1-ATTACHMENT E - Scope 2 - Commercial FINAL.docx

ATTACHMENT E – SCOPE 2 COMMERCIAL PROPERTY REQUIREMENTS

I. BACKGROUND (SCOPE I): George Mason University (the “Owner”) seeks a property management firm (hereafter referred to as “Manager” or “Offeror”) to provide property management and maintenance services for 5 commercial properties located in Arlington, VA. A breakdown of the number, type, location/address, and square footage of these properties is available in Attachment G. Properties are currently under management agreement with LPC Commercial Services, LLC (Contracts and Amendments available as Attachment F – Historical Property Management Agreements) through November 30, 2026. In addition to the General Requirements in Section XI. Offerors should address the following requirements as part of their response.

II. STATEMENT OF NEEDS – SCOPE 2:

The offeror will be responsible for the overall operations of each on-site management office and site operations. The management plan/proposal should address the following areas and provide a comprehensive overview of how the property manager will manage these residential properties including account, procurement, compliance, staffing and personnel, maintenance, resident selection, relations and wait list management, and a comprehensive transition plan.

Offerors should prepare and submit a plan, as part of their offer, for each of the following areas of property operations and address the requirements listed under each section below:

A) Accounting (Records & Reporting) B) Procurement C) Compliance D) Maintenance E) Leasing of Properties F) Tenant Relations G) Staffing and Personnel H) Transition Plan I) Insurance J) Rent Collection (Collection of Monies) Plans should include overall operations of each on-site management office, where applicable, and site operations.

K) Manager Disbursements & Working Capital L) Operating Budgets, Projections M) Management Fee N) Construction Services

A. Accounting (Records & Reporting):

1. The properties within the portfolio operate on June 30 year-end fiscal year. As a state agency, George Mason University must comply with GASB financial reporting requirements including the consolidation of the properties within the scope of this RFP for financial reporting. As such, the offeror should ensure their accounting and financial reporting can be cross walked to an agreed upon financial reporting templates. The offeror shall be required to meet financial reporting templates that allow electronic data and file uploads between property management software. Such electronic file transmission shall be coordinated and approved upon offer of award.

2. Below is an overview of the financial management practices required. Offerors should prepare a financial and accounting management plan outlining the processes and procedures to meet these requirements. Additional procedural requirements shall be coordinated and documented upon award in a mutually agreed Accounting and Financial Reporting Compliance Manual. This document shall serve as the standards of procedural accounting operations across all properties managed by the Offeror.

3. Rent collections, security deposits, pet deposits (if applicable) late payment of rent and associated penalties, non-payment of rent and court filing eviction process, rent rolls to include breakdown of tenant and subsidy payments.

4. Procedure for delinquency follow-up, collections and court filing eviction procedures, write off procedures every five years per Virginia State Code compliance for governmental entities.

5. Preparation of annual operating and capital needs budgets based on June 30 and December 31 year-end fiscal years, at least 120 days prior to the first day of the corresponding fiscal year.

6. Coordination and preparation of annual audit and tax return requirements, as applicable, for June 30 and December 31 year-end reporting requirements.

7. Audit timelines for interim and final audit activities shall be coordinated in advance with George Mason University and any auditors. Timely and accurate submissions of all audit items in conformance with agreed submission timelines and processes.

8. Ensure implementation and conformance with any corrective action plans relative to audit findings. Monthly financial reporting should include income statement, balance sheets, general ledgers, budget to actual reporting with variance analysis, and reserve management reporting.

9. Records, Reporting:

i. Records: All statements, receipts, invoices, checks, leases, contracts, worksheet, financial statements, books and records, and all other instruments and documents relating to or arising from the operation or management of the Property shall be maintained by Manager, and Owner shall have the right to inspect and to copy all such items, at reasonable times, and from time to time, during the term of the Contract and for a reasonable time thereafter not to exceed ten (10) years. Upon the termination of the Contract, all of such books, records and other information shall be the property of and be promptly delivered to Owner. Manager or its representatives will have the right to inspect such books, records and other information and to make copies thereof during the five (5) year period referred to in the preceding sentence at the offices of Owner upon reasonable advance notice to Owner in connection with any matter relating to the Property.

ii. Monthly Reports: On or before the fifteenth (15th) day of each month (or as negotiated) during the term of the Contract, Manager shall deliver to Owner's Representative a statement of cash flow for the Property (on a modified accrual basis) for the preceding calendar month. All notices from any mortgagee claiming any default in any mortgage on the Property, and any other notice from any mortgagee not of a routine nature, shall be promptly delivered by Manager to Owner's Representative.

iii. Quarterly Report: Of all purchases, procurements, and contractual commitments made in connection with the Property Management Services during the applicable reporting period. Such report shall be submitted no later than fifteen (15) calendar days following the end of each calendar quarter. The Quarterly Procurement Report shall include, at a minimum, the following information for each procurement: Vendor name, Vendor business address, Brief description of the goods or services procured, Total dollar amount of the purchase or contractual commitment, Date of purchase or contract execution, Property name or location associated with the expenditure

iv. Annual Report: Within 30 days after the end of each calendar year of the Property, Manager shall deliver to Owner's Representative a statement of cash flow showing the results of operations for the calendar year or portion thereof during which the provisions of this Agreement were in effect.

v. Returns Required by Law: Manager will execute and file punctually when due all forms, reports and returns required by law relating to the employment of personnel.

