TEMPLATE Agreement Attachment 3 - Contractual Provisions.docx

AGREEMENT ATTACHMENT 3

Contractual Provisions

A. Conflict of Interests Selected Firm represents to the University that it’s entering into this Agreement with the University 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 the Virginia State and Local Government Conflict of Interests Act (Va. Code 2.2-3100 et seq), the Virginia Ethics In Public Contracting Act (Va. Code 2.2-4367 et seq), the Virginia Governmental Frauds Act (Va. Code 18.2-498.1 et seq) or any other applicable law or regulation.

B. Independent Contractor Selected Firm is not an employee or agent of the University but is engaged as an independent Selected Firm. Selected Firm will indemnify and hold harmless the Commonwealth of Virginia, the University, 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 Selected Firm's performance of this Agreement. Nothing in this Agreement will be construed as authority for Selected Firm to make commitments which will bind the University, or to otherwise act on behalf of the University, except as the University may expressly authorize in writing.

C. Drug-Free Workplace Selected Firm, its agents and employees are prohibited, under the terms of this Agreement, Code of Virginia Section 2.2-4312, and the Commonwealth of Virginia, Department of Human Resource Management Policy Number 1.05, from manufacturing, distributing, dispensing, possessing, or using any unlawful or unauthorized drugs or alcohol while on University property.

During the performance of this Agreement, Selected Firm agrees to 1) provide a drug-free workplace for Selected Firm's employees; 2) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in Selected Firm's workplace and specifying the actions that will be taken against employees for violations of such prohibition; 3) state in all solicitations or advertisements for employees placed by or on behalf of Selected Firm that it maintains a drug-free workplace; and 4) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific agreement awarded to a Selected Firm, the employees of whom are prohibited from engaging in the unlawful manufacturing, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of this Agreement.

D. Accessibility

Compliance Requirement. All information and communications technology (ICT) purchased or upgraded pursuant to this Agreement for use by any covered entity of the Commonwealth shall comply with the Information Technology Access Act, §§ 2.2-3500 through § 2.2-3505 of the Code of Virginia.

Certification or Documentation. For ICT delivered under this Agreement that will be used by a covered entity of the Commonwealth or made available to the public, Selected Firm must certify that the ICT conforms with “accessibility,” as that term is defined in Virginia Code § 2.2-3501. If Selected Firm cannot certify full conformance of accessibility, the Selected Firm must provide:

i. Selected Firm-paid and completed Accessibility Conformance Report (as that term is defined in Virginia Code § 2.2-3501) indicating the level of conformance with accessibility for the ICT being procured; and

ii. a Supplier-paid and completed Vendor Accessibility Roadmap (as that term is defined in Virginia Code § 2.2-3501) documenting any areas of nonconformance and including a timeline for each nonconforming area's completion.

No Waiver of Selected Firm Obligations. Consistent with 28 C.F.R. § 35.201 and 36 C.F.R. Part 1194, Appendix A, § E202, the covered entity of the Commonwealth may, in its sole discretion, procure non-accessible ICT, if such procurement does not result in individuals with disabilities being denied the benefit of any program, service, or activity. This discretion does not waive Selected Firm’s obligations to comply with accessibility requirements and provide required certifications or documentation.

E. Unauthorized Alien Use Selected Firm warrants that it does not knowingly employ an “unauthorized alien,” as such term is defined in the federal Immigration Reform and Control Act of 1986. Selected Firm furthermore agrees that, during the term of this Agreement, it will not knowingly employ an unauthorized alien.

F. Additional Federal Grant Provisions The following provisions apply to a contract made under a federal grant: Appendix II to Part 200 - Contract Provisions for Non-Federal Entity Contracts Under Federal Awards.

G. Assignment Neither party to this Agreement will have the right to assign this Agreement in whole or in part without the prior written consent of the other. Any assignment in violation of this provision is null and void.

H. Amendments No amendment of this Agreement will be effective unless it is reduced to writing and executed by the University's Director of Procurement Services and by the individual signing Selected Firm's proposal or by other individuals named by either party as specified in the Notices provision below. If Selected Firm deviates from the terms of this Agreement without a written amendment, it does so at its own risk.

