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 and any packing slips 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 DPU (Incoterms 2020) UConn Health, West Loading 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/affirmative action employer as stated in UConn Health Policy 2002-44 Affirmative Action & Equal Employment Opportunity. UConn Health will not knowingly do business with contractors that discriminate against members of any class protected under federal or state of Connecticut law.

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 or its personnel will be providing Services at any UConn Health Premises, Contractor shall ensure that it and its personnel comply with all UConn Health requirements applicable to the circumstances of such on-site presence. Contractor and its 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 and its 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 participation in meetings related to the transition; (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 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.

17.2 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.

17.3 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-7b(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. § 1395nn). 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.

17.3.1 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.

17.3.2 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.

17.4 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.

17.5 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’s policy titled Prevention and Detection of Fraud, Waste and Abuse (2018-02).

18. BUSINESS ASSOCIATE AGREEMENT. The parties’ Business Associate Agreement is attached hereto as Exhibit A.

19. REPRESENTATIONS AND WARRANTIES CONCERNING MOTOR VEHICLES. If in performance of this Contract, Contractor uses or operates “motor vehicles” (as that term is defined by Conn. Gen. Stat. § 14-1(53), including, but not limited to, such services as snow plowing, sanding, hauling or delivery of materials, freight or merchandise, or the transportation of passengers), Contractor represents and warrants for itself and any Contractor Parties that:

19.1 It is the owner of record or lessee of record of each such motor vehicle used in the performance of this Contract, and each such motor vehicle is duly registered with the Connecticut Department of Motor Vehicles (“DMV”) in accordance with Connecticut law. If such motor vehicle is not registered with DMV, then it shall be duly registered with another state or commonwealth in accordance with such other state’s or commonwealth’s applicable statutes. Each such registration shall be in valid status, and shall not be expired, suspended or revoked by DMV or such other state or commonwealth for any reason or cause.

19.2 Each such motor vehicle shall be fully insured in accordance with the provisions of Conn. Gen. Stat. §§ 14‑12b, 14-112 and 38a-371, as amended, in the amounts required by the said sections or in such higher amounts as have been specified by DMV as a condition for the award of this Contract, or in accordance with all substantially similar provisions imposed by the law of the jurisdiction where the motor vehicle is registered.

19.3 Each individual who uses or operates a motor vehicle at any time in the performance of this Contract shall have and maintain a motor vehicle operator’s license or commercial driver’s license of the appropriate class for the motor vehicle being used or operated. Each such license shall bear the endorsement or endorsements required by the provisions of Conn. Gen. Stat. § 14-36a, as amended, to operate such motor vehicle, or required by substantially similar provisions imposed by the law of another jurisdiction in which the operator is licensed to operate such motor vehicle. The license shall be in valid status, and shall not be expired, suspended or revoked by DMV or such other jurisdiction for any reason or cause.

19.4 Each motor vehicle shall be in full compliance with all of the terms and conditions of all provisions of the Connecticut General Statutes and regulations, or those of the jurisdiction where the motor vehicle is registered, pertaining to the mechanical condition, equipment, marking and operation of motor vehicles of such type, class and weight, including, but not limited to, requirements for motor vehicles having a gross vehicle weight rating of 18,000 pounds or more or motor vehicles otherwise described by the provisions of Conn. Gen. Stat. § 14-163c(a) and all applicable provisions of the Federal Motor Carrier Safety Regulations, as set forth in Title 49, Parts 382 to 399, inclusive, of the Code of Federal Regulations.

20. AUDIT AND INSPECTION OF RECORDS.

20.1 Contractor shall prepare, maintain and preserve all Records. During the Term, and for three (3) years from the date of Termination, Cancellation or Expiration, UConn Health and other authorized representatives of the State shall have free and full access, during normal business hours, to all Records, in whatever form they exist or are stored, and upon UConn Health’s request all such Records, or exact copies thereof, shall be immediately turned over to UConn Health.

20.2 Contractor may be required to provide for an annual financial audit acceptable to UConn Health for any expenditure of State or federal awarded funds made by Contractor. The State Auditors of Public Accounts or their designee shall have access to all Records for the fiscal year(s) in which the award was made. Contractor shall comply with federal and State single audit standards as applicable.

20.3 Contractor shall cooperate fully with the State and its agents in connection with any audit or inspection. Contractor shall ensure that in all of its contracts with third parties pertaining to the performance of this Contract, provision shall be specifically made to assure Contractor’s ability to fully meet the obligations set forth in this section. Following any audit or inspection, Contractor shall cooperate with an exit conference upon the State’s request.

21. CONFIDENTIAL Information and protection of data.

21.1 Contractor responsibilities:

21.1.1 Contractor, at its own expense, has a duty to and shall protect any and all confidential information which it comes to possess or control pursuant to this Contract, wherever and however stored or maintained, in a commercially reasonable manner in accordance with current industry standards. In performing Services pursuant to this Contract, Contractor shall comply with all applicable federal and state statutes and regulations, including, but not limited to the Gramm-Leach-Bliley Act, and the Family Educational Rights and Privacy Act (“FERPA”), in the protection of all personally identifiable and other protected confidential information and non-directory student or patient data. UConn Health also requires that contractors have policies and procedures to prevent identity theft, and to report any “Red Flags” (as defined by Federal Trade Commission regulations) regarding identity theft to UConn Health promptly upon discovery.