10. Compliance with Legal Requirements: Manager shall use commercially reasonable efforts to ensure that the Property is in compliance with all applicable federal, state and municipal laws, ordinances, regulations or orders, and all environmental laws relative to the leasing, use, operation, repair and maintenance of the Property and with the rules, regulations or orders of any insurance company insuring the Property and with any lender holding a mortgage on the Property or other similar agencies, if any. Manager shall use diligent efforts to enforce lease compliance by tenants with all such laws, ordinances, regulations or orders. Manager shall promptly remedy any violation Manager is made aware of including any such law, ordinance, regulation or order which comes to its attention, including any tenant violations, all at Owner's expense in accordance with the Contract. Expenses incurred in remedying violations may be paid from the Owner's Account for the Property, provided such expenses do not exceed $5,000.00 in any one instance. When more than such amount is required, or if the violation is one for which Owner might be subject to penalty, Manager will notify Owner by the end of the next business day or as soon thereafter as is reasonable under the circumstances so that prompt arrangements may be made or actions taken to remedy the violation. Manager shall assist in obtaining and shall maintain at Owner's expense all licenses, permits or other instruments required to be held by Owner for the operation of the Property or any portion thereof. Manager shall send to Owner a copy of all initial or renewal license applications. All such licenses, permits and other instruments shall be obtained in Owner's name whenever possible. All such licenses, permits or other instruments held in the name of Manager shall be held by it on behalf of Owner and upon the termination Manager shall take such action as may be necessary to comply with any and all orders or requirements affecting the Property by any federal, state, county or municipal authority having jurisdiction thereover, and orders of the Board of Fire Underwriters or other similar bodies. Manager, however, shall not take any such action as long as Owner is contesting, or has affirmed its intention to contest and promptly institutes proceedings contesting, any such order or requirement, except that if failure to comply promptly with any such order or requirement would or might expose Manager to criminal liability, Manager shall cause the same to be complied with. Manager shall promptly notify Owner in writing of all such orders, notices or requirements or expiration of this Agreement and Manager shall transfer or assign any such licenses, permits or other instruments to Owner or to such person as Owner may direct. Owner agrees to pay all reasonable expenses incurred by Manager, with the exception of Manager’s attorneys' fees for counsel employed to represent Manager, with respect to any proceeding or suit involving an alleged violation by Manager or Owner, or both, of any orders or requirements of any federal, state, county or municipal authority or orders of the Board of Fire Underwriters or other similar bodies.

11. Security Deposit Records: Manager shall maintain detailed records of all security deposits relating to the Property, and such records will be open for inspection by Owner's employees or Managers. Manager shall obtain approval of Owner prior to the return of such deposits to any particular tenant when the amount of such return, in any single instance, exceeds one month's rent. Manager shall use diligent efforts to collect, monitor and administer security deposits required under leases. If a lease provides for a letter of credit to be provided by the tenant in lieu of a cash security deposit, Manager shall monitor the expiration date of the letter of credit and advise Owner in writing of any letter of credit that has not been extended or replaced at least fifteen days prior to its stated expiration date.

12. Upon expiration or termination of this Contract, Contractor shall promptly surrender and deliver to George Mason all George Mason monies then held by Contractor, all tenant files and property records, all vendor contracts and related documentation, all keys and access devices, and all other materials, property, and supplies pertaining to the Properties, and shall provide a final accounting and such reports as reasonably requested by George Mason to support an orderly transition. Contractor shall cooperate fully with George Mason and any successor Contractor to accomplish an orderly turnover of the Properties, tenants, and books and records

B. Procurement & Service Contracts:

1. The contractor shall be responsible for all service contracts necessary to maintain the facilities including but not limited to custodial, vermin exterminations, pest control, trash removal, heating, ventilating and air conditioning maintenance and repairs, security and any other services deemed necessary or advisable for the operation, maintenance or repair of the property(ies) (in Manager’s name as property manager/ Manager for George Mason University (Owner)).

i. As part of their submission the offeror shall outline what maintenance services will be performed in-house (by the Property Manager’s staff) and what will be subcontracted to other entities/third parties.

ii. All service contracts shall be in the name of the Manager, who will serve as agency for the University.