I. Notices Any notice required or permitted to be given under this Agreement will be in writing and will be deemed duly given: (1) if delivered personally, when received; (2) if sent by recognized overnight courier service, on the date of the receipt provided by such courier service; (3) if sent by registered mail, postage prepaid, return receipt requested, on the date shown on the signed receipt, or (4) if sent by facsimile, when received (as verified by sender’s machine) if delivered no later than 4:00 p.m. (receiver’s time) on a business day or on the next business day if delivered (as verified by sender’s machine) after 4:00 p.m. (receiver’s time) on a business day or on a non-business day. All such notices will be addressed to a party at such party’s address or facsimile number as shown below.

· If to the University:

Procurement Services University of Virginia P.O. Box 400202 1001 North Emmet Street Charlottesville, Virginia 22904-4202 Phone: 434-924-4019

With a copy to: ps-legal@virginia.edu

· If to Selected Firm:

The person signing Selected Firm's proposal in response to the University's RFP, at Selected Firm's address indicated in such proposal; or to such other person or address as either may designate for itself in writing and provide to the other.

J. University Registration Selected Firm agrees to register and remain registered as a supplier with the University during the term of this Agreement, and to comply with all applicable terms and conditions associated with registration.

K. eVA Registration / Transaction Fee The eVA Internet electronic procurement solution is the Commonwealth of Virginia's comprehensive electronic procurement system. The portal is a gateway for Firms to conduct business with state agencies and public bodies. All agencies and public bodies are expected to utilize eVA and all Firms desiring to provide goods and/or services in the Commonwealth are encouraged to participate in the eVA Internet e-procurement solution.

Selected Firm is required to register in the eVA Internet e-procurement solution as a condition of award and remain eVA registered during the term of this Agreement. Selected Firm will be subject to an eVA transaction fee, for which Selected Firm will be invoiced by Commonwealth of Virginia, Department of General Services. Selected Firm may not recoup the eVA fee by invoicing the University for the fee. Additional information is available at www.eva.virginia.gov

L. Waiver No waiver of any right will be deemed a continuing waiver, and no failure on the part of either party to exercise wholly or in part any right will prevent a later exercise of such or any other right.

M. Indemnification Selected Firm will indemnify and hold harmless The Commonwealth of Virginia, The Rector and Visitors of the University of Virginia, and its agents, employees and officials from any and all costs, damage or loss, claims, liability, damages, expenses (including, without limitation, attorneys’ fees and expenses) caused by or arising out of the performance or non-performance of this Agreement by Selected Firm or its agents or subcontractors, including the provision of any services or products. Selected Firm warrants that the products and services provided to the University may be used by the University without being in violation of any copyright, patent or similar property right or claim by others and will indemnify and hold harmless the University (and its employees, officers, directors and agents) from and against any such claim.

N. Termination If Selected Firm fails to provide quality goods or services in a professional manner, solely as determined by the University, and, upon receipt of notice from the University, does not correct the deficiency to the University's satisfaction within 15 calendar days or a time agreed to by both parties in writing, the University reserves the right to terminate this Agreement upon written notice to Selected Firm.

In addition, this Agreement may be terminated by the University for convenience by providing 30 days’ notice. The University remains responsible for payment of all products and services it has implemented, used or purchased through the time of termination.

O. Non-Appropriation Funding for any Agreement between the University and Selected Firm is contingent upon the availability and appropriation of funds by the Virginia General Assembly, any other authorized entity of the Commonwealth, and/or the continued allocation of funds under applicable federal grants. In the event that funding to support this Agreement is not appropriated, whether in whole or in part, the University reserves the right to terminate this Agreement effective the last day for which appropriated funding is available.

P. Right of Audit The University reserves the right to audit or cause to be audited Selected Firm's books and accounts regarding the University's account at any time during the term of this Agreement and for three years thereafter. Selected Firm will make available to the University all books and records relating to performance of this Agreement as may be requested during said period. This specifically includes, but is not limited to, the right of the University to require Selected Firm perform self-audits within reasonable parameters established by the University.

Q. Contractual Claims Procedure The Virginia Acts of Assembly of 2007, Chapter 943, Chapter 3, Exhibit P and its attachments requires contractors with the University to submit any claims, whether for money or other relief, in writing no later than 60 days after final payment; however, written notice of the contractors intention to file such a claim must be given at the time of the occurrence or beginning of the work upon which the claim is based.

