11-ATTACHMENT B - STANDARD CONTRACT.docx

Purchasing Department 4400 University Drive, MS 3C1, Fairfax, VA 22030 Phone: 703.993.2580; http://fiscal.gmu.edu/purchasing/

ATTACHMENT B – STANDARD CONTRACT

If you are taking exceptions to our Standard Contract Terms and Conditions we strongly prefer you redline on our Standard Contract (Attachment B) document, add commentary, and/or add your additional terms and comments to that document.

Note: Other documents may be incorporated into this document, either by way of attachment or by reference, but in all cases this contract document shall take precedence over all other documents and will govern the terms and conditions of the contract.

This Contract entered on this ____ day of , 2025 (Effective Date) by ________________ hereinafter called “Contractor” (located at ____________) and George Mason University hereinafter called “George Mason,” “University”.

I. WITNESSETH that the Contractor and George Mason, in consideration of the mutual covenants, promises and agreement herein contained, agree as follows:

II. SCOPE OF CONTRACT: The Contractor shall provide property management services for the Real Estate Department of George Mason University as set forth in the Contract documents.

During the term of this Contract, Contractor may issue Statements of Work (“SOW”) to modify the scope of the engagement or otherwise change the work to be performed under this Contract. All SOW’s must be on a form approved by George Mason prior to the start of this Contract. Any SOW that does not conform to the pre-approved SOW form shall be void even if approved by George Mason. Additionally, the SOW shall be limited to modifications to the scope of the engagement or other changes to the work to be performed under this Contract; any other terms contained in a SOW shall be void and have no effect even if approved by George Mason. Other than changes to the scope of the engagement or the work to be performed under this Contract, Contractor may not change, modify, add, supersede, or remove any term from this Contract through a SOW.

George Mason may, upon written notice, terminate any individual Statement of Work (“SOW”) issued under this Contract for convenience, without terminating the Contract as a whole. Termination of a SOW shall be effective immediately after receipt of written notice. Upon termination of a SOW, George Mason shall be liable only for payment of services actually performed and accepted up to the effective date of termination, reimbursable expenses incurred prior to the effective date of termination (if applicable and in accordance with the SOW), and any non-cancellable commitments expressly authorized in the SOW. Termination of an SOW shall not affect the validity or enforceability of the Contract or any other SOWs then in effect.

III. PERIOD OF CONTRACT: Two (2) Years from the Effective Date with four (4) successive two-year renewal options. (or as negotiated)

IV. PRICE SCHEDULE: The pricing specified in this section represents the complete list of charges from the Contractor. George Mason shall not be liable for any additional charges.

Negotiated price schedule will be inserted here.

V. CONTRACT ADMINISTRATION: TBD shall serve as Contract Administrator for this Contract and shall use all powers under the Contract to enforce its faithful performance. The Contract Administrator shall determine the amount, quality and acceptability of work and shall decide all other questions in connection with the work. All direction and order from George Mason shall be transmitted through the Contract Administrator, however, the Contract Administrator shall have no authority to approve changes which shall alter the concept or scope or change the basis for compensation.

For purposes of approvals, consents, and operational directions required under this Contract, George Mason shall designate in writing a George Mason’s Representative, which may be the Contract Administrator or another designee. Any approval, consent, authorization, or other action of George Mason required under this Contract shall be binding only if documented in writing by the George Mason’s Representative and, where required by this Contract or the Governing Rules, also approved in writing by the Procurement Officer. George Mason may change the George Mason’s Representative at any time upon written notice to Contractor, effective upon Contractor’s receipt of such notice

VI. METHOD OF PAYMENT: As selected from RFP Payment Term Options / Method of Payment. Contractor shall submit invoices directly to acctpay@gmu.edu and copy the Contract Administrator. Invoices must reference a George Mason Purchase Order number to be considered valid. Invoices will only be accepted if submitted after services rendered or goods received. All invoice will be paid Net 30 (or as selected in Payment Terms / Method of Payment), after receipt of invoice in the accounts payable email inbox.

VII. THE CONTRACT DOCUMENTS SHALL CONSIST OF (In order of precedence):

A. This signed form;

B. Data Security Addendum (attached);

C. Negotiation Response(s) dated XXXXX (attached);

D. RFP No. GMU-KS0501-26, in its entirety (attached);

E. Contractor’s proposal dated XXXXXX (attached);

F. Contractor’s Statement of Work template (attached).

VIII. GOVERNING RULES: This Contract is governed by the provisions of the Restructured Higher Education Financial and Administrative Operations Act, Chapter 10 (§ 23.1-1000 et seq.) of Title 23.1 of the Code of Virginia, and the “Governing Rules” and the Purchasing Manual for Institutions of Higher Education and their Vendors. Documents may be viewed at: https://vascupp.org.

