UConn Student Health Insurance Plan RFP CDR083126 Template Contract.pdf

Purchasing Agreement for Goods and Services

Contract No.

This contract (hereinafter “Contract”) is made and entered into by and between:

University of Connecticut and Storrs, CT 06269-6076 hereinafter “University” hereinafter “Contractor”

University Contract Administrator/Phone Contractor Contact/Phone

This Contract is comprised of the following documents, listed in the following order of precedence: (1) the terms and conditions set forth in the body of this Contract and (2) the Incorporated Documents, as defined and identified in Section 5.1 herein.

Section 1

Term

1.1 Term. The term of this Contract shall commence upon execution of this Contract and end on [END DATE]

(the “Term”).

Section 2

Contractor Responsibilities

2.1 Scope of Services and Pricing. The Contractor shall provide the University with the goods and/or services described on Exhibit D hereto (the “Goods and Services”). The Goods and Services shall be performed in accordance with the scheduling requirements and for the compensation described on Exhibit D.

Section 3

Compensation

3.1 Maximum Amount Payable.

Maximum Amount Payable under this Contract: $[ ]

3.2 Invoicing. Invoices shall be in a form reasonably acceptable to the University and include such information and documentation as the University may reasonably request, including, without limitation, the applicable University Purchase Order number against which such invoice is submitted. The University shall not be obligated to make payments on invoices that are not in such form and/or that do not contain such information.

Tem pla te C on tra ct

RFP#

CDR08

3.3 Payment. Payments shall be due within forty-five (45) days after the University’s receipt and approval of Contractor’s invoice. The University may withhold payment of any amount invoiced that is subject to good faith dispute, provided that, in the event of such a dispute, the University notifies Contractor of the amount in dispute and the reason for such dispute within twenty (20) days after receipt of the applicable invoice.

The University will not be considered in breach of Contract for withholding any amount that is under good faith dispute. Payments will be net of any required tax withholding.

3.4 Taxes. University is exempt from sales and use tax in Connecticut and several other states. Where applicable, Contractor will pay, and is solely responsible for, all taxes, tariffs, and duties imposed on Contractor in connection with its performance under the Contract, including any federal, state, and local income, sales, use, excise, and other taxes or assessments.

3.5 Travel. Intentionally Omitted

Section 4

Notices

4.1 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Contract must be in writing. All notices, demands and requests shall be deemed to have been properly served if given by personal delivery, or if transmitted by facsimile with confirmed receipt, or if delivered to Federal Express or other reputable express carrier for next business day delivery, charges billed to or prepaid by shipper; or if deposited in the United States mail, registered or certified with return receipt requested, proper postage prepaid, addressed as follows:

If to the University: University of Connecticut

Department of Procurement Services 3 Discovery Drive, U-6076 Storrs, CT 06269 Attention: Alexandra Gillett, Director of Procurement Contracting and Compliance

If to the Contractor:

Any party may change its notice information by giving written notice in accordance with this Section.

Section 5

Incorporated Documents

5.1 Incorporated Documents. The Contractor shall comply with the terms and conditions of the following documents (the “Incorporated Documents”) all of which are hereby incorporated into and made a part of this Contract, and shall have the following order of precedence:

(a) State of Connecticut Terms and Conditions – Exhibit A

(b) General Terms and Conditions of Purchase – Exhibit B

(c) Confidentiality Specifications – Exhibit C

(d) Health Insurance Portability and Accountability Act – Exhibit D pla te C on tra ct

RFP#

CDR08

(e) Network Access and Data Use Terms – Exhibit E

(f) Scope of Services and Pricing – Exhibit F

(g) Copy of Insurance Policy – Exhibit G

IN WITNESS WHEREOF, this Contract has been duly executed by the following parties:

UNIVERSITY OF CONNECTICUT:

By: By:

Print Name: Print Name:

Title: Title:

Date: Date:

te C on tra ct

RFP#

CDR08

EXHIBIT A

STATE OF CONNECTICUT TERMS AND CONDITIONS

(October 1, 2025)

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

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

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

2. Governing Law. The Contract shall be construed in accordance with and governed by the laws of the State of Connecticut without regard to its principles of conflicts of laws.

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

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

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

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

The Contractor agrees to comply with the “Principal Expectations” described in the Vendor Code of Conduct. The

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

The Contractor agrees to provide the University with such evidence of Contractor’s compliance with this section as the

Tem pla te C on tra ct

RFP#

CDR08

http://csr.uconn.edu/

University reasonably requests and to, at the request of the University, provide a comprehensive, annual summary report of the Contractor’s corporate social and environmental practices.