The University's procedure for deciding such contractual claims is:

1. Selected Firm must provide the written claim to:

Director of Contracts, Procurement Services University of Virginia Carruthers Hall 1001 North Emmet Street P.O. Box 400202 Charlottesville, Virginia 22904-4202

With a copy to: ps-legal@virginia.edu

1. Although Selected Firm may, if it chooses, attempt to resolve its claim by dealing with a University department other than the one stated in Section A above, Selected Firm must submit any unresolved claim in writing no later than 60 days after final payment to the Director of Contracts, Procurement Services if it wishes to pursue its claim.

1. Upon receiving the written claim, the Director of Contracts, Procurement Services will review the written materials relating to the claim and decide whether to discuss the merits of the claim with Selected Firm. If such discussion is to be held, the Director of Contracts, Procurement Services and/or the Director of Sourcing, Procurement Services will contact Selected Firm and arrange such discussion. The manner of conducting such discussion will be as the Director of Contracts, Procurement Services and/or the Director of Sourcing, Procurement Services, and Selected Firm mutually agree.

1. The Director of Contracts, Procurement Services will mail his or her decision to Selected Firm within 60 days after receipt of the claim. The decision will state the reason for granting or denying the claim.

1. Selected Firm may appeal the decision to:

Senior Director of Procurement Services University of Virginia Carruthers Hall 1001 North Emmet Street P.O. Box 400202 Charlottesville, Virginia 22904-4202

Provide a written statement explaining the basis of the appeal within 15 days after Selected Firm's receipt of the decision.

1. Upon receiving the written appeal, the Senior Director of Procurement Services will review the written materials relating to the claim and decide whether to discuss the merits of the claim with Selected Firm. If such discussion is to be held, the Senior Director of Procurement Services and/or and/or the Director of Sourcing, Procurement Services will contact Selected Firm and arrange such discussion. The manner of conducting such discussion will be as the Senior Director of Procurement Services and/or the Director of Sourcing, Procurement Services and Selected Firm mutually agree.

1. The Senior Director of Procurement Services will mail his or her decision to Selected Firm within 60 days after the Senior Director of Procurement Services receipt of the appeal. The decision will state the reasons for granting or denying the appeal.

Nothing in this procedure will preclude either party from filing a claim in any court of the Commonwealth of Virginia to seek legal or equitable remedy if a dispute should arise, in addition to such other remedies as are expressly provided in this Agreement. Selected Firm may not, however, file such claim unless and until it has complied fully with the procedure set forth in this provision.

R. Cooperative Procurement / Use of Agreement by Third Parties It is the intent of this Agreement to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institution, or any University related foundation may access this Agreement if authorized by Selected Firm.

Participation in this cooperative procurement is strictly voluntary. If authorized by Selected Firm, this Agreement may be extended to the entities indicated above to purchase at fees in accordance with this Agreement. Selected Firm will notify the University in writing of any such entities accessing this Agreement. No modification of this Agreement or execution of a separate agreement is required to participate. Selected Firm will provide semi-annual usage reports for all entities accessing this Agreement. Participating entities will place its own orders directly with Selected Firm and will fully and independently administer its use of this Agreement to include contractual disputes, invoicing and payments without direct administration from the University. The University will not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by Selected Firm to extend this Agreement. 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 this Agreement no matter the circumstances.

Use of this Agreement does not preclude any participating entity from using other agreements or competitive processes as the need may be.

S. The University's Authorized Representatives The only persons who are or will be authorized to speak or act for the University in any way with respect to this Agreement are those whose positions or names have been specifically designated in writing to Selected Firm by the University's Director of Procurement Services.

T. Purchasing Manual This Agreement is subject to the provisions of the Commonwealth of Virginia "Purchasing Manual for Institutions of Higher Education and Their Vendors" and any subsequent revisions, which is available at this web site: https://vascupp.org/sites/vascupp/files/2020-09/hem.pdf.

U. Small Business Reporting Selected Firm will identify and fairly consider small businesses for subcontracting opportunities when qualified firms are available to perform a given task in performing for the University under the resulting Agreement. Selected Firm will submit a quarterly small business report to the University by the 10th of the month following each calendar quarter, specifically the months of April, July, October, and January. Selected Firm will submit the quarterly small business reports to:

Shannon Wampler Business Analyst, Procurement Services Email: saw2w@virginia.edu

The quarterly small business reports will contain this information:

i. Small business’ name, address and phone number with which Selected Firm has contracted over the specified quarterly period.

ii. Contact person at the small business who has knowledge of the specified information.

iii. Type of goods and/or services provided over the specified period of time.

iv. Total amount paid to the small business as it relates to the University’s account.

