GEORGETOWN UNIVERSITY CONTRACTS DEPARTMENT GU STANDARD AGREEMENT INSTRUCTIONS FOR TENTS AND OTHER EVENT EQUIPMENT Purpose: This template should be used when purchasing tents and event equipment from US companies. If this company has two employees or less, please contact the Tax Department at taxdepartment@georgetown.edu before completing this form. Step 1: Verify that the Supplier is in the data base. If not direct supplier to, http://georgetown.force.com/gusupplier It takes 3-5 business days after the supplier registers before the supplier number is activated. Step 2: Fill in all the blanks on the template: 1 = supplier name, 2 = GMS contract number, 3 = Contract Overview, 4 = NTE dollar amount, 5 = beginning service date, 6 = end of service date. Step 3: List of collaborator names and email addresses for contract review process to be completed in Box (e.g. Cost Center Buyer, Requisitioner, and Department personnel involved in contract negotiations): _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ Step 4: Please create a requisition in GMS. Requisition number: ______________________________________________ Step 5: Submit to contracts@georgetown.edu Check list: _____ Instruction Sheet _____ GU Standard Tents and Event Equipment Template from Contracts website _____ Non-standard Agreement from Supplier _____ Evidence of Competition, bids, proposals, sole source _____ Indicate if the contract is a RUSH in the Contract Reference Field in GMS _____ Attachment A – Detailed Statement of Work (SOW), includes Deadlines, Deliverables Desired Results, etc. _____ UIS Checklist if it involves software, hardware, or electronic data _____ Certificate of Insurance (COI) with GU as a certificate holder _____ GU Addendum for Protection of Minors if services involve interaction with minors. 0 GEORGETOWN UNIVERSITY CONTRACTS DEPARTMENT GU SUPPLIER STANDARD AGREEMENT FOR TENTS AND OTHER EVENT EQUIPMENT This Agreement (the “Agreement”), by and between Georgetown University (“Georgetown”) and _________ _______________________ (“Supplier”), with GMS contract number_____________, is for the performance of the following services, as summarized below and further detailed in Attachment A – Statement of Work: INSERT CONTRACT OVERVIEW OF SERVICES: Georgetown shall pay Supplier an amount not to exceed $ _____ for the performance of these services. Services shall begin on ___________ (the “Start Date”) and end on ____________ (the “End Date”). The Supplier is _____/ is not _____ designated as a District of Columbia Certified Business Enterprise (“CBE”). If applicable, Supplier’s CBE number is _____________. 1) General a) Supplier represents and warrants that it is appropriately qualified and authorized to do business, and that Supplier has complied with all federal, state, and local laws regarding registrations, permits and licenses of any kind that are required to perform the services described in this Agreement. b) Supplier agrees to provide, and Georgetown agrees to pay for, the goods and/or services set forth in this Agreement. Georgetown will not pay for any goods or services furnished by Supplier until a written or electronic Purchase Order or Agreement has been executed by Georgetown. 2) Billing Requirements a) Georgetown shall pay proper invoices submitted by Supplier within thirty (30) days of Georgetown’s receipt of such invoices. Proper invoices are to be sent to: Georgetown University, Accounts Payable, 2121 Wisconsin Ave NW, Suite 400, PO Box 571165, Washington, DC 20057. b) In order to be considered proper, invoices issued by the Supplier pursuant to this Agreement must display the purchase order number, an invoice number, and the Georgetown department/person receiving goods or services thereunder. Georgetown shall return improper invoices to Supplier for correction. PO-based invoices may be emailed to: PO-Invoices@georgetown.edu c) Tax Exemption - For tax exemption purposes, Georgetown is exempt from Sales and Use Taxes under District of Columbia Certificate 8200-19620-01, State of Maryland Certificate 31056592 (as applicable), the Commonwealth of Virginia Form ST-13 (as applicable), and Federal Excise Tax Certificate 52-74-0032-F. 3) Term and Termination - This Agreement shall be effective as of the Start Date and shall continue in full force and effect until the End Date, unless terminated earlier pursuant to this section. Georgetown may terminate this Agreement by delivering thirty (30) days’ written notice to the Supplier. In the event of termination, unless 1 expressly provided otherwise in this Agreement, Georgetown shall pay Supplier for actual services provided by Supplier to Georgetown pursuant to this Agreement through the effective date of such termination. All representations, indemnification, confidentiality and choice of law provisions shall survive the expiration or termination of this Agreement. 4) Preparation of Site - Supplier shall abide by the following requirements of Georgetown’s Department of Facilities (“Facilities”): 1. Tent permits are necessary and must be obtained and provided to Facilities prior to the installation of tents. 2. Water barrels must be used on pavement areas unless specific authorization is provided by Facilities. Tent stakes can be used on turf areas, but the irrigation system must be marked and approval given by Facilities. 3. The Superintendent of Landscape and Waste Management and Recycling is the main point of contact within Facilities: Michael Pontti, B02 Harbin Hall, (202) 687-4109, ponttim@georgetown.edu or Marc Smith, (202)6870153, mjs82@georgetown.edu a. Suppliers are responsible to mark utilities in coordination with Facilities. b. All utility support generators, electrical power supply, water, needs to be coordinated with Facilities. 5) Insurance - Supplier shall maintain, unless otherwise specified, comprehensive general liability insurance in the amount of at least $1,000,000 combined single limit per occurrence/$2,000,000 aggregate, worker’s compensation coverage including employer’s liability, in accordance with appropriate federal and state laws; automobile liability insurance with a combined single limit for bodily injury and property damage of not less than $5,000,000 per accident throughout the performance of this Agreement. The comprehensive general liability and auto insurance policies shall include Georgetown University as an Additional Insured but solely with respect to liability arising from the performance of this agreement a certificate evidencing such coverage shall be forwarded to Georgetown University, Office of Risk Management, Box 571167, Washington, DC 20057 or emailed to riskmanagement@georgetown.edu 6) Responsibility and Indemnification - Supplier will be responsible for any and all losses, damages, injuries, claims, suits, liabilities, judgments, costs, and expenses of whatsoever nature (including attorneys’ fees) arising out of or in connection with Supplier’s acts or omissions or any defects or malfunctions of Supplier’s equipment. Supplier hereby agrees to indemnify, defend and hold harmless Georgetown University (“Georgetown”) and Georgetown’s representatives, agents, employees, assigns, affiliates, subsidiaries and/or designees from any and all losses, damages, injuries, claims, suits, liabilities, judgments, costs, and expenses of whatsoever nature (including attorneys’ fees) arising out of or in connection with Supplier’s acts or omissions, any defects or malfunctions of Supplier’s equipment or from Supplier’s breach of this Agreement. 