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

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

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

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

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

9. Use of University Marks. Except as expressly authorized in the Contract, Contractor is not permitted to use any University mark without prior written approval of the University’s Office of Brand Partnerships and Trademark Management. “University mark” is herein defined as all registered marks to the University’s name (past or present), abbreviations, symbols, emblems, logos, mascot, slogans, official insignia, uniforms, landmarks, or songs. Contractor agrees to comply with the University's trademark licensing program concerning any use or proposed use by Contractor of any of University marks on goods, in relation to services, and/or in connection with advertisements or promotion of Contractor or its business. Prior to any use of a University mark by Contractor (or its affiliates or successors or assigns), Contractor will submit the proposed use of the University mark, together with a sample or specimen of the intended use, to the University’s Office of Trademark Licensing for approval. Such permission to use the mark as may be granted pursuant to the terms of the Contract shall terminate at the expiration of the Contract.

10. Executive Orders and Other Enactments.

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

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

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

Tem pla te C on tra ct

RFP#

CDR08

http://www.ct.gov/ethics mailto:universitycompliance@uconn.edu

11. Nondiscrimination.

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

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

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

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

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

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

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

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

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

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

and

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

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

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

(b) (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, sexual orientation, gender identity or expression, status as a veteran, status as a victim of domestic violence, status as a victim of sexual assault or status as a victim of trafficking in persons, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut; and the Contractor further agrees to take affirmative action to ensure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, sexual orientation, status as a veteran, status as a victim of domestic violence, status as a victim of sexual assault or status as a victim of trafficking in persons, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Contractor that such disability prevents performance of the work involved; (2) the Contractor agrees, in all solicitations or advertisements

Tem pla te C on tra ct

RFP#

CDR08

for employees placed by or on behalf of the Contractor, to state that it is an "affirmative action equal opportunity employer" in accordance with regulations adopted by the Commission; (3) the Contractor agrees to provide each labor union or representative of workers with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which the Contractor has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Contractor's commitments under this Section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) the Contractor agrees to comply with each provision of this Section and Connecticut General Statutes §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes §§ 46a-56, 46a-68e, 46a-68f and 46a-86;

and (5) the Contractor agrees to provide the Commission with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes § 46a-56. If the contract is a public works contract, the Contractor agrees and warrants that he or she will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects.

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

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

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

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

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

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

[Sections 1 through 15 of these T&Cs are incorporated into any Contract with a value equal to or greater than $50,000, or a combination or series of such agreements or contracts having a value of $100,000 or more in a calendar year]

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

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

(2) That no such principals and key personnel of the Contractor, or agent of the Contractor or of such pla te C on tra ct

RFP#

CDR08

principals and key personnel, knows of any action by the Contractor to circumvent such prohibition on gifts by providing for any other principals and key personnel, official, employee or agent of the Contractor to provide a gift to any such public official or State employee; and

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

13. Large State Contract Representation for Official or Employee of State Agency. Pursuant to section 4- 252 of the Connecticut General Statutes and Acting Governor Susan Bysiewicz Executive Order No. 21-2, promulgated July 1, 2021, the State agency official or employee represents that the selection of the person, firm or corporation was not the result of collusion, the giving of a gift or the promise of a gift, compensation, fraud or inappropriate influence from any person.

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

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

Start Date End Date Cost

The basic terms of the consulting agreement are:

Description of Services Provided:

Is the consultant a former State employee or former public official? YES NO

If YES:

Name of Former State Agency Termination Date of Employment

15. Campaign Contribution Restrictions. For all State contracts, defined in section 9-612 of the Connecticut General Statutes as having a value of $50,000 or more, or a combination or series of such agreements or contracts having a value of $100,000 or more in a calendar year, 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.