iii. Manager shall maintain original counterparts of all contracts relating to the Property(ies) at Manager’s Office at the Property.

iv. Manager shall not receive any payments, commissions or other items of monetary value from any service provider engaged at the Property. In entering into any contracts herein contemplated, Manager shall include as a condition thereof the right to terminate on thirty (30) days prior written notice (unless Owner approves the waiver of this condition in writing).

v. Manager shall also place orders (in Manager’s name as Manager of University) for such equipment, tools, appliances, materials and supplies as are reasonably necessary to properly manage, maintain or repair the Property.

vi. Contracts shall include a provision for cancellation thereof by University immediately upon sale of the applicable Property and otherwise, upon not more than thirty (30) days written notice.

vii. Contractors shall require all contractors/subcontractors to provide evidence of sufficient insurance (as reasonably determined by property manager) and provide that George Mason University is an additional insured under the Contractor’s General Liability insurance, and that any contractor entering tenant space carry Employee dishonesty coverage with a minimum limit of $100,000 per claim and be assignable by University, at University’s option, in the event of a sale or transfer of the Property.

viii. Property Manager/Contractor may use Contractor Personnel and approved subcontractors to perform services; however, no Contractor Personnel or subcontractor is authorized to bind George Mason unless specifically identified as an authorized signatory in a written delegation approved by George Mason. Nothing in this Contract shall be construed to appoint any Contractor Personnel or subcontractor as a subagent of George Mason.

2. In exercising any authority to procure goods or services in connection with the Property Management Services, Contractor shall, to the maximum extent practicable, seek to obtain best value for George Mason University (“George Mason”) through the use of reasonable competition, price analysis, and commercially prudent purchasing practices. Contractor may utilize existing George Mason University, Commonwealth of Virginia, or other cooperative contracts (including state contracts) whenever such contracts are available and reasonably meet the operational needs of the Property.

Except as otherwise expressly authorized in the resulting Contract or the approved budget, Contractor shall obtain prior written approval from the George Mason’s Contract Administrator for any individual procurement or commitment exceeding Five Thousand Dollars ($5,000 ), unless such expenditure:(a) is expressly included within an approved Annual Business Plan or Operating Budget; or (b) is necessitated by an emergency involving risk to life, safety, or property, in which case Contractor shall notify George Mason as soon as practicable The Offeror shall provide a detailed procurement policy to include:

i. Policies and Procedures for solicitations and contract administration with internal company procedures and approval methods.

ii. Emergency repair procedures and guidelines.

iii. Capital improvement procedures including unit/building renovations and engineering and feasibility studies on architectural, mechanical, and civil systems.

iv. Competitive negotiation policies.

v. Insurance requirements for contractors

3. Notwithstanding any delegated authority granted under a resulting Contract, the Property Manager/Contractor shall not, undertake or participate in any procurement, series of procurements, or related contractual commitments that, individually or in the aggregate, are reasonably expected to meet or exceed Two Hundred Thousand Dollars ($200,000) over the term of this Contract, without expressly emailing and receiving approval from BOTH the contract administrator and the official designated in the Purchasing Department.

4. Utilities Contracts: All utilities contracts, specifically water, electricity, gas and telephone, shall be in George Mason University’s name and executed by George Mason or Manager as representative of the University. All utilities contracts shall be in the name of the University but in care of Manager as representative of the University who will serve as Manager for the University for the limited purpose of entering into utilities contracts subject to the following limitations:

i. include a provision for cancellation thereof by the University immediately upon sale of the applicable Property and otherwise, upon not more than thirty (30) days' written notice;

ii. require that all contractors provide evidence of sufficient insurance (as reasonably determined by Manager); and

iii. be assignable by or to the University, at the University’s option, in the event of a termination of this Agreement or sale or transfer of the Property.

iv. Copies of all Utilities contracts shall be delivered to Owner upon execution. Manager shall maintain original counterparts of all contracts relating to the Property at Manager’s office at the Property. Manager shall not receive any payments, commissions or other items of monetary value from any service provider engaged at the Property.

5. Rebates or Commissions: Property Manager/Contractor shall not accept or retain any rebates, commissions, referral fees, or other items of value from any vendor, contractor, or third party engaged in connection with the Property, except as expressly disclosed to and approved in writing by George Mason.