IX. CONTRACT PARTICIPATION: It is the intent of this Contract to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institutions, or affiliated corporations may access this Contract if authorized by the Contractor.

Participation in this Contract is strictly voluntary. If authorized by the Contractor, this Contract will be extended to the entities indicated above to purchase goods and services in accordance with contract terms. As a separate contractual relationship, the participating entity will place its own orders directly with the Contractor and shall fully and independently administer its use of the contract to include contractual disputes, invoicing and payments without direct administration from the University. No modification of this Contract or execution of a separate agreement is required to participate; however, the participating entity and the Contractor may modify the terms and conditions of the contract to accommodate specific governing laws, regulations, policies, and business goals required by the participating entity. Any such modification will apply solely between the participating entity and the Contractor.

The University may request the Contractor provide semi-annual usage reports for all entities accessing this Contract. The University shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the Contract. It is understood and agreed that the University is not responsible for the acts or omissions of any entity and will not be considered in default of the contract no matter the circumstances.

Use of this Contract does not preclude any participating entity from using other contracts or competitive processes as needed.

X. STANDARD TERMS AND CONDITIONS:

A. APPLICABLE LAW AND CHOICE OF FORUM: This Contract shall be construed, governed, and interpreted pursuant to the laws of the Commonwealth of Virginia. All disputes arising under this Contract shall be brought before an appropriate court in the Commonwealth of Virginia.

B. ANTI-DISCRIMINATION: By entering into this Contract, Contractor certifies to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act and §§ 9&10 of the Governing Rules. If Contractor is a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the Contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Governing Rules, § 36).

In every contract over $10,000 the provisions in 1. and 2. below apply:

1. During the performance of this Contract, the Contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements.

2. The Contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or Contractor.

C. ANTITRUST: By entering into this Contract, the Contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under this Contract.

D. ASSIGNMENT: Neither party will assign or otherwise transfer its rights or obligations under this Contract without both parties’ prior written consent. Any attempted assignment, transfer, or delegation without such consent is void.

E. AUDIT: 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 Contractor, and George Mason shall have the right to inspect and to copy all such items, at such party's expense, at all reasonable times, and from time to time, during the term of this Agreement and for a reasonable time thereafter not to exceed five (5) years. Upon the termination of this Agreement, all of such books, records and other information shall be the property of and be promptly delivered to George Mason. George Mason, its authorized agents, and/or state auditors shall have full access to and the right to examine any of the said materials during said period.

F. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that George Mason shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this Contract.

G. AUTHORIZED SIGNATURES: The signatory for each Party certifies that he or she is an authorized agent to sign on behalf such Party. For any George Mason bank or operating account established or administered in connection with Property Management Services, any persons designated by Contractor to be authorized signatories or to have payment initiation authority shall be subject to George Mason’s prior written approval. Contractor shall not add or change authorized signatories, alter account controls, or change banking institutions for any such account without George Mason’s prior written approval.

H. BACKGROUND CHECKS: Prior to any of Contractors employees, agents, or subcontractors (collectively "Personnel") performing services on any George Mason campus, Contractor shall, at its sole expense, obtain comprehensive background checks on all Personnel. Such background checks shall include, at minimum: a review of the Personnel's records to include social security number search, local and federal criminal records (any misdemeanor convictions and/or felony convictions), the Sex Offender Registry, and the SanctionsBase+ Search or equivalent. In addition, for sensitive financial work or when operating a motor vehicle in the performance of duties for George Mason, the background investigation shall include a credit report or motor vehicle check, respectively. Contractor warrants that all such Personnel have successfully passed these background checks and are qualified to perform the contracted services. Contractor shall maintain records of all background checks and make them available to George Mason upon request. George Mason reserves the right to deny access to its premises to any Personnel based on the results of these background checks or for any other reason at George Mason’s sole discretion. Contractor shall immediately remove any Personnel from George Mason’s premises upon George Mason’s request. Signature on this Contract confirms your compliance with this requirement.

