Attachment_6-6_Pro_Forma_Pharmacy_Services_Release_2.pdf

Attachment 6.6. Pro Forma Release 2 12-18-25 FA

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF DISABILITY AND AGING

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Department of Disability and Aging (“State” or “DDA”) and Contractor Legal Entity Name (“Contractor”), is for the provision of Pharmacy Services for residents in West Tennessee Homes, Middle Tennessee Homes, and Harold Jordan Center, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the Contract:

a. “AWP” means Average Wholesale Price, a published benchmark reflecting wholesalers’ reported list prices for prescription drugs, used primarily for reimbursement and pricing references.

b. “eMAR” means Electronic Medication Administration Record, a digital system used in healthcare to document and track patient medication administration, replacing paper records to increase safety and efficiency.

c. “HJC” means the Harold Jorand Center. a forensic facility serving up to four (4) people with intellectual disability who have charges against them. Admissions require a criminal court order for commitment. Prerequisites for the court order are outlined in Tenn. Code Ann. § 33-5-403.

d. “ICF/IID” means Intermediate Care Facilities for Individuals with Intellectual Disabilities, specialized residential settings providing twenty-four hour, seven day a week active treatment, health, and rehabilitative services to people with IDD.

e. “MAR” means Medication Administration Record, a document used by healthcare professionals to track, document, and verify the administration of medications to patients in inpatient or outpatient settings.

A.3. The Contractor shall provide pharmacy services to residents/individuals of Middle Tennessee Homes, West Tennessee Homes, and HJC.

A.4. The Contractor shall provide services under this Contract as follows:

ICF/IID Middle TN Community Group Homes

No. County Street Address Occupancy 1 Davidson 3156 Earhart Road, Hermitage, TN 37076 4 2 Davidson 3160 Earhart Road, Hermitage, TN 37076 4 3 Davidson 889 Tulip Grove Road, Hermitage, TN 37076 4 4 Davidson 895 Tulip Grove Road, Hermitage, TN 37076 4 5 Davidson 3207 Earhart Road, Hermitage, TN 37076 4

6 Davidson 3209 Earhart Road, Hermitage, TN 37076 4 7 Davidson 328 Dennywood Drive, Nashville, TN 37214 4 8 Davidson 2410 Wilford Drive, Nashville, TN 37214 4 9 Wilson 4937 Saundersville Road, Old Hickory, TN 37138 4

Total Middle TN Individuals Served 36

Harold Jordan Center

County Street Address Occupancy

1 Davidson 275 Stewarts Ferry Pike, Nashville, TN 37244-0500 24 (12)

Total Harold Jordan Center Individuals Served 24 (12)

ICF/IID West TN Community Group Homes

No. County Street Address Occupancy

1 Shelby _5982 Polk Street, Arlington, TN 38002 4 2 Fayette 95 Oak Hollow Cove, Arlington, TN 38002 4 3 Fayette 230 Oak Hill Lane, Arlington, TN 38002 4 4 Shelby 10926 Lubov Road, Arlington, TN 38002 4 5 Shelby 7405 0sborntown Road, Arlington, TN 38002 4 6 Shelby 2960 Schaeffer Drive, Eads, TN 38028 4 7 Shelby 11444 Arlington Woods Cove, Arlington, TN 38002 4 8 Shelby 11456 Arlington Woods Cove, Arlington, TN 38002 4 9 Shelby 11455 Arlington Woods Cove, Arlington, TN 38002 4

10 Shelby 11443 Arlington Woods Cove, Arlington, TN 38002 4 11 Shelby 11003 Highway 70, Arlington, TN 38002 4 12 Shelby 11005 Highway 70 Arlington, TN 38002 4

Total West Individuals Served 48 Occupancy refers to the maximum number of individuals in the home or center.

A.5. The Contractor shall dispense scheduled drugs and over-the-counter medications for treatment of individuals residing in the Middle Tennessee Homes, West Tennessee Homes, and the HJC that are ordered by a doctor of medicine or other health care professional, who is duly licensed and qualified under the laws of jurisdiction in which scheduled drugs and over-the-counter medications are prescribed.