6. Supervision of Capital Improvements or Major Repairs: When requested by the University, at University’s expense and in University’s name or in Manager’s name, as Manager for University, the Manager shall supervise the installation and construction of all Capital Improvements (as defined below) or major repairs to the Property where such work constitutes other than normal maintenance and repair, for additional compensation as set forth in a separate agreement, which compensation shall not exceed the then current fair market value of such work if performed by an independent third party. Under no circumstances shall the property manager proceed with any capital improvements or major repairs without George Mason University’s explicit authorization/approval.

i. In such events, Manager may negotiate contracts with all necessary contractors, subcontractors, materialmen, suppliers, architects, and engineers on behalf of, and in the name of, the University. Manager will furnish all personnel necessary for proper supervision of the work and may assign personnel located at the Property to such supervisory work (and such assignment shall not reduce or abate any other fees or compensation owed to Manager under this Agreement).

ii. Manager shall require that any entity contracted to make any capital improvement or major repair has a current, duly issued certificate of insurance indicating that such contractor or sub-contractor possesses liability and workmen's compensation insurance at minimum limits as set forth in Section K Insurance or as Owner may otherwise require in writing. The liability insurance certificate shall indicate that Owner and Manager are named as additional insureds on the policy of which the certificate is evidence. Manager shall request from any such third-party copies of the third party's relevant insurance policies upon Owner's request. Should Manager receive copies of one or more insurance policies as a result of such a request, Manager shall make copies of same available to Owner.

iii. Fire Alarm Systems, Fire Suppression systems, Fire Suppression systems, Piping, Appurtenances, Doors, Signage, Hood Systems and Drills: All fire alarm systems, fire suppression systems, piping, appurtenances, doors, hood systems, and drills shall be maintained or conducted by the Manager in accordance with the Commonwealth of Virginia Statewide Fire Prevention Code. Fire safety inspection and testing records must be maintained by the Manager and produced upon request.

iv. All properties contemplated for award under this solicitation are Commonwealth of Virginia state property and Property Manager including any contractor/subcontractor hired to perform capital improvements or major repair services will be required to meet all state code requirements and obtain required permits and approvals from the George Mason University Office of University Building Officials (OUBO).

Information about OUBO and permitting is available at the links below:

- Permits: https://oubo.gmu.edu/services/permits/

- OUBO Information: https://oubo.gmu.edu/

C. Compliance: Properties within the portfolio must meet regular compliance requirements for federal, state, and local regulations, as well as compliance with funding or partnership agreements. The following provides an overview of the areas of compliance requirements, including but not limited to:

1. Property Manager shall ensure full compliance with all applicable federal, state and local regulations including but not limited to:

i. Americans with Disabilities Act (ADA) and accessibility requirements

ii. Fair Housing Act (as applicable to mixed-use or residential components)

iii. Occupational Safety and Health Administration (OSHA) regulations

iv. Virginia Uniform Statewide Building Code (USBC)

v. Local zoning, land use, and occupancy regulations

vi. Fire/life safety codes and inspection requirements

vii. Environmental regulations (EPA, DEQ, stormwater, hazardous materials, etc.)

2. Ensure all tenant activities comply with lease terms, including permitted use, insurance requirements and operating covenants. Notify Owner of any lease defaults, violations, or potential legal issues within 7 business days.

3. Maintain internal controls consistent with GASB/GAAP and public sector audit standards.

4. Ensure compliance with prompt payment requirements and anti-fraud and financial integrity standards.

5. Maintain complete audit trails for all transactions.

6. Prepare and coordinates submission of annual business personal property tax filings with the University/Contract Administrator.

7. Prepare and coordinates submission of annual IRS filings as applicable.

8. Provide all annual state and federal inspection reports to George Mason within 7 business days of receipt of such reports.

9. Ensure staff meet all necessary training and compliance protocols to comply with federal, state, and local regulatory requirements.

10. Provide corrective action plans and sustained compliance measures for any audit and compliance findings, or default actions, within 7 business days of receipt of such actions. Updates on corrective actions plans shall be provided at least quarterly. Such action plans would also address any fines, penalties, or other negative monetary actions.

11. If offered, provide read-only access to the offeror’s property management system, both operational and accounting, for George Mason.

12. Provide other ad hoc reports as requested.

D. Maintenance and Repair of Property: The property manager shall maintain the buildings, appurtenances and grounds of the Property in accordance with standards reasonably established by the University including but not limited to exterior cleaning, painting and decorating, plumbing, security, carpentry, grounds care, and such other normal maintenance and repair work as may be necessary and desirable and generally performed by professional managers of these types of properties. Manager may contract with qualified independent contractors for such maintenance and repair of the Property (i) to the extent such services are for items beyond the scope of services normally performed by Manager's regular maintenance employees or (ii) such contracts are contemplated in the Operating Budget, Projections. Manager will systematically and promptly receive and investigate all service requests from tenants, take such action thereon as may be appropriate in managing and maintaining good working relationships with tenants of the Property, and will keep records of same.