[Sections 1 through 17 of these T&Cs are incorporated into any Contract with a value equal to or greater than $500,000]

16. Summary of State Ethics Laws. Pursuant to the requirements of section 1-101qq of the Connecticut General Statutes (a) the State has provided to the Contractor the summary of State ethics laws developed by the Office of State Ethics 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) the 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, the 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

Tem pla te C on tra ct

RFP#

CDR08

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. Iran Energy Investment Certification.

a. Pursuant to section 4-252a of the Connecticut General Statutes, the Contractor certifies that it has not made a direct investment of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, and has not increased or renewed such investment on or after said date.

b. If the Contractor makes a good faith effort to determine whether it has made an investment described in subsection (a) of this section then the Contractor shall not be deemed to be in breach of the Contract or in violation of this section. A "good faith effort" for purposes of this subsection includes a determination that the Contractor is not on the list of persons who engage in certain investment activities in Iran created by the Department of General Services of the State of California pursuant to Division 2, Chapter 2.7 of the California Public Contract Code. Nothing in this subsection shall be construed to impair the ability of the State agency or quasi-public agency to pursue a breach of contract action for any violation of the provisions of the Contract.

[Sections 1 through 18 of these T&Cs are incorporated into any Contract with a value equal to or greater than$2,500,000]

18. Freedom of Information.

a. Contractor acknowledges that University must comply with the Freedom of Information Act, C.G.S. §§ 1-200 et seq. (“FOIA”) which requires the disclosure of documents in the possession of the University upon request of any citizen, unless the content of the document falls within certain categories of exemption.

b. Governmental Function. In accordance with C.G.S. § 1-218, if the amount of this Contract exceeds two million five hundred thousand dollars ($2,500,000), and the Contractor is a “person” performing a “governmental function”, as those terms are defined in C.G.S. § 1-200, the University is entitled to receive a copy of the records and files related to the Contractor’s performance of the governmental function, which may be disclosed by University pursuant to the FOIA.

[Sections 1 through 19 of these T&Cs are incorporated into any Contract with a value equal to or greater than $5,000,000]

19. Whistleblowing. 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 the Contractor takes or threatens to take any personnel action against any employee of the Contractor in retaliation for such employee’s disclosure of information to any employee of the contracting state or quasi-public agency or the Auditors of Public Accounts or the Attorney General under the provisions of subsection (a) of such statute, then in accordance with subsection (e) of such statute, the 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. The State 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 the Contractor.

[Section 20 is incorporated into any Contract to the extent required pursuant to Conn. Gen. Stat. Section 4d-31, which statute requires certain state contracts ensure the compatibility and continuity of state IT hardware, software and protocols.]

20. Information Technology Provisions

State Comptroller Specifications. In accordance with Conn. Gen. Stat. § 4d-31, this Agreement is deemed to have incorporated within it, and Contractor shall deliver the Goods and Services in compliance with, all specifications

Tem pla te C on tra ct

RFP#

CDR08

established by the State Comptroller to ensure that all policies, procedures, processes and control systems, including hardware, software and protocols, which are established or provided by Contractor, are compatible with and support the State's core financial systems, including but not limited to, accounting, payroll, time and attendance, and retirement systems.

General Assembly Access to Records. In accordance with Conn. Gen. Stat. § 4d-40, the Joint Committee on Legislative Management and each nonpartisan office of the General Assembly shall continue to have access to University of Connecticut records that is not less than the access that said committee and such offices have on July 1, 1997.

Continuity of Systems. This Section is intended to comply with Conn. Gen. Stat. §4d-44.

(a) Contractor acknowledges that the system and associated services are important to the function of State government and that they must continue without interruption. Pursuant to Conn. Gen. Stat. §4d-44, if the work under the Contract, any subcontract, or amendment to either, is transferred back to the State or to another contractor at any time for any reason, then the Contractor shall cooperate fully with the State, and do and perform all acts and things that University of Connecticut deems to be necessary or appropriate, to ensure continuity of state agency information system and telecommunication system facilities, equipment and services so that there is no disruption or interruption in performance as required or permitted in the Contract.

The Contractor shall not enter into any subcontract for any part of the performance under the Contract without approval of such subcontract by the State, as required by Conn. Gen. Stat. §4d-32, and without such subcontract including a provision that obligates the subcontractor to comply fully with Conn. Gen. Stat. §4d- 44 as if the subcontractor were in fact the Contractor. The Contractor shall make a full and complete disclosure of and delivery to the State or its representatives of all Records and “Public Records,” as that term is defined in Conn. Gen. Stat. §4d-33, as it may be amended, in whatever form they exist or are stored and maintained and wherever located, directly or indirectly concerning the Contract.