A.6. The Contractor shall provide a monthly/thirty-thirty-one (30-31) day supply of an individual's medication regime unless prescribed for a lesser amount of time.

A.7. The Contractor shall ensure that prescription containers are single dose and labeled to include the individuals name, number, prescription date, expiration date, prescribing physician, medication name, lot number, strength, dosage, directions for administration, and any applicable warnings or dietary instructions or other information in compliance with federal regulations and the laws of the State of Tennessee.

A.8. The Contractor shall provide over-the-counter medications including non-legend medications such as aspirin, vitamins, and/or treatment supplies such as diabetic strips and diabetic supplies.

A.9. The Contractor shall provide a purified protein derivative solution for tuberculosis testing of all individuals residing in the ICF/IIDs, group homes, and Harold Jordan Center and to all direct care and support staff in the homes. These shall be provided to the State upon request.

A.10. The Contractor shall provide flu vaccines for all individuals residing in the ICF/IIDs, group homes and Harold Jordan Center and to all direct care and support staff in the homes. These shall be provided to the State upon request.

A.11. The Contractor shall provide a system for communication with each site for all new orders, refill orders, change orders, discontinued orders and other changes.

A.12. The Contractor shall provide a packaging system for unit dose packaging. The Contractor shall ensure that unit dose packaging provides individually packaged medications for unit of use administration.

A.13. The Contractor shall provide a MAR documentation system that is compatible with the eMAR system for each ICF/IID, group home and the Harold Jordan Center that includes physicians' orders.

A.14. The Contractor shall provide a system for the provision of "stat" or immediate use dosages that are available twenty-four (24) hours per day seven (7) days per week either through on-site immediate use stock or delivery. If delivery or retail purchase is necessary, the Contractor shall provide and pay for delivery or retail purchase.

A.15. The Contractor shall ensure that dispensing, packaging, administering and storage of all prescriptions shall be in accordance with applicable DDA policies and the Tennessee Board of Pharmacy rules and regulations. The Contractor shall dispense and document narcotics in accordance with Tennessee Board of Pharmacy guidelines.

a. Controlled substances shall be ordered by State facility nursing staff on a PRN basis when the supply runs low.

b. Reconciliation shall occur at the point of delivery.

c. Returns and destruction shall be handled via a DEA-registered reverse distributor as identified by the Contractor.

A.16. The Contractor shall provide medication review as required by ICFs/IID Federal requirements 42 CFR 483, and billing to the appropriate Medicare Part D provider and/or TennCare before billing DDA for medications not covered by the applicable Medicare Part D and/or TennCare plans.

A.17. The Contractor shall provide a monthly computer-generated medication administration report of dispensed medication and send it to the administrative offices of the ICF/IIDs, group homes and HJC within five (5) business days past the end of each month. The Contractor shall provide medication information or a fact sheet for all medications taken for the purpose of monitoring drug interaction of medications prescribed for individuals residing in the ICF/IIDs, group homes and HJC.

A.18. The Contractor shall provide a monthly receiving report of all returned medications for credit along with a monthly utilization report.

A.19. The Contractor shall provide ad hoc reports upon request by the State and shall send the report to the corresponding regional office.

A.20. The Contractor shall provide a pharmacist to perform the following services: conduct quarterly reviews of resident records in accordance with ICFs/IID Guidelines; inspect the medication areas on a quarterly basis, including medication storage, emergency boxes, medication return bins, and narcotic documentation; and provide any additional consultation for clinical staff deemed warranted

A.21. The Contractor shall ensure that its pharmacy accept prescription drug orders between the hours of 8:00 AM and 7:00 PM Central Time. After 3:00 PM Central Time Monday-Friday, the Contractor shall deliver prescription orders received by the Contractor's pharmacy to the ordering ICF/IID, group home or HJC by 12:00 PM of the following day.