I. CANCELLATION OF CONTRACT: George Mason reserves the right to cancel this Contract, in part or in whole, without penalty, for any reason, upon 60 days written notice to the Contractor. Upon written notice of cancellation from George Mason, George Mason shall be fully released from any further obligation under the Contract and Contractor agrees to directly refund all payments, for services not already performed, to George Mason, including any pre-paid deposits, within 14 days. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

J. CHANGES TO THE CONTRACT: Changes can be made to this Contract in any of the following ways:

1. The parties may agree in writing to modify the scope of this Contract.

2. George Mason may order changes within the general scope of Contract at any time by written notice to Contractor. Changes within the scope of this Contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. Contractor shall comply with the notice upon receipt. Contractor shall be compensated for any additional costs incurred as the result of such order and shall give George Mason a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the George Mason’s right to audit Contractor’s records and/or to determine the correct number of units independently; or

c. By ordering Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the Contract. The same markup shall be used for determining a decrease in price as the result of savings realized. Contractor shall present George Mason with all vouchers and records of expenses incurred and savings realized. George Mason shall have the right to audit the records of Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to George Mason within thirty (30) days from the date of receipt of the written order from George Mason. If the Parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this Contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Purchasing Manual for Institutions of Higher Education and Their Contractors. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this Contract shall excuse the Contractor from promptly complying with the changes ordered by George Mason or with the performance of the contract generally.

K. CLAIMS: Contractual claims, whether for money or other relief, shall be submitted in writing no later than 60 days after final payment. However, written notice of the Contractor's intention to file a claim shall be given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

1. The Contractor must submit written claim to:

Chief Procurement Officer George Mason University 4400 University Drive, MSN 3C5 Fairfax, VA 22030

2. The Contractor must submit any unresolved claim in writing no later than 60 days after final payment to the Chief Procurement Officer.

3. Upon receiving the written claim, the Chief Procurement Officer will review the written materials relating to the claim and will mail their decision to the Contractor within 60 days after receipt of the claim.

4. The Contractor may appeal the Chief Procurement Officer’s decision in accordance with §55 of the Governing Rules.

L. COLLECTION AND ATTORNEY’S FEES: The Contractor shall pay to George Mason any reasonable attorney’s fees or collection fees, at the maximum allowable rate permitted under Virginia law, incurred in enforcing this Contract or pursuing and collecting past-due amounts under this Contract.

M. COMPLIANCE: All goods and services provided to George Mason shall be done so in accordance with any and all applicable local, state, federal, and international laws, regulations and/or requirements and any industry standards, including but not limited to: the Family Educational Rights and Privacy Act (FERPA), Health Insurance Portability and Accountability Act (HIPAA) and Health Information Technology for Economic and Clinical Health Act (HITECH), Government Data Collection and Dissemination Practices Act, Gramm-Leach-Bliley Financial Modernization Act (GLB), Payment Card Industry Data Security Standards (PCI-DSS), Americans with Disabilities Act (ADA), and Federal Export Administration Regulations. Any Contractor personnel visiting George Mason facilities will comply with all applicable George Mason policies regarding access to, use of, and conduct within such facilities. George Mason’s policies can be found at https://universitypolicy.gmu.edu/all-policies/ and any facility specific policies can be obtained from the facility Contractor.

Contractor 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. Contractor shall use diligent efforts to enforce lease compliance by tenants with all such laws, ordinances, regulations or orders. Contractor shall promptly remedy any violation Contractor is made aware of including any such law, ordinance, regulation or order which comes to its attention, including any tenant violations, all at George Mason's expense in accordance with this Agreement. Expenses incurred in remedying violations may be paid from the George Mason'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 George Mason might be subject to penalty, Contractor will notify George Mason 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. Contractor shall assist in obtaining and shall maintain at George Mason's expense all licenses, permits or other instruments required to be held by George Mason for the operation of the Property or any portion thereof. Contractor shall send to George Mason a copy of all initial or renewal license applications. All such licenses, permits and other instruments shall be obtained in George Mason's name whenever possible. All such licenses, permits or other instruments held in the name of Contractor shall be held by it on behalf of George Mason and upon the termination Contractor 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. Contractor, however, shall not take any such action as long as George Mason 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 Contractor to criminal liability, Contractor shall cause the same to be complied with. Contractor shall promptly notify George Mason in writing of all such orders, notices or requirements or expiration of this Agreement and Contractor shall transfer or assign any such licenses, permits or other instruments to George Mason or to such person as George Mason may direct. George Mason agrees to pay all reasonable expenses incurred by Contractor, with the exception of Contractor’s attorneys' fees for counsel employed to represent Contractor, with respect to any proceeding or suit involving an alleged violation by Contractor or George Mason, 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.

N. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION: The Contractor shall ensure that personally identifiable information (“PII”) which is defined as any information that by itself or when combined with other information can be connected to a specific person and may include but is not limited to personal identifiers such as name, address, phone, date of birth, Social Security number, student or personal identification numbers, driver’s license numbers, state or federal identification numbers, biometric information, religious or political affiliation, non-directory information, and any other information protected by state or federal privacy laws, will be collected and held confidential and in accordance with this Contract, during and following the term of this Contract, and will not be divulged without the individual's and George Mason's written consent and only in accordance with federal law or the Code of Virginia.

O. CONTRACTOR DAMAGE: Contractor agrees that all persons working for or on behalf of Contractor whose duties bring them upon the premises shall obey the rules and regulations that are established by Mason and shall comply with the reasonable directions of the institution's officers. Contractor shall be responsible for the acts of its employees and agents acting within the scope of their employment while on the Premises. Accordingly, Contractor agrees to take necessary measures to prevent injury and loss to persons or property located on the Premises. Contractor shall be responsible for all damages to persons or property caused by Contractor or any of its agents or employees. Contractor shall promptly repair, to its pre-existing condition (or otherwise, to the satisfaction of Mason), any damage that it, or its employees or agents, may cause to the Premises or equipment; on Contractor’s failure to do so, Mason may repair such damage and have the option to deduct the cost thereof from amounts otherwise payable to Contractor, or Contractor shall reimburse Mason within ten (10) days of request by Mason for the cost of repair. Contractor shall perform the Services without unreasonably interfering in any way with the activities of Mason faculty, students, staff, or visitors.

P. CONFLICT OF INTEREST: Contractor represents to George Mason that its entering into this Contract with George Mason and its performance through its agents, officers and employees does not and will not involve, contribute to nor create a conflict of interest prohibited by Virginia State and Local Government Conflict of Interests Act (Va. Code 2.2-3100 et seq), the Virginia Ethics in Public Contracting Act (§57 of the Governing Rules), the Virginia Governmental Frauds Act (Va. Code 18.2 – 498.1 et seq) or any other applicable law or regulation. Contractor shall not utilize the services of, enter into agreements with, or make payments to any third party that is related to, affiliated with, controlled by, under common control with, or otherwise a related party of Contractor (including any subsidiary or affiliate), in connection with this Contract unless George Mason approves such use

Q. CONTINUITY OF SERVICES:

1. The Contractor recognizes that the services under this Contract are vital to George Mason and must be continued without interruption and that, upon Contract expiration, a successor, either George Mason or another contractor, may continue them. The Contractor agrees:

2. To exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor;

2. To make all George Mason owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the Contract to facilitate transition to successor; and

2. That the University Procurement Officer shall have final authority to resolve disputes related to the transition of the Contract from the Contractor to its successor.

2. The Contractor shall, upon written notice from the Procurement Officer, furnish phase-in/phase-out services for up to ninety (90) days after this Contract expires and shall negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan shall be subject to the Procurement Officer’s approval.

3. The Contractor shall be reimbursed for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after Contract expiration that result from phase-in, phase-out operations). All phase-in/phase-out work fees must be approved by the Procurement Officer in writing prior to commencement of said work.

R. DEBARMENT STATUS: As of the Effective Date, the Contractor certifies that it is not currently debarred by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of services covered by this Contract, nor is the Contractor an agent of any person or entity that is currently so debarred.

S. DEFAULT: In the case of failure to deliver goods or services in accordance with this Contract, George Mason, after due oral or written notice, may procure them from other sources and hold Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which George Mason may have.

T. DRUG-FREE WORKPLACE: Contractor has, and shall have in place during the performance of this Contract, a drug-free workplace policy (DFWP), which it provides in writing to all its employees, vendors, and subcontractors, and which specifically prohibits the following on company premises, during work-related activities, or while conducting company business: the sale, purchase, manufacture, dispensation, distribution possession, or use of any illegal drug under federal law (including marijuana). For purposes of this section, “drug-free workplace” covers all sites at which work is done by Contractor in connection with this Contract.