George Mason generally expects that emergency work orders shall be repaired within 24 hours, and routine work orders shall be repaired within five (5) business days. There must be a maintenance plan that includes, but is not limited to, the following functions and tasks:

1. Prioritization of work orders, tracking and monitoring tools to ensure completion within Contract Administrator’s (CA) expectations, supervision of time spent on completion of work orders, and process of informing CA of all delayed work orders beyond policy

2. Handling emergency maintenance and after-hours maintenance requests.

3. Managing and maintaining a maintenance supply inventory control system

4. Maintaining an inventory of all capital equipment, as well as a five-year plan for capital equipment replacement.

5. Discussion of which activities shall be performed by subcontractors, the Offeror’s contracting procedures, and a list of vendors or subcontractors commonly used by the offeror. Also address the Offeror’s plan for inspection of subcontractor performance and response time for subcontractors to respond to work requests.

6. Trash collection, extermination and maintenance and cleaning of hallways, building common areas, site offices and grounds.

7. Parking lot and sidewalk care, snow and ice removal, and the anticipated response time for snow and ice removal.

8. Making major repairs including but not limited to plumbing, electrical, HVAC, carpentry, and painting.

9. Schedule of preventative and seasonal maintenance procedures addressing individual units; residential common areas and offices; and parking areas and grounds. Process for annual inspections of all units meeting regulatory requirements and prepared for inspections upon request.

10. The procedures for unit preparation and vacancy turnaround time process.

11. Plan for tenant charges with a set table of typical charges (i.e. maintenance, tenant damages, pet fees, etc.).

E. Leasing of Properties:

1. Manager shall perform promotional, leasing and management activities required to lease apartment units in the Property as directed by Owner.

2. The Manager shall use its diligent efforts to lease apartment units in the Properties. Subject to reimbursement by Owner, Manager shall advertise the Properties, or portions thereof, to the Priority Renters, prepare and secure advertising signs, space plans, circular matter, and marketing brochures and other forms of advertising.

3. Owner shall authorize Manager to advertise the Property in accordance with an agreed upon “Annual Business Plan”. See Exhibit 3 – Annual Business Plan Example.

4. All inquiries for any leases or renewals or agreements for the rental of the Property or portions thereof shall be referred to Manager and all negotiations connected therewith shall be conducted solely by or under the direction of Manager. Manager will be authorized to execute, deliver and renew leases on behalf of Owner after providing Owner notice of such intention, including, but not limited to tenant and commercial leases (such as laundry room leases) on a form lease, including rules and regulations, provided by Manager and approved by Owner in writing in its sole discretion. The rules and regulations must also be provided by Manager and approved by Owner in writing in its sole discretion.

F. Tenant Relations:

1. Participate in any annual customer service surveys conducted by George Mason and respond to issues presented in the survey.

2. The extent to which tenant services, including newsletter, social, educational and recreation programs shall be provided, as well as the plan for conducting tenant/management relations.

G. Staffing and Personnel: The Manager will investigate, hire, pay, supervise, and discharge the personnel necessary to be employed by it to properly maintain, operate and lease the Property, including without limitation a property manager or business manager at the property(ies).

1. Such personnel shall in every instance be deemed Managers or employees of the Manager and not of the Owner.

2. Manager shall comply with all applicable laws and regulations relating to worker's compensation, income taxes, social security, unemployment insurance, hours of labor, wages, and working conditions.

3. All salaries, wages and other compensation of personnel employed by Manager hereunder, including fringe benefits, medical and health insurance, federal and state unemployment taxes, pension plans, social security taxes, workers' compensation insurance and the like shall be the responsibility of the Manager. Manager shall hold Owner harmless from all claims for penalties, costs and damages that may be assessed under any law, rule or regulation with respect to the failure of Manager to comply with its responsibilities under this Section. Manager represents that it is, and will continue to be, an equal opportunity employer.

4. Manager shall maintain a staffing plan that ensures professional, experienced, and well-trained staff who should effectively manage and maintain the subject properties. Documentation of experience by the management firm in operating similar communities is required with this submission.

5. Ownership has the right to review the resume of all new community manager hires prior to offer.

6. Manager and all personnel of Manager who handle or who are responsible for handling Owner's monies shall be bonded in favor of Owner.

7. Manager shall furnish proof of an employee dishonesty and crime insurance policy at Manager's sole expense and shall provide Owner One Million Dollars ($1,000,000.00) per occurrence coverage with a maximum Ten Thousand Dollar ($10,000.00) deductible.

8. The staffing plan for personnel shall include but not be limited to:

a. An organizational chart for all management, maintenance, clerical, and custodial positions for each property. Office hours and days open; weekend policy when occupancy drops below 95%.

b. Sample job descriptions and qualifications which reference experience, certification, and salaries for the staffing plan.

c. Resumes of principal and key staff responsible for recruiting, hiring, coaching, supervising, and terminating personnel.

d. Submission of a personnel policy manual to include Equal Opportunity requirements, procedures for selection and termination of employees, benefits package, and programs for employees. Submission of yearly training process on regulatory compliance matters and updates.

e. Recruitment and onboarding plan, with an overview of initial training and assessment of new hires.

f. Retention plan with an overview of ongoing training and development opportunities for employees.