A.22. The Contractor shall ensure pharmacy services are provided by a pharmacist licensed in Tennessee to provide such services in Tennessee.

A.23. The Contractor shall provide medication storage system, ER or emergency boxes and Medication Return Bins at each location.

A.24. The Contractor shall ensure that all medications will be dispensed by persons who are permitted to dispense medications by the Tennessee Board of Pharmacy

A.25. The Contractor shall develop and implement a drug usage evaluation program to ensure the appropriate safe and effective use of medications and the Contractor shall submit quarterly evaluations to the DDA Middle Tennessee Regional Office and West Tennessee Regional Office for quality improvement and outcomes management.

A.26. Therap Services Pharmacy Interface. The Contractor shall establish, implement, test, maintain, support, and use a production-ready electronic interface with the State’s Therap Services environment through the Therap Pharmacy Interface or another method expressly approved in writing by the State and Therap Services. The interface shall electronically transmit all State-required medication and treatment information without routine manual transcription and shall support, at a minimum, new medication and treatment orders, changes, discontinuations, refills, prescription and prescriber information, administration instructions, start and stop dates, and other data elements designated by the State.

a. The Contractor shall be responsible for all pharmacy-side software, system configuration, mappings, licenses, interface vendor services, implementation activities, testing, technical support, maintenance, upgrades, and other costs necessary to establish and maintain the interface, except for costs expressly identified in the Contract as the State’s responsibility.

b. Before go-live, the Contractor shall successfully complete connectivity, functional, security, error-handling, reconciliation, regression, and user-acceptance testing in accordance with a State-approved test plan. The interface shall not be considered operational until the State provides written acceptance.

c. The Contractor shall monitor all transmissions, maintain complete interface audit logs, promptly identify rejected or unsuccessful transactions, retransmit corrected transactions, reconcile pharmacy records against Therap records, and notify the State of interface incidents in accordance with the service levels established by the Contract. The Contractor shall maintain compatibility with Therap Services and the Contractor’s pharmacy systems throughout the Contract Term, including following upgrades, releases, or system changes.

A.27. Staff that cannot provide services. The Contractor shall ensure that no person provides services under this Contract until appropriate licenses, credentials, background checks, and certificate(s) of insurance have been verified, are on file and available upon request to the State. If the Contractor determines that an individual shall not participate in providing services after documentation has been verified and is on file, the Contractor shall notify that individual and the State.

A.28. Sale or Closure of Business. The Contractor shall notify the State of any potential sale or closure of its business. The Contractor shall notify the State in writing at least thirty (30) days before the closing of the business. The Contractor shall notify the State in writing at least sixty (60) days before the sale of a business to another entity. In either instance, the Contractor shall work in good faith with the State to ensure timely transition of services and /or that all necessary steps are taken for the new business to continue serving the persons supported. The State shall have the sole right to determine whether to enter into a contract with the new owners of the business.

A.29. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

A.30. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State.

B. TERM OF CONTRACT:

This Contract shall be effective on January 1, 2027 (“Effective Date”) and extend for a period of sixty (60) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed

Written Dollar Amount ($Number) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor.

C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services authorized by the State in a total amount as set forth in Section C.1.

a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A.

b. The Contractor shall be compensated based upon the following payment methodology:

Goods or Services Description

Amount (per compensable increment)

Cost of each dispensed scheduled drug, over-the-counter medications, purified proteins derivative (“PPD”) solution, and Flu Vaccine

As set forth in Contract Section C.3.c.

Dispensing Fee for scheduled drugs Contract Section A.4.

(Cost of each prescription at AWP)

$ _______ per each prescription

Dispensing Fee for over-the-counter medications Contract Section A.4. .

(Cost of each medication at AWP)

$________ per each medication

Dispensing Fee purified proteins derivative (PPD) solution Contract Section A.5.

(Cost of each solution at AWP)

$________ per each solution

Dispensing Fee for Flu Vaccine Contract Section A.6.