U. ENTIRE CONTRACT: This Contract constitutes the entire understanding of the Parties with respect to the subject matter herein and supersedes all prior oral or written contracts with respect to the subject matter herein. This Contract can be modified or amended only by a writing signed by all of the Parties.

V. EXPORT CONTROL:

1. Munitions Items: If the Contractor is providing any items, data or services under this order that are controlled by the Department of State, Directorate of Defense Trade Controls, International Traffic in Arms Regulations (“ITAR”), or any items, technology or software controlled under the “600 series” classifications of the Bureau of Industry and Security’s Commerce Control List (“CCL”) (collectively, “Munitions Items”), prior to delivery, Contractor must:

a. notify George Mason (by sending an email to export@gmu.edu), and

b. receive written authorization for shipment from George Mason’s Director of Export Controls.

The notification provided by the Contractor must include the name of the George Mason point of contact, identify and describe each ITAR or CCL-controlled commodity, provide the associated U.S. Munitions List (USML) category number(s) or Export Control Classification Number, and indicate whether or not the determination was reached as a result of a commodity jurisdiction determination, or self-classification process. The Contractor promises that if it fails to obtain the required written pre-authorization approval for shipment to George Mason of any Munitions Item, it will reimburse George Mason for any fines, legal costs and other fees imposed for any violation of export controls regarding the Munition Item that are reasonably related to the Contractor’s failure to provide notice or obtain George Mason’s written pre-authorization.

2. Dual-Use Items: If the Contractor is providing any dual-use items, technology or software under this order that are listed on the CCL in a series other than a “600 series”, Contractor must (i) include the Export Control Classification Number (ECCN) on the packing or other transmittal documentation traveling with the item(s) and, (ii) send a description of the item, its ECCN, and the name of the George Mason point of contact to: export@gmu.edu.

W. FORCE MAJEURE: George Mason shall be excused from any and all liability for failure or delay in performance of any obligation under this Contract resulting from any cause not within the reasonable control of George Mason, which includes but is not limited to acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, accident, any strike or labor disturbance, travel restrictions, acts of government, disease, pandemic, or contagion, whether such cause is similar or dissimilar to any of the foregoing. Upon written notification from George Mason that such cause has occurred, Contractor agrees to directly refund all payments to George Mason, for services not yet performed, including any pre-paid deposits within 14 days.

X. FIDUCIARY CAPACITY: 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.

Y. FUTURE GOODS AND SERVICES: George Mason reserves the right to have Contractor provide additional goods and/or services that may be required by George Mason during the term of this Contract. Any such goods and/or services will be provided by the Contractor under the same pricing, terms and conditions of this Contract. Such additional goods and/or services may include other products, components, accessories, subsystems or related services that are newly introduced during the term of the Contract. Such newly introduced additional goods and/or services will be provided to George Mason at Favored Customer pricing, terms and conditions.

Z. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into this Contract Contractor certifies that they do not and will not during the performance of this Contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

AA. INDEMNIFICATION: Contractor agrees to indemnify, defend, and hold harmless George Mason University (“George Mason”), the Commonwealth of Virginia, and their respective officers, agents, and employees from and against any and all claims, damages, losses, liabilities, actions, causes of action, judgments, costs, and expenses of any kind or nature, whether at law or in equity, arising out of or attributable to the acts or omissions, whether negligent, reckless, or willful, of Contractor, its officers, employees, agents, subcontractors, or affiliates, or arising out of or related to the performance of or failure to perform the services, obligations, or duties under this Contract, including without limitation the furnishing or use of any materials, goods, or equipment supplied by or through Contractor. Without limiting the generality of the foregoing, Contractor shall indemnify and hold harmless George Mason from and against any claims, losses, or damages arising from or related to: (i) theft, fraud, or other dishonest acts committed by Contractor’s employees, agents, or affiliates; (ii) penalties, interest, late fees, service interruptions, or loss of vendor discounts resulting from Contractor’s failure to timely pay authorized obligations where sufficient George Mason funds were available; (iii) overpayments, duplicate payments, or unauthorized disbursements resulting from error, negligence, or misconduct; and (iv) unauthorized use of George Mason property or facilities by Contractor’s personnel or representatives. Contractor understands and acknowledges that George Mason has not agreed to provide any indemnification or save harmless obligations running to Contractor.