7) Relationship and Authority - The Parties understand and acknowledge that Supplier is an independent contractor of Georgetown, and that nothing in this Agreement is intended to or should be construed to create an agency, joint venture, partnership or employment relationship. Supplier further acknowledges that neither Supplier nor Supplier’s employees will be treated or regarded as Georgetown employees under the laws or regulations of any government or governmental agency. Georgetown shall not withhold from its payments to Supplier any amounts for income taxes or other similar assessments. This Agreement sets forth the terms of the business relationship between the Parties. Neither Party shall hold itself out contrary to these terms by advertising or otherwise, nor shall either Party be bound by any statement, 2 representation, act or omission of the other Party. Supplier shall not have the authority to enter into contracts in Georgetown’s name or make financial or other commitments on Georgetown’s behalf. 8) Compliance with Laws a) Supplier agrees to comply with all applicable national, state and local laws and regulations (“Applicable Laws”), including but not limited to relevant employment laws, in the course of providing goods and/or services under this Agreement, including but not limited to the Family Educational Rights and Privacy Act and the Health Insurance Portability and Accountability Act, as well as Georgetown’s policies concerning such laws. b) In connection with its performance of services under this Agreement, Supplier agrees to comply with applicable United States laws and regulations controlling the export of goods, technology, software and services, including the International Traffic in Arms Regulations, the Export Administration Regulations, and the sanctions regulations administered by the Office of Foreign Asset Controls of the United States Treasury Department. c) Neither Party shall take any action or omit to take any action that would jeopardize or endanger in any manner Georgetown's licensure, accreditation, federal, state or local tax status or exemptions, or eligibility to contract with or receive grants or financial assistance from the United States government or participate in any manner in federally-related student loan programs. d) The Parties agree to abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. 9) Confidentiality - Except as required pursuant to Applicable Laws, Supplier agrees not to disclose or to use, directly or indirectly, except as contemplated in this Agreement, any proprietary or confidential data, trade secrets or other information relating to Georgetown or its affairs (including the information and terms contained in this Agreement) which may be disclosed to, or become known by, Supplier in connection with the services or Supplier’s performance of this Agreement. 10) Georgetown’s Names or Marks - Supplier agrees not to use Georgetown’s names, logos, marks, or any derivatives thereof for any purpose not necessary in connection with Supplier’s performance of this Agreement, including but not limited to references to Georgetown in press releases, client lists, websites or other promotional or marketing materials, without the specific prior written permission of Georgetown’s Office of Communications. 11) Governing Law and Dispute Resolution - This Agreement shall be construed in accordance with, and its performance governed by, the laws of the District of Columbia. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be handled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration shall be Washington, DC. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 12) Force Majeure - Neither Party shall be responsible for any failure or delay in the performance of any obligations under this Agreement to the extent that such failure or delay is caused by force majeure events, which may include but not be limited to acts of God, riots or civil commotions, war, terrorism, or other acts of any nation or governmental agency or authority. 13) Assignment - Neither Georgetown nor Supplier may assign this Agreement or any right or obligation thereunder without the prior written consent of the other Party. 3 14) Severability - The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, the remainder of the provisions shall continue to be valid and enforceable. 15) Anti-terrorism - Supplier agrees to comply with all Federal and other anti-terrorism laws and regulations. Supplier's signature below shall serve as certification that, to the best of Supplier's knowledge, Supplier (a) is not, (b) has not been designated as, (c) is not owned, affiliated, or controlled by, and (d) does not support, assist or aid a suspected terrorist organization or individual as defined by Federal law including, but not limited to, Executive Order 13224. 16) Debarment, Suspension and Other Related Matters - Supplier certifies by signing this Agreement that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any U.S. federal, state or local department or agency. 17) Entire Agreement - This Agreement, together with any relevant attachments, constitutes the entire Agreement between the Parties with respect to the subject matter hereof. If Georgetown has signed Supplier’s contract, proposal or statement of work, such contract and/or other relevant documents of Supplier are incorporated into this Agreement. Should a conflict arise between the Supplier’s contract or documents and Georgetown’s Agreement or documents, the terms of Georgetown’s Agreement or documents shall prevail. 18) Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but taken together shall constitute one instrument. 19) Amendment This Agreement may not be amended, extended or modified except by written instrument executed by Georgetown and Supplier. FOR __________________________: FOR GEORGETOWN UNIVERSITY: _______________________________ Name (Print) _____________________________ Name (Print) _______________________________ Title _____________________________ Title _______________________________ Signature and Date _____________________________ Signature and Date 4