(Cost of each vaccine at AWP)

$ _______ per each vaccine

c. The Contractor shall process all claims for services through the applicable Medicare Part D program and/or TennCare, and invoice the remaining claims to DDA - West Region monthly post-consumption. Remaining claims for scheduled drugs, over-the-counter medications, purified proteins derivative (“PPD”) solution and flu vaccine shall be paid to the Contractor based upon the Average Wholesale Price (“AWP”) as published in one of the national drug pricing compendia, as of the date of dispensing the drug.

C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel time, travel expenses, meals, or lodging.

C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above.

Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address:

Department of Disability and Aging

Fiscal Services Davy Crockett Tower, 2nd Floor 500 James Robertson Parkway Nashville, TN 37243 DDA.invoicing@tn.gov

a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):

(1) Invoice number (assigned by the Contractor);

(2) Invoice date;

(3) Contract number (assigned by the State);

(4) Customer account name: Department of Disability and Aging, Clinical Services

(West, Middle, or Harold Jordan Center)

(5) Customer account number (assigned by the Contractor to the above-referenced

Customer);

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

(8) Contractor contact for invoice questions (name, phone, or email);

(9) Contractor remittance address;

(10) Patient Name and individual account number

(11) Description of delivered goods or services provided and invoiced, including identifying information as applicable;

(12) Number of delivered or completed units, increments, hours, or days as applicable, of each good or service invoiced;

(13) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;

(14) Amount due for each compensable unit of good or service; and

(15) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in Section

A and in accordance with payment terms and conditions set forth in Section C;

(2) Only be submitted for goods delivered or services completed and shall not include any charge for future goods to be delivered or services to be performed;

(3) Not include Contractor’s taxes, which includes without limitation Contractor’s sales and use tax, excise taxes, franchise taxes, real or personal property taxes, or income taxes;

and

(4) Include shipping or delivery charges only as authorized in this Contract.

c. The timeframe for payment (or any discounts) begins only when the State is in receipt of an invoice that meets the minimum requirements of this Section C.5.

C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced.

C.7. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment that is determined by the State, on the basis of audits conducted in accordance with the terms of this Contract, to not constitute proper compensation for goods delivered or services provided.

C.8. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.

C.9. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation.

a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form.

The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations.

Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party.

The State:

Dr. Levi Harris | Director, Middle Tennessee Regional Office Department of Disability and Aging 275 Stewarts Ferry Pike Nashville, Tennessee 37214 Levi.Harris@tn.gov Office: 615-231-5436

Franklin Dunbar M.S. | Administrator, Middle Tennessee Homes and Middle Tennessee Strong Homes Johnson House Department of Disability and Aging 313 Stewarts Ferry Pike Nashville, TN 37214 franklin.dunbar@tn.gov Office: (615)-231-5373 Cell: (615)-806-3524

Alesia Massey, Assistant Director of Harold Jordan Center Department of Disability and Aging 259 Stewarts Ferry Pike Nashville, TN 37214 (615)-399-4262 (615-231-5415) Alesia.Massey@tn.gov

CJ McMorran | Director, West Tennessee Regional Office Department of Disability and Aging mailto:Levi.Harris@tn.gov x-apple-data-detectors://1/1 x-apple-data-detectors://1/1

Baker Building, 2nd Floor 11360 Milton Wilson Dr.

Arlington, TN 38002 cj.mcmorran@tn.gov Office. 901-745-7357 Cell. 901-828-5306

Lisa Guy | Director, West Tennessee Community Homes Department of Disability and Aging 11360 Milton Wilson Road Arlington, TN 38002 Lisa.Guy@tn.gov Office: 901-745-7193

The Contractor:

Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number

All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required.

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate or suspend this Contract upon written notice to the Contractor.

The State’s exercise of its right to terminate or suspend this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates or suspends this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination or suspension date but shall not be entitled to compensation for any services performed subsequent to termination date or during a period of suspension. Should the State exercise its right to terminate or suspend this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods.

Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.

D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract.

D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract.

The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee.

