Attachment B - VCU Contractual Provisions - SPECIFIC.pdf

ATTACHMENT B VIRGINIA COMMONWEALTH UNIVERSITY

SPECIFIC CONTRACTUAL PROVISIONS

A. INSURANCE: Firm shall procure and maintain and require any Subcontractor to procure and maintain for the duration of the Agreement, insurance against claims which may arise from or in connection with the performance of the work and the results of that work by the Firm, its agents, representatives, employees or subcontractor. Subcontractor insurance requirements shall be appropriate to the services performed. Beginning on the Commencement Date and continuing during the Initial Term of the Agreement and any Renewals or extensions thereof, including any required transition or claims run-out administration, the Firm, at the Firm’s expense, shall keep in force, with an insurance company with a current A.M. Best’s rating of no less than A: VII, one which is authorized to transact business in Virginia, and in a form acceptable to the University, the following:

NOTE: ‘X’s indicate insurance is needed, whereas empty parentheses indicate insurance is not.

(X) Commercial General Liability (CGL): Providing CGL coverage on an “occurrence” basis, including for (X) bodily injury liability including: death, assault or battery, (X) property damage liability for damage to property of third parties, (X) personal injury liability, (X) advertising injury liability, (X) contractual liability, (X) products / completed operations liability and, with limits no less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate.

(X) Automobile Liability: If vehicles are used in performing services under this Agreement, providing coverage on all vehicles (i.e., owned, non-owned, and hired) operated in performing such services, with combined minimum limits of liability of at least One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage.

(X) Workers’ Compensation: Providing coverage of at least the statutory amounts covering all employees, and employer’s liability insurance with minimum limits of Five Hundred Thousand Dollars ($500,000) for each coverage part.

(X) Professional Liability Insurance: Providing coverage for professional designations or licenses where professional services are being rendered , including errors and omissions in enrollment and waiver administration, benefit configuration, claims administration, billing, reporting, and pharmacy benefit administration, as applicable to the Firm’s responsibilities, with minimum limits of One million dollars ($1,000,000) of coverage.

(X) Employment Practices Insurance: Providing coverage against claims made by any employee, former employee, or potential employee or third party who alleges discrimination (e.g., age, sex, race, or disability), wrongful termination of employment, harassment or any other employment practices-related injuries with limits of liability of at least One Million Dollars ($1,000,000).

(X) Cyber Security Liability: Providing coverage against claims made for financial losses caused by cyberattacks and/or data breaches with limits of liability of at least One Million Dollars ($5,000,000) (subject to higher requirement depending on the nature of the work).

(X) Crime / Fidelity Coverage: If Firm receives, holds, transfers, or disburses funds belonging to VCU or the student health program, providing coverage for employee dishonesty, theft, computer fraud, and funds-transfer fraud affecting such funds, including client funds in Firm’s custody or control, with limits of at least One Million Dollars ($1,000,000) per loss, subject to adjustment based on the funds handled.

(X) Transition & Tail Coverage: The requirement for a 5-year extended reporting period for claims-made policies covering the run-out administration period should remain.

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status The Commonwealth of Virginia, and Virginia Commonwealth University, its officers, employees, and agents are to be covered on the CGL policy with respect to liability arising out of work or operations performed including materials, parts, or equipment furnished in connection with such work or operations.

Primary Coverage For any claims related to this contract, the Firm’s insurance coverage shall be primary insurance and any insurance or self-insurance maintained by the Commonwealth of Virginia, Virginia Commonwealth University, its officers, employees and agents shall be in excess of the Firm’s insurance and shall not contribute with it.

Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with thirty (30) calendar days prior written notice to the University.

Waiver of Subrogation The Firm will grant to the University a waiver of any right to subrogation which any insurer of said Firm may acquire against the University by virtue of the payment of any loss under such insurance.

The Firm will agree to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not University has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the University.

University may require the Firm to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Claims Made Policies If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work, including any required transition or claims run-out administration.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Firm must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage The Firm shall furnish University with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the University before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Firm’s obligation to provide them. University reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances University reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

The insurance required under this section is separate from the student health insurance policy and any stop-loss coverage provided for the student health program. These requirements do not limit Firm’s liability or obligations under this Agreement.

B. DATA PROTECTION: Sensitive, non-public “VCU Data” is strictly regulated by state or federal law.

Such data includes but is not limited to: business, administrative and financial data, intellectual property, and patient, student and personnel data. If the Firm providing goods or services to VCU will receive, create, or come into non-incidental contact with VCU Data, the Firm agrees to abide by the terms and conditions of the Data Protection Addendum (“DPA”) shown here https://procurement.vcu.edu/for-suppliers/ or, if applicable, the DPA attached to this Agreement as a separate document. The Data Protection Addendum may be updated from time to time and it is the Firm’s obligation to review the Data Protection Addendum in effect at the time of its provision of goods or services to VCU. Further, if the Firm providing goods or services to VCU will receive, create, or come into non-incidental contact with patient or VCU health plan participant Protected Health Information as that term is defined in 45 C.F.R. § 160.103, the Firm may be a Business Associate, and agrees to abide by the terms and conditions of the Business Associate Addendum in addition to the Data Protection Addendum should a determination be made that the Firm is a Business Associate.

C. ORDERING PROCEDURES: Goods and/or Services will be ordered in the manner described in this section. The University makes no guarantee as to the volume of business that may be provided under this Agreement. A proposal for Goods and/or Services must be specifically requested of the Firm by a University department. When such Goods and/or Services are specifically requested, Firm will prepare a proposed statement of work. The proposed statement of work will be in the form described in Attachment 4, Sample Statement of Work, and will reference this Agreement.

Additional contractual provisions may not be introduced in the proposed statement of work and the statement of work may not be marked as proprietary or confidential. Statements of work will be used solely to describe the personnel, services, deliverables, and applicable fees, and will be mutually agreed upon by the University and Selected Firm. The University will not be required to sign or otherwise execute the statements of work.

If the University desires to have Firm provide the Goods and/or Services described in the proposed statement of work, the University will issue a Purchase Order. When the University Purchase Order is issued, a contract exists between Selected Firm and the University for the specific Goods and/or Services described in the applicable statement of work.

D. TRAVEL EXPENSES: Firm acknowledges that the fees and rates set forth in this Agreement, unless specifically delineated, are all-inclusive of all labor, overhead, and project-related travel expenses.

Firm/Contractor shall be solely responsible for arranging and funding its own travel, room, and board which is subject to be capped within the terms of this Agreement. VCU shall have no independent obligation to review travel receipts, approve travel rules, or issue separate travel https://procurement.vcu.edu/for-suppliers/ payments outside of the payment terms of this Agreement.