AB. INDEPENDENT CONTRACTOR: The Contractor is not an employee of George Mason, but is engaged as an independent contractor. The Contractor shall indemnify and hold harmless the Commonwealth of Virginia, George Mason, and its employees and agents, with respect to all withholding, Social Security, unemployment compensation and all other taxes or amounts of any kind relating to the Contractor’s performance of this Contract.

AC. INFORMATION TECHNOLOGY ACCESS ACT: Computer and network security is of paramount concern at George Mason. George Mason wants to ensure that computer/network hardware and software does not compromise the security of its IT environment. Contractor agrees to use commercially reasonable measures in connection with any offering your company makes to avoid any known threat to the security of the IT environment at George Mason.

All e-learning and information technology developed, purchased, upgraded or renewed by or for the use of George Mason shall comply with all applicable University policies, Federal and State laws and regulations including but not limited to Section 508 of the Rehabilitation Act (29 U.S.C. 794d), the Information Technology Access Act, §§2.2-3500 through 2.2-3504 of the Code of Virginia, as amended, and all other regulations promulgated under Title II of The Americans with Disabilities Act which are applicable to all benefits, services, programs, and activities provided by or on behalf of the University. The Contractor shall also comply with the Web Content Accessibility Guidelines (WCAG) 2.1 AA. For more information, please visit http://ati.gmu.edu, under Policies and Procedures.

AD. INSURANCE: The Contractor shall maintain all insurance necessary with respect to the services provided to George Mason. The Contractor further certifies 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 George Mason shall be named as an additional insured. By requiring such minimum insurance, George Mason shall not be deemed or construed to have assessed the risk that may be applicable to the Contractor. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage. The Contractor is not relieved of any liability or other obligations assumed or pursuant to this Contract 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 one million dollars ($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, as applicable;

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 one million dollars ($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 Contractors Errors or Omissions coverage, with a minimum limit of $1,000,000 per claim.

6. Employee Dishonesty and Crime Insurance. Contractor shall maintain, at no cost or expense to George Mason, 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 George Mason. Contractor shall assign all proceeds received under such fidelity policy applicable to the Property to George Mason and agrees to execute such further assignments and notices thereof as may be requested by George Mason. Such policy shall indemnify and hold harmless George Mason from all loss of money or other property sustained through any criminal, fraudulent, negligent or dishonest acts committed by Contractor or any of its employees or agents 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 George Mason. Contractor shall be responsible for paying all indemnity provisions or deductibles pertaining to this policy.

AE. INTELLECTUAL PROPERTY: Contractor warrants and represents that it will not violate or infringe any intellectual property right or any other personal or proprietary right and shall indemnify and hold harmless George Mason against any claim of infringement of intellectual property rights which may arise under this Contract.

1. Unless expressly agreed to the contrary in writing, all goods, products, materials, documents, reports, writings, video images, photographs or papers of any nature including software or computer images prepared or provided by Contractor (or its subcontractors) for George Mason will not be disclosed to any other person or entity without the written permission of George Mason.

2. Work Made for Hire. Contractor warrants to George Mason that George Mason will own all rights, title and interest in any and all intellectual property rights created in the performance or otherwise arising from the Contract and will have full George Masonship and beneficial use thereof, free and clear of claims of any nature by any third party including, without limitation, copyright or patent infringement claims. Contractor agrees to assign and hereby assigns all rights, title, and interest in any and all intellectual property created in the performance or otherwise arising from the Contract, and will execute any future assignments or other documents needed for George Mason to document, register, or otherwise perfect such rights. Notwithstanding the foregoing, for research collaboration pursuant to subcontracts under sponsored research contracts administered by the University's Office of Sponsored Programs, intellectual property rights will be governed by the terms of the grant or contract to George Mason to the extent such grant or contract requires intellectual property terms to apply to subcontractors.

AF. LABOR RELATIONS: Contractor agrees to take immediate and reasonable steps to maintain its provision of service under this Contract, without additional cost to Mason, in the event of any labor action involving its employees and/or subcontractor employees.

AG. LIMITED AGENT: Solely for the performance of the Property Management Services described in this Contract and the applicable Scope of Work/Statement of Needs (including Attachments D and/or E, as applicable), George Mason hereby appoints Contractor as its limited agent (“Agent”) for the specific purposes expressly stated in this Contract and such Scope. Agent accepts such appointment and agrees to act only within the authority expressly granted herein and subject to all stated approval requirements, dollar thresholds, and other limitations. Except as expressly authorized in this Contract (or in a written delegation executed by the Procurement Officer and Contract Administrator, as applicable), Agent has no authority to make commitments, incur obligations, or otherwise bind George Mason or the Commonwealth of Virginia.