(b) The parties shall follow the below applicable and respective procedures in order to ensure the orderly transfer to the State the following:

1. facilities and equipment: Unless a shorter period is necessary or appropriate to ensure compliance with subsection (a) above, in which case that shorter period shall apply, Contractor shall deliver to University, F.O.B. Storrs, Connecticut or other State location which University identifies, all facilities and equipment related to or arising out of the Contract, subcontract or amendment, no later than 10 days from the date that the work under the Contract is transferred back to the State or to another contractor for any reason. The Contractor shall deliver the facilities and equipment to University, during University’s business hours, in good working order and in appropriately protective packaging to ensure delivery without damage.

Concurrent with this delivery, the Contractor shall also deliver all related operation manuals and other documentation in whatever form they exist and a list of all related passwords and security codes;

2. software deliverables created or modified pursuant to the Agreement, subcontract or amendment: Unless a shorter period is necessary or appropriate to ensure compliance with subsection (a) above, in which case that shorter period shall apply, the Contractor shall deliver to University, F.O.B. Storrs, Connecticut or other location which University identifies, all software deliverables, no later than 10 days from the date that the work under the Contract is transferred back to the State or to another contractor for any reason. The Contractor shall deliver such deliverables to University, during University's business hours, in good working order, and if equipment shall be delivered, in appropriately protective packaging to ensure delivery without damage. Concurrent with this delivery, the Contractor shall also deliver all deliverable- related operation manuals and other documentation in whatever form they exist, if delivery of such manuals and documentation is required by this Contract, and a list of all deliverable passwords and security codes; and

3. Public Records, as defined in Conn. Gen. Stat. §4d-33, as it may be amended, which the Contractor or Contractor Parties possess or create pursuant to the Contract, subcontract or amendment: Unless a shorter period is necessary or appropriate to ensure compliance with subsection (a) above, in which case that shorter period shall apply, the Contractor shall deliver to University, F.O.B. Storrs, Connecticut or other State location which University identifies, all Public Records created or modified pursuant to the Contract, subcontract or amendment and requested in writing by University (provided that Contractor may redact confidential information of Contractor, its personnel or third parties to the extent permitted by applicable law) no later than 10 days from the date that the work under the Contract is transferred back to the State or to another contractor for any reason. The

Tem pla te C on tra ct

RFP#

CDR08

Contractor shall deliver to University those Public Records in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or TXT. The Contractor shall deliver to University, during University's business hours, those Public Records and a list of all applicable passwords and security codes, all in appropriately protective packaging to ensure delivery without damage.

(c) If Contractor employs former State employees, it shall facilitate the exercising of any reemployment rights that such State employees may have with the State, including, but not limited to, affording them all reasonable opportunities during the workday to interview for State jobs. Contractor shall include language similar to this section in all of its contracts with its subcontractors and applicable Contractor Parties, so that they are similarly obligated.

te C on tra ct

RFP#

CDR08

EXHIBIT B

General Terms and Conditions of Purchase

1. General. The equipment, materials, goods, and supplies (“Goods”) and/or services (“Services”) furnished by Contractor under the Contract are governed by the terms and conditions in the Contract, including, without limitation the terms and conditions set forth in this Exhibit B. Written acceptance, or shipment of all or any portion of the Goods, or the performance of all or any portion of the Services, will constitute Contractor’s unqualified acceptance of the Contract.

2. Delivery, Title, Risk of Loss of Goods. Contractor shall deliver any and all Goods to the location designated by University in the quantities and on the date(s) specified by University. Title and risk of loss shall pass to University when Goods have actually been received, installed (if applicable) and accepted by University at the location that it designates. Acceptance for purposes of the preceding sentence does not limit University’s right to reject Goods pursuant to the Contract. Contractor is solely responsible for packing, crating, marking, and transporting any Goods, and for liability for any loss or damage to such Goods in transit. Contractor is responsible for confirming, before delivery, that all University doorways, hallways, elevators, room sizes, service access spaces, and utilities are adequate to facilitate delivery of the Goods. [Delete if N/A]

3. Inspection. University shall have a reasonable period of time to inspect and test the Goods and/or Services, but in any event not less than thirty (30) days after receipt of such Goods and/or Services. Unless otherwise set forth in the Contract, University shall determine the manner and scope of inspection for the Goods and/or Services.

If prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, defective, not as specified, or otherwise nonconforming, University may at its discretion: (i) reject such Goods and/or Services; (ii) require Contractor to correct them at the sole cost of Contractor; and/or (iii) require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Contractor is unable or refuses to correct such deficiencies within a time University deems reasonable, University may terminate the Contract in whole or in part. Contractor bears all risks as to rejected Goods and/or Services and, in addition to any costs for which Contractor may be liable under the Contract, will reimburse University for all transportation costs, other related costs incurred, and any payments to Contractor for the rejected Goods and/or Services. No action or inaction of University shall be deemed acceptance of any Goods and/or Services.