Selected Firm’s failure to provide small business reports on a quarterly basis which contain the information required by this section and/or Selected Firm’s failure to comply with the plan for utilizing small businesses submitted by Selected Firm as part of its proposal and/or negotiation response may be grounds for debarment pursuant to Section 9. G. 4 of the “Purchasing Manual for Institutions of Higher Education and their Vendors.”

V. Good and/or Services During the term of this Agreement, Selected Firm will provide for the University the goods and/or services offered to the University by the Firm in its proposal and/or any addenda to its proposal which has been approved in writing by the University and as may be further specified by the University in writing when it selected the Firm.

W. Future Goods and/or Services The University reserves the right to have Selected Firm provide additional goods and/or services that may be required by the University during the Term of this Agreement. Any such goods and/or services will be provided under the same terms and conditions of this Agreement. Such additional goods and/or services may include other products, components, accessories, subsystems or services provided by Selected Firm. These additional goods and/or services will be provided to the University at Favored Customer pricing.

X. Favored Customer Selected Firm represents that the prices, terms, warranties, and benefits specified in its proposal are comparable to or better than the equivalent terms being offered by the Firm to any present customer.

Y. Ordering Procedures The University does not place verbal orders for the Goods/Services. The University may only place orders for the Goods/Services by issuing a formal written Purchase Order in advance of Selected Firm’s provision of the Goods/Services. Accordingly, at the University’s request, Selected Firm will issue a proposal/quotation listing the Goods/Services desired by the University and the corresponding fees and/or fee estimates. After any necessary discussions and/or revisions, the University will issue a corresponding Purchase Order for a specified fee amount. This specified fee amount cannot be exceeded by Selected Firm unless a new formal written Purchase Order or Purchase Order revision is issued by the University authorizing a specific additional fee amount. Under no circumstances does the University authorize Selected Firm to provide the Goods/Services before receipt of a formal written Purchase Order corresponding to its proposal/quotation. If Selected Firm provides Goods/Services prior to receipt of a formal written Purchase Order, or incurs costs in excess of authorized purchase order fee amounts, it does so at its own risk.

Z. Invoicing and Payment Terms Selected Firm is not allowed to request a prepayment/down payment. Selected Firm may, however, request payment be tied to project milestones. Selected Firm will submit an original invoice referencing the correct Purchase Order number on the invoice to the appropriate University’s Accounts Payable division. The University agrees to pay the Selected Firm per the terms of registration with the University’s current payment system and upon confirmed receipt of undisputed, properly presented invoice, following this process: https://uvafinance.virginia.edu/payments-expensing/invoices-receiving. Invoices for non-catalog orders may be submitted as a PDF attachment to vendor-invoices@virginia.edu. If a Selected Firm experiences issues with the aforementioned submission method, please notify the ordering department for further assistance. Selected Firm must submit a properly presented, undisputed invoice within six (6) months of Goods/Services being delivered or completed (“Invoice Period”). Selected Firm waives any right to a claim of money owed or breach of contract for non-payment if a properly presented invoice is not submitted to the University within the Invoice Period.

AA. Marketing The University encourages Selected Firm to appropriately and specifically market itself to applicable end-using University departments that may be interested in Selected Firm’s Goods/Services . However, Selected Firm will not use non-specific mass marketing formats; such as, but not limited to, spam, emails and junk mail. In the event that Selected Firm engages in non- specific mass marketing formats, the University, in its sole discretion, may choose to terminate this Agreement.

AB. Compliance Selected Firm will comply with all applicable laws and industry standards in its performance under this Agreement. Any Selected Firm personnel visiting the University’s facilities will comply with all applicable University policies regarding access to, use of, and conduct within such facilities, including but not limited to University policies regarding recording in University facilities or on University property and the requirement of submitting a Recording and Production Request Form, to the extent applicable.