Agent shall not represent, and shall ensure Contractor Personnel do not represent, that Agent has authority beyond that expressly granted by this Contract and the applicable Scope. George Mason shall not be bound by any act or commitment of Agent outside the scope of delegated authority unless George Mason expressly ratifies such act in a writing signed by an authorized University official.

AH. NON-CONTRACTOR PERSONNEL: Contractor agrees that its employees and subcontractors (if approved in writing) shall not bring guests, friends, relatives or children to any Mason building during working hours. This restriction is in place to ensure safety, security, and efficiency at the job site. Contractor shall be responsible for ensuring that its employees and subcontractors are aware of and comply with this requirement.

AI. NON-DISCRIMINATION: All parties to this Contract agree to not discriminate on the basis of race, color, religion, national origin, sex, pregnancy, childbirth or related medical conditions, age (except where sex or age is a bona fide occupational qualification, marital status or disability).

AJ. NON-EXCLUSIVITY: Nothing herein is intended nor shall be construed as creating any exclusive arrangement with Contractor. This Contract will not restrict or prohibit George Mason from acquiring the same or similar goods and/or services from other entities or sources.

AK. PARKING: The Contractor and its employees shall adhere to the regulations of the university’s Parking Services Office. Valid contractor permits must be displayed by all contractor owned and/or employee-owned vehicles while parking on campus. Purchase of parking permits, payment of parking fines, or towing fees are the responsibility of the Contractor / vehicle George Mason. Contact Parking Services at 703-993-2710 or visit https://transportation.gmu.edu/parking/ for permit information.

AL. PAYMENT TO SUBCONTRACTORS: The Contractor shall take the following actions upon receiving payment from George Mason: (1) pay the subcontractor within seven days for the proportionate share of the total payment received from George Mason attributable to the work performed by the subcontractor under that Contract; or (2) notify George Mason and subcontractor within seven days, in writing, of its intention to withhold all or a part of the subcontractor's payment with the reason for non-payment. The Contractor shall collect the appropriate Tax Identification Number (Either SSN# or EIN#) based on the entity type of the subcontractor. The Contractor shall pay interest to subcontractors on all amounts owed by the Contractor that remain unpaid after seven days following receipt by the Contractor of payment from George Mason for work performed by the subcontractor under that contract, except for amounts withheld as allowed by prior notification. Unless otherwise provided under the terms of this Contract, interest shall accrue to subcontractors at the rate of one percent per month. The Contractor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor. A contractor's obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of George Mason. A contract modification may not be made for the purpose of providing reimbursement for such interest charge. A cost reimbursement claim may not include any amount for reimbursement for such interest charge.

AM. PURCHASING: 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 this 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

Notwithstanding any delegated authority granted under this Contract, 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.

All utilities contracts (including water, electricity, gas, and telephone) shall be in George Mason’s name and executed by George Mason or by Agent as George Mason’s representative only to the extent expressly authorized by this Contract and applicable Scope. Agent shall ensure utilities contracts include cancellation by George Mason immediately upon sale of the applicable Property and otherwise upon not more than thirty (30) days’ written notice, appropriate vendor insurance requirements, and assignability by or to George Mason, at George Mason’s option, in the event of termination of this Contract or sale/transfer of the Property. Agent shall deliver copies of executed utilities contracts to George Mason promptly upon execution and maintain original counterparts as part of the Property records, and Agent shall not receive any rebates, commissions, referral fees, or other items of monetary value from any utility provider or related service provider.

AN. PUBLICITY: Contractor shall not use, in its external advertising, marketing programs, or promotional efforts, any data, name, insignia, trademarks, pictures or other representation of the University or its employees except on the specific written authorization in advance by the University. The University must receive all requests for authorization in writing no later than ten (10) days in advance of the use date.

AO. REBATES OR COMMISSIONS: 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.

AP. REMEDIES: If the Contractor breaches this Contract, in addition to any other rights or remedies, George Mason may terminate this Contract without prior notice.

AQ. RENEWAL OF CONTRACT: This Contract may be renewed by George Mason for four (4) successive two-year renewal options under the terms and conditions of this Contract except as stated in 1. and 2. below. Price increases may be negotiated only at the time of renewal. Written notice of the University’s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period.