H. Transition Plan: The incumbent property management agreements expire November 30, 2026. George Mason intends to have contract/s under this solicitation awarded at least sixty (60) days prior to the incumbent contracts expiring and no less than thirty (30) days. If the contractor requires more than sixty (60) days to transition into providing property management services please outline your requested time-frame/milestones for transitioning into providing these services.

1. Submit a comprehensive transition plan that includes timelines to transition the management of the property(ies) upon award of the contract and contract closeout. Any transition period at contract closeout would be negotiated and defined at the time of contract termination.

2. The transition plan should include an understanding of the reporting an and compliance needs of the Offeror to include but not limited to:

i. Financial and Accounting transactional data, balances, and reports for any properties not at the end of a fiscal year at transition.

ii. Audit data requirements.

iii. Tenant file requirements.

iv. Property file requirements.

v. Other files and reports for accurate and complete property transition and to meet necessary regulatory or property management requirements.

I. Insurance: Manager shall maintain insurance necessary with respect to the services provided to Owner as specified in the resulting Contract. Manager shall certify that they will maintain the insurance coverage during the entire term of the Contract and that all insurance is to be placed with insurers with a current reasonable A.M. Best’s rating authorized to sell insurance in the Commonwealth of Virginia by the Virginia State Corporation Commission. The Commonwealth of Virginia and the Owner, George Mason University, shall be named as an additional insured where applicable, and the cost of insurance provided solely for this location shall be included in the Annual Business Plan on an annual basis. By requiring such minimum insurance, Owner shall not be deemed or construed to have assessed the risk that may be applicable to Manager. Manager shall assess its own risks and, if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage. Manager is not relieved of any liability or other obligations assumed or pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

1. Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence for bodily injury or property damage, personal injury and advertising injury, products and completed operations coverage;

2. Workers Compensation Insurance in an amount not less than that prescribed by statutory limits; and, a waiver of subrogation in favor of George Mason University and the Commonwealth of Virginia and its officers, employees, Managers, and volunteers must be endorsed on the workers compensation policy. Contractors who fail to notify Owner of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the agreement shall be in non-compliance with the contract. This policy shall specifically list Virginia as a covered state;

3. Commercial Automobile Liability Insurance applicable to bodily injury and property damage, covering owned, non-owned, leased, and hired vehicles in an amount not less than $1,000,000 per occurrence; and

4. An umbrella/excess policy in an amount not less than five million dollars ($5,000,000) to apply over and above Commercial General Liability, Employer’s Liability, and Commercial Automobile Liability Insurance.

5. Property Managers Errors or Omissions coverage, with a minimum limit of $1,000,000 per claim.

6. Employee Dishonesty and Crime Insurance. Manager shall maintain, at no cost or expense to Owner, coverage in an amount of $1,000,000 per claim, that confirms coverage can be payable to a third party, and shall deliver a copy thereof to Owner. Manager shall assign all proceeds received under such fidelity policy applicable to the Property to Owner and agrees to execute such further assignments and notices thereof as may be requested by Owner. Such policy shall indemnify and hold harmless Owner from all loss of money or other property sustained through any criminal, fraudulent, negligent or dishonest acts committed by Manager or any of its employees or Managers during the performance of their obligations under this Agreement or their employment. Such policy shall contain an endorsement providing that such policy shall not be cancelled or materially modified without thirty (30) days' written notice to Owner. Manager shall be responsible for paying all indemnity provisions or deductibles pertaining to this policy.

7. Fidelity Policy: Manager shall maintain, at no cost or expense to the Owner, a fidelity policy in an amount at least equal to the gross estimated income for a period of two (2) months from the Property with Owner as a named obligee thereunder and shall deliver a copy thereof to Owner. Manager shall assign all proceeds received under such fidelity policy applicable to the Property to Owner and agrees to execute such further assignments and notices thereof as may be requested by Owner. Such policy shall indemnify and hold harmless Owner from all loss of money or other property sustained through any criminal, fraudulent, negligent or dishonest acts committed by Manager or any of its employees or Managers during the performance of their obligations under the Contractor or their employment. Such policy shall contain an endorsement providing that such policy shall not be cancelled or materially modified without thirty (30) days' written notice to Owner. Manager shall be responsible for paying all indemnity provisions or deductibles pertaining to the fidelity policy.

8. George Mason University (Owner) is an agency of the Commonwealth of Virginia and is self-insured by the Commonwealth of Virginia Risk Management Plan for all claims up to the maximum provided by the Code of Virginia. Owner will provide a Certificate of Insurance upon request.