D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract.

a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment A, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request.

b. Prior to the use of any subcontractor in the performance of this Contract, and semi-annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontractors shall be maintained by the Contractor and made available to State officials upon request.

c. The Contractor shall maintain records for all personnel used in the performance of this

Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.

d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date.

e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract.

D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.

D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.

D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties.

D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party.

D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.

D.17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this

Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other legal theory that may arise under this Contract or otherwise. The State’s total liability under this Contract (including any exhibits, schedules, amendments or other attachments to the Contract) or otherwise shall under no circumstances exceed the Maximum Liability. This limitation of liability is cumulative and not per incident.

D.18. Limitation of Contractor’s Liability. In accordance with Tenn. Code Ann. § 12-3-701, the

Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section.

D.19. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract.

In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the State in any legal matter, as the right to represent the State is governed by Tenn. Code Ann. § 8-6-106.

D.20. HIPAA Compliance. As applicable, the State and Contractor shall comply with obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Technology for Economic and Clinical Health (“HITECH”) Act and any other relevant laws and regulations regarding privacy (collectively the “Privacy Rules”). The obligations set forth in this Section shall survive the termination of this Contract.

a. Contractor warrants to the State that it is familiar with the requirements of the Privacy

Rules, and will comply with all applicable requirements in the course of this Contract.

b. Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers required by the Privacy Rules, in the course of performance of the Contract so that both parties will be in compliance with the Privacy Rules.

c. The State and the Contractor will sign documents, including but not limited to business associate agreements, as required by the Privacy Rules and that are reasonably necessary to keep the State and Contractor in compliance with the Privacy Rules. This provision shall not apply if information received or delivered by the parties under this Contract is NOT “protected health information” as defined by the Privacy Rules, or if the Privacy Rules permit the parties to receive or deliver the information without entering into a business associate agreement or signing another document.

d. The Contractor will indemnify the State and hold it harmless for any violation by the

Contractor or its subcontractors of the Privacy Rules. This includes the costs of responding to a breach of protected health information, the costs of responding to a government enforcement action related to the breach, and any fines, penalties, or damages paid by the State because of the violation.

D.21. Tennessee Consolidated Retirement System. Subject to statutory exceptions contained in Tenn.

Code Ann. §§ 8-36-801, et seq., the law governing the Tennessee Consolidated Retirement System (“TCRS”), provides that if a retired member of TCRS, or of any superseded system administered by TCRS, or of any local retirement fund established under Tenn. Code Ann. §§ 8- 35-101, et seq., accepts State employment, the member's retirement allowance is suspended during the period of the employment. Accordingly and notwithstanding any provision of this Contract to the contrary, the Contractor agrees that if it is later determined that the true nature of the working relationship between the Contractor and the State under this Contract is that of “employee/employer” and not that of an independent contractor, the Contractor, if a retired member of TCRS, may be required to repay to TCRS the amount of retirement benefits the Contractor received from TCRS during the Term.

D.22. Tennessee Department of Revenue Registration. The Contractor shall comply with all applicable registration requirements contained in Tenn. Code Ann. §§ 67-6-601 – 608. Compliance with applicable registration requirements is a material requirement of this Contract.

D.23. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it, its current and future principals, its current and future subcontractors and their principals:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency;

b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;

c. are not presently indicted or otherwise criminally or civilly charged by a government entity

(federal, state, or local) with commission of any of the offenses detailed in section b. of this certification; and

d. have not within a three (3) year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default.

The Contractor shall provide immediate written notice to the State if at any time it learns that there was an earlier failure to disclose information or that due to changed circumstances, its principals or the principals of its subcontractors are excluded, disqualified, or presently fall under any of the prohibitions of sections a-d.

