Part IV STATE of CONNECTICUT General Terms and Conditions

CONTRACT - STRIVE

Connecticut Department of Labor

Part IV – STATE OF CONNECTICUT General Terms and Conditions

9/26/2011

The parties to this Contract shall adhere to the following provisions, except only where they are specifically superseded by applicable federal requirements in any other Part of this contract.

1)  GENERAL DEFINITIONS

As used herein:

a)  “Breach” shall mean a party’s failure to perform some act agreed to be performed under this contract or failure to comply with a duty imposed by law which is owed to another.

b)  “Claims” shall mean 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.

c)  “Contract” or “Agreement” and “Grant” all mean establishment of this binding legal relationship of all parties and all required obligations and responsibilities.

d)  “Contractor” or “Grantee” both mean a private profit or non-profit corporation company, individual, agency, organization or municipality which is a party to this “Contract” with the CTDOL and which shall conduct and provide services as detailed and budgeted herein.

e)  “Department of Labor” or ”CTDOL”or “Grantor” all mean the State of Connecticut Department of Labor or its Commissioner.

f)  “Program Client” means any recipient of services provided by the Contractor under the Program which is the subject of this contract.

g)  “Records” shall mean all working papers and such other information and materials as may have been accumulated and/or produced by the Contractor in performing the 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.

2) EFFECTIVE DATE

This Contract shall become effective only as of the date of signature by the CTDOL’s authorized official(s) and, where applicable, the date of approval by the Attorney General. Upon such execution, this Contract shall be deemed effective for the entire term specified on the Contract face page.

3) LIAISON

a)  Each of the parties to this Contract shall designate one or more Liaison(s) to facilitate a cooperative working relationship between the Contractor and the CTDOL in the performance and administration of this Contract.

b)  Each party shall notify the other party of:

i)  the identity of and contact information for such Liaison(s) and

ii)  any changes to the designated Liaison(s) or their contact information.

4)  AMENDMENTS AND MODIFICATIONS

1. This Agreement can be amended or modified at any time during its term, provided that the changes or additions are:

i.  mutually agreed between the parties,

ii. written and

iii.  executed by both (all) parties to this Agreement.

1. Formal written amendment of the Contract is required for:

i.  extensions to the final date of the Contract period and

ii. changes to or revisions of any of the terms and conditions specifically stated in the original Contract and/or any prior amendments, including but not limited to revisions to:

1. the maximum Contract payment,
2. the unit cost of service,
3. the Contract’s objectives, services, or plan,
4. due dates for or periods covered by reports,
5. due dates for completion of objectives, services, activities or deliverables, and
6. any other Contract revisions determined material by the CTDOL.

5)  SUBCONTRACTS AND SUBCONTRACTORS

a.  Details of the identity, services to be rendered and costs of each subcontractor utilized by the Contractor under this Contract shall be included in:

i.  Part II – Contract-Specific Terms and Conditions, and

ii.  Part VI – Budget

of this Contract.

b.  Even absent Contractor’s compliance under the two prior subsections of this provision:

i.  no subcontractor may be used or expense paid under this Contract unless expressly otherwise provided in Parts II and VI of this Contract;

ii.  no subcontractor shall acquire any direct right of payment from the CTDOL by virtue of this section or any other section of this Contract;

iii.  the use of any subcontractor(s) shall not relieve the Contractor of any responsibility or liability under this Contract; and

iv.  the Contractor shall make available copies of all subcontracts to the CTDOL upon request.

6) Independent Capacity of Contractor

The Contractor and its subcontractors shall act in an independent capacity and not as officers or employees of the state of Connecticut or of the CTDOL.

7) COST STANDARDS

In the use of state funds for expenditures budgeted under this contract, the Contractor and CTDOL shall comply with the Cost Standards issued by the State of Connecticut Office of Policy and Management (OPM) and posted on the internet at http://www.ct.gov/opm/lib/opm/Finance/pos_standards/POSCostStandards090106.doc , as such standards may be amended or updated from time to time.