AC. Intellectual Property Rights/Disclosure 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 Selected Firm (or its subcontractors) for the University will not be disclosed to any other person or entity without the written permission of the University. Selected Firm warrants to the University that the University will own all rights, title and interest in any and all intellectual property rights created in the performance or otherwise arising from this Agreement and will have full ownership and beneficial use thereof free and clear of claims of any nature by any third party including without limitation copyright or patent infringement claims. Selected Firm will execute any assignments or other documents needed for the University to perfect such rights. Notwithstanding the foregoing, for research collaboration pursuant to subcontracts under sponsored research agreements administered by the University's Office of Sponsored Programs, intellectual property rights will be governed by the terms of the grant or contract to the University to the extent such grant or contract requires intellectual property terms to apply to subcontractors.

AD. Data and Intellectual Property Protection Sensitive, non-public “University 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 Selected Firm will receive, create, or come into non-incidental contact with University Data, Selected Firm agrees to abide by the terms and conditions of the Data Protection Addendum. Further, if Selected Firm will receive, create, or come into non-incidental contact with patient or University health plan participant Protected Health Information as that term is defined in 45 C.F.R. § 160.103, Selected Firm is a Business Associate, and agrees to abide by the terms and conditions of the Business Associate Addendum addition to the Data Protection Addendum.

AE. Brand Standards Selected Firm warrants that any Work produced for the University (1) will comply with the University’s brand standards and (2) in its end application, will fit the visual look and feel of the overall brand aesthetic, brand concept, color palette, visual effects, photographic and video style standards, and make correct use of all marks including logos and identity components. Selected Firm agrees that the University, in its sole discretion, will determine Selected Firm’s compliance with this provision. Work includes, but is not limited to: websites, applications, electronic communications, newsletters, advertisements, mailings, magazines, and other communication materials (digital and print) produced for the University. For additional guidance, Selected Firm should consult the University’s Brand Guidelines at http://brand.virginia.edu/ (requires registration) or contact University Communications (brand@virginia.edu).

AF. International Traffic in Arms Regulations (ITAR) If Selected Firm 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), it must notify (by sending an email to export-controls@virginia.edu), and receive prior written authorization from, the University’s Office of Export Controls before delivery. The notification provided by the supplier shall include the name of the University of Virginia point of contact, identify each ITAR-controlled commodity, provide the associated U.S. Munitions List (USML) category number(s), and indicate whether or not the determination was reached as a result of a commodity jurisdiction or self-classification process. Selected Firm agrees that if it fails to notify the University that it is providing ITAR-controlled items, data or services, it shall reimburse the University for any fines, legal costs and other fees imposed by the above-named regulatory agency for any violation of export controls regarding the provided items, data or services.

AG. License Requirements Certain statutes and regulatory agencies require that some Firms be properly registered and licensed, or hold a permit, prior to performing specific types of Goods/Services. It is Selected Firm’s responsibility to comply with the rules and regulations issued by the appropriate regulatory agencies, and possess and maintain the appropriate licenses if applicable for the Goods/Services to be provided under this Agreement. A copy of any such applicable license and/or permit must be furnished upon request to the University or VASCUPP member institution. For example, if Selected Firm will be providing removal, repair, improvement, renovation or construction-type services they, or a qualified individual employed by the Firm, must possess and maintain an appropriate State of Virginia Class A, B, or C Contractor License (as required by applicable regulations and value of services to be performed) for the duration of this Agreement.

AH. Force Majeure Neither Party will be deemed in default or otherwise liable hereunder due to its inability to perform by reason of any fire, earthquake, flood, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state, national or international ordinance or law or any executive, administrative, judicial or similar order, including orders from any governing body (which order is not the result of any act or omission to act which would constitute a default under this Agreement), or any failure or delay of any transportation, power, or other essential thing required, or similar causes beyond the Party’s control (collectively, “force majeure”), provided the affected party uses its reasonable efforts to prepare for, avoid or remove the causes of non-performance and continues performance immediately after such causes are removed. Any delay in performance will be no greater than the event of force majeure causing the delay. If an event of force majeure continues uninterrupted for a period exceeding thirty (30) days total in a twelve (12) month period, either Party may elect to terminate this Agreement upon notice to the other, but such right of termination, if not exercised, will expire immediately upon the discontinuance of the event of force majeure.