9. Manager shall deliver appropriate binding certificates of insurance to the Owner within fifteen (15) days after the date of contract award and periodically, at least thirty (30) days prior, to what would otherwise be the termination date for same, and shall at all times during the term of the Contract deliver true and correct certificates for said insurance policies. Manager shall promptly investigate and make a full and timely written report to the insurance company as to all accidents, claims for damages relating to the tenant-ship, operation and maintenance of the Property and any damage or destruction to the Property and the estimated cost of repair thereof and shall prepare any and all reports required by any insurance company in connection therewith. All such reports shall be timely filed with the insurance company as required under the terms of the insurance policy involved.

10. Use and Maintenance of Premises. Manager agrees that it will not knowingly permit the use of the Project for any purpose which might void any policy of insurance held by Owner or which might render any loss thereunder uncollectible, or which would be in violation of any government restriction or any covenant or restriction of any lease of the Project. Manager shall use its good faith efforts to secure substantial compliance by the tenants with the terms and conditions of their respective leases.

J. Rent Collection (Collection of Monies):

1. Manager shall use its diligent and commercially reasonably efforts to collect all rents and other charges due from tenants, operating expense payments, parking charges, and other charges due from tenants, concessionaires, licensees and other users of the Property, and any other rents and charges as shall otherwise be due to Owner with respect to the Property.

2. Owner will authorize Manager to request, demand, collect, receive and receipt for all such rent and other charges.

3. Manager shall manage and monitor accounts receivable and shall communicate with Owner regarding Manager’s recommendations with respect to past due sums. Only Owner may institute proceedings, in the name of Owner, for the collection thereof and for the dispossession of tenants and other persons from the Property. If Manager is asked to assist in such proceedings, they would be considered a reimbursable expense.

4. Manager may not settle, compromise or release any action, claim or demand of Owner, Owner’s prior written consent. All monies collected by Manager shall be forthwith deposited in the Owner's Account (hereinafter defined). As an agency of the Commonwealth of Virginia, Owner cannot delegate or authorize Manager to engage in any legal proceedings in the name of Owner, and that Manager may not act in any representative capacity on behalf of Owner or the Commonwealth of Virginia, in any court of law or tribunal.

K. Manager Disbursements & Working Capital:

1. For operating/maintenance expenses, George Mason University shall establish and maintain a separate bank account with a banking or other financial institution whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC) and will add the Property Manager to that account for the deposit of monies of tenants received with respect to the Property and for the payment of all expenses and costs outlined in the Contract. The University currently has an account set up with Bank of America., and in no event will Owner be omitted as an authorized signatory, nor shall such account be changed or moved to a different bank without Owner's prior written consent.

2. George Mason University strongly prefers that the Property Manager invoice the Owner separately for all property management fees including the base management fees, any asset management fees, leasing commissions (if applicable) etc. All management fees shall be clearly itemized and submitted on a period basis (monthly unless otherwise negotiated). The Manager shall not deduct its management fees directly from property operating accounts without prior written authorization from the Owner.

3. Manager shall wire funds from the available funds collected and deposited in the Owner's Account not more often than weekly to pay, in the following order, (1) amounts due and payable as operating expenses of the Property authorized to be incurred under the terms of the Contract; (2) the amounts which Owner from time to time advises Manager are to be paid monthly in respect of any loans secured by mortgages on the Property, including amounts which Owner from time to time advises Manager are due under any mortgage for interest and amortization of principal and for allocation to reserves or escrow funds; and (3) the amounts from time to time payable to Manager pursuant to the Contract.

4. Owner will maintain in the Owner's Account a balance sufficient to cover the weekly expenditures disbursed by the Manager. Owner will deposit additional funds to Owner's Account within five (5) days after receiving notice from Manager that the Owner's Account doesn't have sufficient funds to cover current expenses. Moreover, Owner will within five (5) business days from Manager’s request, deposit such additional funds as Manager reasonably determines are needed to effect any authorized disbursements to be made by Manager pursuant to the terms of the Contract.

5. Any funds remaining at the end of each calendar month during the term of this Agreement in the Owner's Account (in excess of the balance required to be maintained in such account) shall be disbursed or transferred as generally or specifically directed from time to time by Owner.

6. Within fifteen (15) days after the end of each calendar month, Manager shall provide Owner with a monthly full accounting to include receipts and a list of the disbursements (along with a cash reconciliation) made by Manager during such month and at the request of Owner, invoices supporting the disbursement.

7. To the extent the Contractor receives, holds, controls, or disburses any monies or other property belonging to George Mason University (“George Mason”), including but not limited to rents, fees, deposits, reimbursements, or other receipts arising from the Property Management Services, the Contractor acknowledges that it is acting in a fiduciary capacity with respect to such funds and property. Contractor shall exercise the degree of care, skill, prudence, and diligence under the circumstances that a reasonably prudent professional property Contractor would exercise in a similar capacity.