8) PURCHASES; SUPPLIES AND EQUIPMENT; TITLE

a)  The Contractor shall use its best efforts to obtain all supplies and equipment used in the performance of and funded under this Contract, at the lowest practical cost. When appropriate, the CTDOL shall supply best estimates of costs of supplies and equipment to assist the Contractor in the procurement of such supplies and equipment.

b)  Title to all non-expendable property acquired for the Program using funds from this Contract shall remain in CTDOL. “Non-expendable property” is defined as property which meets all three (3) of the following criteria:

i)  will not be consumed or lose its identity and

ii)  which costs $1,000.00 or more per unit and

iii)  is expected to have a useful life of one year or more.

c)  The Contractor shall keep a written Inventory Record of all such property purchased using funds under this Contract:

i)  by description, model, serial number, and

ii)  in such other manner and form, and

iii)  at such time(s) and for such periods as prescribed by the CTDOL.

9) LEASE OF EQUIPMENT; ASSIGNABILITY OF PERSONAL PROPERTY

a)  In the event that the Contractor enters into any lease Agreement(s) for the use of personal property in performance of this Contract with funds provided under this Contract, the Contractor shall, immediately upon the execution of said lease Agreement(s), provide CTDOL with a complete copy of any and all of each such lease Agreement(s).

b)  At the direction of the CTDOL and at any time during the term of this Contract, the Contractor shall assign any and all rights and/or interests to said personal property provided under such lease Agreement(s), to CTDOL, including, but not limited to, the rights of options to purchase any equipment subject to such lease Agreement(s).

10)  TRAVEL POLICY

a)  For travel, mealand similar expenses budgeted using STATE FUNDS under this contract, the contractor shall comply with the provisions of Travel Reimbursement Policy for the State of Connecticut, as such policy may be updated or amended periodically, and as found in the following references:

i)  http://www.osc.state.ct.us/manuals/TravelProc/Travel-Reimbur-Chart-January-2011.xls

ii)  http://www.das.state.ct.us/HR/Regs/reg_5-141c.htm

b)  If the Contractor does not have access to the Internet for the purpose of accessing this information, CTDOL shall provide hard copies of such documents to the Contractor upon request.

11)  FINANCIAL MANAGEMENT SYSTEM

a)  For each Program funded under this Contract, the Contractor shall:

b)  use, maintain and update a financial management system which must provide accurate, current, and complete disclosure of:

i)  the expenditures made using funds from this Contract,

ii)  accrued monthly balances after expenditures made using funds from this Contract and

iii)  the financial results of each such Program, and

c)  submit to CTDOL written financial and expenditure reports on each such Program.

12)  LIMITATION OF COST; MAXIMUM PAYMENT

a)  It is expressly understood and agreed by the Contractor that:

b)  the total maximum aggregate amount to be paid to the Contractor under this Agreement shall not exceed the Contract amount set forth on Part I – Face Page of this Contract;

c)  the Contractor shall adhere to and comply with Part VI – Budget of this Contract and shall expend no more than the amount set forth in each line item, except upon the prior written consent of CTDOL;

d)  funds budgeted under this Contract shall generally be made available by CTDOL to the Contractor under the following conditions:

i)  on a reimbursable basis:

1)  for expenditures incurred

2)  for “eligible costs”, defined as those costs which are necessary and reasonable for the proper administration and performance of services to be provided by the Contractor under this Contract;

ii)  on either an advance or working capital advance basis:

1)  only if CTDOL determines in its sole discretion that the Contractor is unable to function on such a reimbursement basis, then

2)  CTDOL may provide funds to the Contractor for eligible costs, as prescribed by CTDOL policy and procedures; and

e)  the Contractor shall maintain ultimate liability for expenditures made under the Contract and that this provision shall not be construed to limit the prerogative of the Contractor to pass liability through Contract or written Agreement in accordance with the Disputes provision of this contract.

13)  PAYMENT; WITHHOLDING

a)  Payment. Payment under this Contract shall be processed by the CTDOL conditional and contingent upon the CTDOL’s receipt from the Contractor of:

i)  activities and deliverables completed by the Contractor which are reviewed by and determined by the CTDOL to be satisfactory, acceptable and approved, and

ii)  detailed invoices:

1)  including all descriptive and rate information and

2)  with any and all required supportive documentation

3)  subject to review and approval by the CTDOL.

b)  Withholding.

i)  The Contractor shall not be relieved of liability to the CTDOL for damages sustained by the CTDOL by virtue of any breach or default of the Agreement by the Contractor; and

ii)  The CTDOL may withhold any payments to the Contractor for the purpose of set-off until such time as the CTDOL determines the exact amount of damages.

