, 2021, shall include a representation that each subcontractor or consultant and the key employees of such subcontractor or consultant have read and understood the summary and agree to comply with the provisions of state ethics law; (d) failure to include such representations in such contracts with subcontractors or consultants shall be cause for termination of the Contract; and (e) each contract with such contractor, subcontractor or consultant shall incorporate such summary by reference as a part of the contract terms.

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

17.10 Whistleblower

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

17.11 Federal False Claims Act; Prevention of Fraud, Waste and Abuse. The Federal False Claims Act (“FCA”) imposes civil penalties on people and companies who “knowingly” (as that term is defined in the FCA) submit a false claim or statement to a federally funded program, or otherwise conspire to defraud the government. The FCA extends to any payment requested of the federal government, and specifically applies to billing and claims sent from UConn Health to any government payer program, including Medicare and Medicaid. The FCA also contains provisions intended to protect individuals who report suspected fraud. Under the FCA, any person or company that submits a false claim or statement to the government may be assessed a fine for each such false claim submitted, regardless of size, and may also be charged additional penalties. (Refer to the following documents for further information: Section 6032 of the Deficit Reduction Act of 2005; 31 U.S.C. §§ 3729-3733 and 3801-3812; Conn. Gen. Stat. §§ 31‑51m, 53a-290, et seq., and 17b-127.) Any contractor, subcontractor, agent or other person or entity who furnishes or authorizes the furnishing of health care items or services or performs billing or coding functions on behalf of UConn Health must comply with all applicable laws and regulations and adhere to relevant UConn Health policies and procedures, including UConn Health Policy 2018-02 Fraud, Waste and Abuse Prevention and Education in Healthcare.

17.12 Executive Orders and Other Enactments.

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

17.12.2 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 the Executive Orders referenced in this subsection are incorporated into and are made a part of this Contract as if they had been fully set forth in it.

17.12.3 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.

17.13 Campaign Contribution Restriction

. For all State contracts, defined in section 9-612 of the Connecticut General Statutes as having a value in a calendar year of $50,000 or more, or a combination or series of such agreements or contracts having a value of $100,000 or more, the authorized signatory to this Contract represents that they have received the State Elections Enforcement Commission’s notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice.

17.14 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” shall include, but not be 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 or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Conn. Gen. Stat. § 32-9n; and

x. “public works contract” means any agreement between any individual, firm or corporation and the State or any political subdivision of the State other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or improvements in real property, or which is financed in whole or in part by the State, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees.

For purposes of this Section, the terms “Contract” and “contract” do not include a contract where each contractor is (1) a political subdivision of the state, including, but not limited to, a municipality, unless the contract is a municipal public works contract or quasi-public agency project contract, (2) any other state, including but not limited to any federally recognized Indian tribal governments, as defined in Conn. Gen. Stat. § 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, gender identity or expression, status as a veteran, status as a victim of domestic violence, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such…