8. Manager shall, from the funds collected and deposited, cause to be disbursed regularly and punctually (1) the amounts reimbursable to Manager under this Agreement, (2) the amount of all real estate taxes and other impositions levied by appropriate authorities which, if not escrowed with any mortgagee, shall be paid upon specific written direction of Owner before interest begins to accrue thereon; and (3) amounts otherwise due and payable as operating expenses of the Property authorized to be incurred under the terms of the Contract.

9. After disbursements, and after establishing a cash reserve to pay taxes, insurance, and/or other costs and expenses incidental to the operation of the Property, including nonrecurring emergency repairs and capital expenditures which shall become due and payable within the succeeding calendar month and for which the cash to make such payments may not be generated by operations during such period, any balance remaining at the end of each calendar month during the term of this Agreement shall be disbursed or transferred as generally or specifically directed from time to time by Owner's Representative. Notwithstanding the foregoing, Manager must not make any payment of real estate taxes or any other taxes without (i) providing Owner a copy of the tax bill within five (5) days of receipt and (ii) Owner giving Manager written notice that Manager is authorized to pay that bill.

i. The provisions of this Section, regarding disbursements by Manager, shall not include the payment of debt service related to any mortgages of the Property, unless Owner instructs Manager in writing that Manager must pay the debt service.

ii. Owner will provide sufficient working capital funds to Manager so that all amounts due and owing may be promptly paid by Manager. Manager is not obligated to advance any funds unless Owner and Manager separately agree. As of the first day of each month (or as otherwise agreed), Manager will project the cash requirements for such month and (if it shall reasonably determine that collections will be insufficient to meet such cash requirements) request the necessary additional funds from the Owner, which funds will be deposited with the Manager in a segregated bank account (or as negotiated) upon 10 days’ notice. If at any month end, the bank balance exceeds the projected cash requirements, such excess shall be returned to the Owner within five (5) days. If at any time there is not sufficient cash in the account with which to promptly pay the bills due and owing, the Manager will request that the necessary additional funds be deposited in an amount sufficient to create an operating reserve. Owner will deposit the additional funds requested by the Manager within ten (10) days or as negotiated.

10. Working Capital: In addition to the funds derived from the operation of the Property, Owner will furnish and maintain in the Operating Accounts of the Property such other funds as may be necessary to discharge financial commitments required to efficiently operate the Property and to meet all payrolls and satisfy, before delinquency, and to discharge all accounts payable as indicated in a line item on the proposed Annual Business Plan. Manager shall have no responsibility or obligation with respect to the furnishing of any such funds. Nevertheless, Manager shall have the right, but not the obligation, to advance funds or contribute property on behalf of Owner to satisfy obligations of Owner in connection with the Contract and the Property. Manager shall keep appropriate records to document all reimbursable expenses paid by Manager, which records shall be made available for inspection by Owner or its Managers on request. Owner will agree to reimburse Manager with interest upon demand for money paid or property contributed in connection with the Property and under the Contract.

11. Upon termination or non-renewal of contract, Manager shall (i) surrender and deliver to Owner all rent and other income of the Property and other monies of Owner then held by Manager and/or in any bank account in excess of compensation or reimbursements owed to Manager by Owner, including without limitation any fees payable or reimbursement of expenses due and payable to Manager up to and including the effective date of such termination, (ii) deliver to Owner as received by Manager any monies or other property due Owner under this Agreement but received after such termination, (iii) deliver to Owner all books and records regarding the Property then held by Manager, keys and all other materials, property, and supplies pertaining to the Property and/or this Agreement in the possession or control of Manager, and (iv) a statement of cash flow for the fiscal year or portion thereof ending on the termination date.

12. Segregation of Funds: Property Manager/Contractor shall establish and maintain, in a banking or other financial institution reasonably approved by George Mason and whose deposits are insured by the Federal Deposit Insurance Corporation, a separate bank or similar account in the name of George Mason for the deposit of monies received from tenants with respect to the Property and for the payment of all expenses and costs outlined in this Agreement. Operating funds and tenant funds shall be kept separate from Contractor’s corporate accounts at all times. Under no circumstances shall Contractor commingle George Mason funds with funds belonging to other clients or with its own operating funds. Contractor shall maintain clear audit trails and supporting documentation for all receipts, deposits, transfers, and disbursements and shall provide such documentation to George Mason upon request.

George Mason shall at all times maintain a balance in the accounts sufficient to meet the obligations contemplated under this Agreement. If the funds in any account are insufficient for the payment by Contractor, George Mason shall deposit into the account such funds as are necessary, and Contractor shall thereupon make payment of such costs, charges, and reimbursements.