14)  REFUNDS

a)  The Contractor agrees that any refunds, rebates, credits or other amounts accruing to or received by the Contractor under this Contract shall be paid by the Contractor to the CTDOL to the extent that such amounts are properly allocable to costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of this Contract.

b)  The Contractor shall refund any and all such amounts to the CTDOL under this Section within sixty (60) calendar days from the termination of this Contract.

15)  REPORTS

a)  The Contractor shall:

b)  provide, at the request of the CTDOL:

i)  program,

ii)  statistical,

iii)  financial and

iv)  performance reports, including but not limited to:

1)  Corrective Action Plans

2)  Responses to CTDOL’s Desk Reviews and other monitoring reports

c)  regarding services conducted and using funds budgeted under this Contract;

d)  provide such reports to the CTDOL:

i)  according to the reporting schedule included in this Contract, and

ii)  for other periods within the term of this Contract, as may be requested by the CTDOL; and

e)  respond to any such reporting request(s):

i)  with reasonable promptness and

ii)  in a timely manner whenever due dates are cited under this Contract.

16)  DELINQUENT REPORTS

a)  The Contractor shall submit required reports by the designated due dates as identified in this Contract.

b)  After notice to the Contractor and an opportunity for the Contractor to meet with a CTDOL representative, the CTDOL reserves the right to withhold payments for services performed under this Contract if the CTDOL has not received on a timely basis from the Contractor acceptable:

i)  performance reports,

ii)  statistical reports,

iii)  expenditure reports,

iv)  refunds, and/or

v)  audits

vi)  as required by this Contract or previous Contracts for similar or equivalent services the Contract has entered into with the CTDOL.

c)  This section shall survive any termination of the Contract or the expiration of its term.

17)  PERFORMANCE AND MONITORING; INSPECTION OF WORK PERFORMED

1. The CTDOL or its authorized representative shall:

i.  at all times have the right to enter into the Contractor’s premises, or such other places where services under this Contract are being performed, to inspect, to monitor or to evaluate the work being performed:

1. including but not limited to examination of a reasonable number of Program Client files and records as maintained by the Contractor pursuant to this Contract; and
2. such visits shall be of reasonable frequency and duration and may be with advance notice to the Contractor;

ii. conduct all such inspections, monitoring and evaluations under this Section in such a manner as will not unduly delay the Contractor’s or subcontractors’ work.;

iii.  monitor the Contractor’s overall performance;

iv.  inform the Contractor of any specific program deficiencies;

v. make requests for corrective action when necessary; and

vi.  make available to the Contractor any written evaluations prepared pursuant to this Section.

1. The Contractor and all subcontractors under this Contract shall:

i.  provide to CTDOL and its representatives all reasonable:

1.  assistance as CTDOL may require or request, and

2.  access to the Contractor’s facilities;

ii. disclose information on clients, applicants and their families as requested by the CTDOL unless otherwise prohibited by federal or state law; and

iii.  cooperate with the CTDOL by providing performance reports and/or information requested by the CTDOL:

1. according to the reporting schedule established under this Contract and
2. at any other time determined by and as requested by the CTDOL.
3. for use by the CTDOL in evaluating the Contractor’s activities funded by this Contract.

18)  EXCUSABLE DELAYS; FORCE MAJEURE

1. Except with respect to defaults of subcontractors, the Contractor shall not be in default by reason of any failure in performance of this Contract in accordance with its terms, if such failure in performance arises out of causes beyond the control and without the fault or negligence of the Contractor due to circumstances such as “force majeure”, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor.
2. “Force Majeure” shall mean events that materially affect the 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: labor troubles unrelated to the Contractor, failure of or inadequate permanent power, unavoidable casualties, fire not caused by the Contractor, extraordinary weather conditions, disasters, riots, acts of God, insurrection or war.

19)  DEFAULT OR BREACH BY THE CONTRACTOR