D.24. Force Majeure. “Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the Party except to the extent that the non-performing Party is at fault in failing to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this Contract. Except as set forth in this Section, any failure or delay by a Party in the performance of its obligations under this Contract arising from a Force Majeure Event is not a default under this Contract or grounds for termination. The non-performing Party will be excused from performing those obligations directly affected by the Force Majeure Event, and only for as long as the Force Majeure Event continues, provided that the Party continues to use diligent, good faith efforts to resume performance without delay. The occurrence of a Force Majeure Event affecting Contractor’s representatives, suppliers, subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this Contract. Contractor will promptly notify the State of any delay caused by a Force Majeure Event (to be confirmed in a written notice to the State within one (1) day of the inception of the delay) that a Force Majeure Event has occurred, and will describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event results in a delay in Contractor’s performance longer than forty-eight (48) hours, the State may, upon notice to Contractor: (a) cease payment of the fees for the affected obligations until Contractor resumes performance of the affected obligations; or (b) immediately terminate this Contract or any purchase order, in whole or in part, without further payment except for fees then due and payable. Contractor will not increase its charges under this Contract or charge the State any fees other than those provided for in this Contract as the result of a Force Majeure Event.

D.25. State and Federal Compliance. The Contractor shall comply with all State and federal laws and regulations applicable to Contractor in the Contractor’s performance of this Contract.

D.26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict or choice of law rules. The Tennessee Claims Commission or the state or federal courts in Tennessee shall be the venue for all claims, disputes, or disagreements arising under this Contract. The Contractor acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Contract shall be subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-101 - 408.

D.27. Entire Agreement. This Contract is complete and contains the entire understanding between the

Parties relating to its subject matter, including all the terms and conditions of the Parties’ agreement. This Contract supersedes any and all prior understandings, representations, negotiations, and agreements between the Parties, whether written or oral.

D.28. Severability. If any terms and conditions of this Contract are held to be invalid or unenforceable as a matter of law, the other terms and conditions of this Contract shall not be affected and shall remain in full force and effect. The terms and conditions of this Contract are severable.

D.29. Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract.

D.30. Incorporation of Additional Documents. Each of the following documents is included as a part of this Contract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s duties, responsibilities, and performance under this Contract, these items shall govern in order of precedence below:

a. any amendment to this Contract, with the latter in time controlling over any earlier amendments;

b. this Contract with any attachments or exhibits (excluding the items listed at subsections c.

through f., below), which includes: Attachment A;

c. any clarifications of or addenda to the Contractor’s proposal seeking this Contract;

d. the State solicitation, as may be amended, requesting responses in competition for this

Contract;

e. any technical specifications provided to proposers during the procurement process to award this Contract; and

f. the Contractor’s response seeking this Contract.

D.31. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12-12-101, et seq., addressing contracting with persons as defined at Tenn. Code Ann. §12-12-103(5) that engage in investment activities in Iran, shall be a material provision of this Contract. The Contractor certifies, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. § 12-12-106.

D.32. Insurance. Contractor shall maintain insurance coverage as specified in this Section. The State reserves the right to amend or require additional insurance coverage, coverage amounts, and endorsements required under this Contract. Contractor’s failure to maintain or submit evidence of insurance coverage, as required, is a material breach of this Contract. If Contractor loses insurance coverage, fails to renew coverage, or for any reason becomes uninsured during the Term, Contractor shall immediately notify the State. All insurance companies providing coverage must be: (a) acceptable to the State; (b) authorized by the Tennessee Department of Commerce and Insurance (“TDCI”); and (c) rated A- / VII or better by A.M. Best. All coverage must be on a primary basis and noncontributory with any other insurance or self-insurance carried by the State.

Contractor agrees to name the State as an additional insured on any insurance policy with the exception of workers’ compensation (employer liability) and professional liability (errors and omissions) insurance. All policies must contain an endorsement for a waiver of subrogation in favor of the State. Any deductible or self insured retention (“SIR”) over fifty thousand dollars ($50,000) must be approved by the State. The deductible or SIR and any premiums are the Contractor’s sole responsibility. The Contractor agrees that the insurance requirements specified in this Section do not reduce any liability the Contractor has assumed under this Contract including any indemnification or hold harmless requirements.

To achieve the required coverage amounts, a combination of an otherwise deficient specific policy and an umbrella policy with an aggregate meeting…