4. Ownership and Use.

4.1 Definitions. “Intellectual Property” means all intellectual property rights of every kind and description, including without limitation all U.S. and non-U.S.: (i) patents, patent disclosures, and inventions; (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together will all of the goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases; (iv) trade secrets, know-how, and other confidential information; and (v) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection. “Background IP” means any Intellectual Property owned, created, and/or developed by a party prior to or independently from this Contract. “Work Product” means all Intellectual Property and other materials and information created or developed under this Contract.

4.2 Ownership. Each party shall own its Background IP. University shall exclusively own Work Product as of the date of its creation. Contractor agrees that Work Product is “work made for hire” under U.S. copyright law, and all Intellectual Property rights therein will be owned exclusively by University. To the extent that any Work Product is deemed not to be a “work made for hire”, Contractor shall and hereby does irrevocably assign and transfer all of its right, title, and interest in and to the Work Product, including all intellectual Property therein, to University. Contractor shall ensure that its employees, subcontractors, representatives, agents, or other contractors engaged under this Contract comply with the requirements of this section.

Where applicable, or at the request of University, Contractor shall deliver an executed, written assignment to University of the Work Product and all Intellectual Property therein.

te C on tra ct

RFP#

CDR08

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

4.4 License to University’s Materials. University may provide Contractor with access to software, specifications, documentation, data, tools, know-how, methodologies, processes and/or other materials, information and/or Intellectual Property owned and/or licensed by University (“University Materials”). Contractor shall have no right or license to use any University Materials except solely during the Term of the Contract to the extent necessary to provide the Goods and/or Services to University and solely for the benefit of University. All rights in and to the University Materials are expressly reserved by University and/or its licensors.

5. Representations and Warranties.

5.1 General. Contractor represents and warrants that the Goods and Services: (i) are new and unused (unless otherwise specified in the Contract); (ii) are free from defects in material and workmanship; (iii) are of the quality, size, dimension and specifications ordered; (iv) meet the highest performance and manufacturing specifications as described in documents or writings made available by the Contractor to the public or University, or that are included herein the Contract; (v) comply with all applicable laws, codes, and regulations (including, without limitation, codes published by any national or statewide association or groups); (vi) do not infringe on, and are not restricted in any way by, any patent, copyright, trade secret, security interest, lien, or any other encumbrances or rights of third parties; and (vii) have been properly stored, labeled, handled and shipped by Contractor. Without limiting the foregoing, upon University’s request, the Contractor shall sign all documents pertinent to assign to University any applicable third party warranties.

5.2 Qualifications and Performance of Service. Contractor represents and warrants that it, and its employees, agents and subcontractors, engaged to provide the Goods and/or Services under the Contract, have and will maintain all requisite skills, experience, and qualifications, including any required training, registration, certification or licensure, to provide such Goods and/or Services. Contractor will perform Services in a professional and workmanlike manner in accordance with best industry standards. Except as otherwise expressly set forth in the Contract, Contractor shall provide, at its sole cost and expense, all labor, supervision, equipment, tools, parts, materials, and supplies needed to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as University may so require.

5.3 Authority. Contractor represents and warrants that it has the right and authority to provide the University with the Goods and/or Services and to convey to University to right to use the same for its intended purpose or for such additional purposes as may be described in the Contract.

te C on tra ct

RFP#

CDR08

5.4 Debarment and Good Standing. Contractor represents and warrants that (i) neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from contracting with the federal government, recipients of federal grants or contracts, or the State of Connecticut or any agency thereof; and (ii) it is a legally organized entity in good standing under the laws of the state of its organization and, where required, in good standing under the laws of the State of Connecticut. Contractor agrees to immediately notify University in writing if it or its principals are debarred, proposed for debarment, declared ineligible or voluntarily excluded from contracting with the federal government, recipients of federal grants or contracts, or the State of Connecticut or any agency thereof, or there is any other event that makes Contractor or its principals an “Ineligible Person” at any time during the course of this Contract. An “Ineligible Person” is an individual or entity who: (A) is currently excluded, debarred, suspended, or otherwise ineligible to participate in any federal program (including, without limitation, any federal health care programs), or (B) has been convicted of a criminal offense that falls within the ambit of 42 U.S.C.