21.1.2 All data provided to Contractor by UConn Health or developed internally by Contractor with regard to UConn Health shall be treated as proprietary to UConn Health unless UConn Health agrees in writing to the contrary. Contractor agrees to forever hold in confidence all files, records, documents, or other information as designated, whether prepared by UConn Health or others, which may come into Contractor’s possession during the term of this Contract, except where disclosure of such information by Contractor is required by governmental authority to ensure compliance with laws, rules or regulations, and such disclosure shall be limited to that actually so required. Where such disclosure is required, Contractor shall provide advance notice to UConn Health of the need for the disclosure and shall not disclose absent consent from UConn Health.

21.1.3 Contractor shall deliver all Records to UConn Health in electronic, magnetic or other intangible form in a non-proprietary format (such as ASCII or .TXT) or other, mutually agreed format, no later than thirty (30) Calendar Days after Termination, Cancellation or Expiration of this Contract or fifteen (15) Calendar Days after Contractor receives a written request from UConn Health for the Records.

21.1.4 Contractor shall require each Contractor Party to safeguard confidential information in the same manner as provided for herein.

21.1.5 Nothing in this section shall supersede in any manner Contractor’s or Contractor Party’s obligations pursuant to HIPAA or as a Business Associate.

21.2 UConn Health responsibilities: UConn Health will afford due regard to Contractor’s request for the protection of proprietary or confidential data that UConn Health receives; however, all materials associated with the Solicitation (if any) and this Contract are subject to the Connecticut Freedom of Information Act (“FOIA”). If Contractor indicates that certain documents are submitted in confidence, by specifically and clearly marking them as “CONFIDENTIAL,” UConn Health will endeavor to keep said data confidential to the extent permitted by law. However, UConn Health has no obligation to initiate, prosecute or defend any legal proceeding or to seek a protective order or other similar relief to prevent disclosure of anything that is sought pursuant to a FOIA request. Contractor shall have the burden of establishing, in the legally-prescribed manner, the availability of any FOIA exemption in any proceeding where it is an issue. In no event shall UConn Health or the State have any liability for the disclosure of any documents or data in UConn Health’s possession which UConn Health believes is required to be disclosed pursuant to FOIA or other requirements of law. To the extent that any other provision of the Contract, Solicitation or any other Records or documents conflicts or is in any way inconsistent with this section, this section controls and shall apply.

22. INDEMNIFICATION/Hold Harmless.

22.1 Contractor shall indemnify, defend and hold harmless UConn Health, the State and their respective officers, representatives, agents, servants, employees, successors and assigns from and against any and all: (a) Claims arising directly or indirectly from the acts or omissions of Contractor or Contractor Parties in connection with the Contract (collectively, the “Acts”); and (b) liabilities, damages, losses, costs and expenses, including, but not limited to, attorneys’ and other professionals’ fees, arising, directly or indirectly, in connection with Acts.

22.2 Contractor shall reimburse the State for any and all damage to the State’s real or personal property, and shall pay for or repair damage to its own work or the work of other contractors, caused by the Acts.

22.3 Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract, without being lessened or compromised in any way, even where Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims or where the State is alleged or is found to have contributed to the Acts giving rise to the Claims.

22.4 Contractor shall carry and maintain at all times during the term of the Contract, and during the time that any provisions survive the term of the Contract, sufficient general liability insurance to satisfy its obligations under this Contract.

22.5 Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this Contract. The rights provided in this section for the benefit of the State shall encompass the recovery of attorneys’ and other professionals’ fees expended in pursuing a Claim against a third party.

22.6 This section shall survive the Termination, Cancellation or Expiration of the Contract and shall not be limited by reason of any insurance coverage.

23. INSURANCE.

23.1 Contractor agrees that while performing under this Contract, it shall carry sufficient insurance (liability and/or other, as applicable), in at least the following amounts, so as to save the State harmless from liability for any Act that is insurable:

23.1.1 Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. Coverage shall include Premises and Operations, Independent Contractors, Products and Completed Operations, Contractual Liability and Broad Form Property Damage coverage. If a general aggregate is used, the general aggregate limit shall apply separately to the work performed by Contractor under this Contract, or the general aggregate limit shall be twice the occurrence limit.

23.1.2 Automobile Liability: $1,000,000 combined single limit per accident for bodily injury. Coverage extends to owned, hired and non-owned automobiles. If Contractor does not own an automobile, but one is used in the execution of this Contract, then only hired and non-owned coverage is required. If a vehicle is not used in the execution of this Contract, then automobile coverage is not required.

23.1.3 Professional Liability: $1,000,000 limit of liability.

23.1.4 Workers’ Compensation and Employers Liability: Statutory coverage in compliance with the Compensation laws of the State of Connecticut, which shall include Employer’s Liability with minimum limits of $100,000 each accident, $500,000 Disease-Policy limit, $100,000 each…