AI. Promotional Activity During the Term of the Agreement, Selected Firm may reference the University as a customer in sales and marketing materials and public statements (Promotional Materials), provided such Promotional Materials do not include opinions explicitly or implicitly attributed to the University about the quality of the goods and/or services provided to the University. In no event shall Selected Firm request that the University or any University employee endorse Selected Firm or Selected Firm’s goods and/or services. Promotional Materials may include the name “University of Virginia” and the University’s approved institutional logo solely to identify accurately the University as an entity to whom Selected Firm provides goods and/or services. Furthermore, the University grants Selected Firm a limited, nonexclusive license to display the University’s Marks solely as they are made available to Selected Firm in connection with Selected Firm’s goods and/or services provided to the University.

AJ. Governing Law and Venue This Agreement will be governed and construed in all respects by the laws of the Commonwealth of Virginia, excluding its conflict of laws provisions. The Parties agree to the exclusive jurisdiction of state courts in Albemarle County, Virginia, for all disputes arising out of or related to this Agreement.

AK. Entire Agreement This is the entire agreement between the University (including University employees and other End Users) and Selected Firm. In the event that Selected Firm enters into terms of use agreements or other agreements or understanding, whether electronic, click-though, verbal or in writing, with University employees or other End Users, such agreements shall be null, void and without effect, and the terms of this Agreement shall apply.

AL. Agreement Signature This Agreement may be executed in counterparts, each of which will be deemed an original, and both of which taken together will constitute one and the same document. Electronically transmitted signatures will be deemed originals for all purposes relating to the agreement.

AM. Compliance Selected Firm warrants that the Service(s) it will provide to the University is fully compliant with all state and federal laws, regulations, industry codes, and guidance that may be applicable to the service, which may include:

Any applicable national, federal, state, or local law, rule, directive or regulation relating to the privacy of personal information, including, without limitation, the Family Educational Rights and Privacy Act, 20 U.S.C. §1232g, and its implementing regulations (“FERPA), the Americans with Disabilities Act, and the Virginia Consumer Data Protection Act.

AN. Nondiscrimination and Fair Employment Contracting Act During the performance of this Agreement, Selected Firm will comply with the contract provisions contained in Section 2.2-4311 (1) & (2) and Section 2.2-4201 (1), (2), and (3) of the Code of Virginia or any successor provisions which may be applicable to this Agreement. Also, in accordance with Section 2.2- 4343.1, the University does not discriminate against faith-based organizations.

The requirements of Sections 2.2-4311 and 2.2-4201 include:

1. Selected Firm will not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin, except where religion, sex, or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of Selected Firm. Selected Firm agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the contractor has contracts of over $10,000.

2. Selected Firm will, in all solicitations or advertisements for employees placed by or on behalf of Selected Firm, state that Selected Firm is an equal opportunity employer. However, notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this provision.

3. If Selected Firm employs more than five employees, Selected Firm shall (i) provide annual training on Selected Firm’s sexual harassment policy to all supervisors and employees providing Goods/Services in the Commonwealth of Virginia, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post Selected Firm’s sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth of Virginia that Selected Firm owns or leases for business purposes and (b) Selected Firm’s employee handbook.

Selected Firm shall include the provisions of subparagraphs 1, 2, and 3 above in every subcontract or purchase order of over $10,000, so that such provisions shall be binding upon each subcontractor or vendor.

AO. Insurance Selected Firm shall procure and maintain and require any authorized subcontractor to procure and maintain for the duration of the contract, insurance against claims which may arise from or in connection with the performance of the Goods/Services by Selected Firm, its agents, representatives, employees, or subcontractor. Beginning on the Effective Date and continuing during the Initial Term and any Renewal Terms, Selected Firm, at Selected 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 University, the following:

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 Insurance: providing coverage against information security and privacy breaches (including social engineering coverage, legal and forensic services, credit monitoring programs, website media content liability, crisis management and public relations and violations of Payment Card Industry compliance with combined limits of liability of at least Two Million Dollars ($2,000,000).

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

Additional Insured Status The Commonwealth of Virginia, and the Rector and Visitors of the University of Virginia, 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 Agreement, the Selected Firm’s insurance coverage shall be primary insurance as respects the Commonwealth of Virginia, the Rector and Board of Visitors of the University of Virginia, its officers, employees and agents. Any insurance or self-insurance maintained by the Commonwealth of Virginia, the Rector and Board of Visitors of the University of Virginia, its officers, employees and agents shall be excess of the Selected 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 notice to University.

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

Verification of Coverage The Selected 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 University before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Selected 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.