FY2026_DBI_Solicitation_33501-262513.pdf

STATE OF TENNESSEE

DEPARTMENT OF COMMERCE AND INSURANCE

SOLICITATION # 33501-262513

FOR DEPUTY BUILDING INSPECTOR

1. INTRODUCTION

The State of Tennessee, Department of Commerce and Insurance, hereinafter referred to as "the State," has issued this Solicitation with the intent of awarding contracts to perform building inspections of construction of one- and two-family homes. In state residential building program jurisdictions and local jurisdictions that adopt and enforce their own building codes, homeowners and contractors are required to obtain a building permit. The construction will be required to meet the minimum construction and safety standards adopted by the State Fire Marshal and pass inspections at certain points during construction.

The State Fire Marshal is required by Tenn. Code Ann.§ 68-120-101 to perform these inspections within three (3) working days of a request for inspection, except that footer inspections are to be made within one (1) working day of a request for inspection. The Potential Contractor is ("Potential Contractor'') a business entity that the State has deemed eligible to become a Deputy Building Inspector ("DBI") pending completion of the required documentation, Contract, and State approval processes.

2. SCOPE OF SERVICE, CONTRACT PERIOD, TERMS AND CONDITIONS

The Pro Forma Contract attached to this Solicitation (Attachment C) represents the contract document that the contractor selected by the State must sign. It specifically details the State's required:

• Scope of Services and Deliverables (Section A);

• Contract Period (Section B);

• Payment Terms (Sections C);

• Standard Terms and Conditions (Section D); and

• Special Terms and Conditions (Section E).

3. PROCUREMENT SCHEDULE

The following schedule represents the State's best estimates for this procurement, however, the State reserves the right, at its sole discretion, to adjust the schedule at any time, or to cancel or reissue a similar solicitation.

EVENT DATE

1. Solicitation Issued August 5, 2025

2. Response Deadline June 30, 2026

3. State Completion of Application Evaluation Within 30 days receipt of the required documentation

4. State sends contract to Contractor for signature

Once evaluated, approved and awarded

5. Contractor Signature Deadline Within 7 days receipt of the contract

6. Contract Start Date Once approved by the Commissioner and the Office of the Comptroller

4. RESPONSE REQUIREMENTS

4.1. An offer in response to this Solicitation must respond only as required by this solicitation document.

The State may determine a response to be non-responsive and ineligible for contract award if it fails to address all items, in sequence, and properly reference the Qualifications Evidence Guide.

4.2. Qualifications Evidence Guide - The Qualifications Evidence Guide (Attachment A) details specific mandatory requirements for a response to this solicitation. The Potential Contractor must use Attachment A, completed with relevant proposal page numbers, to cover (as a table of contents), organize, reference, and complete the Qualifications Evidence Guide portion of the solicitation response.

4.3. Response Prohibitions. An offer in response to this solicitation MUST NOT:

include the Potential Contractor's own contract terms and conditions;

restrict the rights of the State; or include, for consideration in this procurement process or subsequent contract negotiations, incorrect information that the Potential Contractor knew or should have known was materially incorrect.

4.4 Response Delivery. No later than the Response Deadline (refer to section 3, above), a Potential Contractor must deliver to the State ALL documentation required in the Qualifications Evidence Guide in response to this Solicitation. It must be delivered to:

Chad Butler, Assistant General Counsel Department of Commerce and Insurance Davy Crockett Tower, 12th Floor, Legal Division 500 James Robertson Parkway Nashville, Tennessee 37243 Email: ci.procurement@tn.gov

5. EVALUATION & CONTRACT AWARD

An evaluation team of at least three (3) state employees will review the Qualifications Evidence Guide and any supporting documentation timely submitted. For a response to be acceptable and eligible for contract award, all evaluators must determine that the Qualifications Evidence Guide documents that the Potential Contractor submits meet the minimum requirements specified by this Solicitation and the Potential Contractor is, at least, minimally acceptable as a contractor for the subject services.

6. GENERAL INFORMATION & REQUIREMENTS

6.1. Nondiscrimination. No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a Contract pursuant to this Solicitation or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, color, religion (subject to Tenn. Code Ann. §§ 4-21-401 and 405), sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this solicitation shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

6.2. Communications. Reference Solicitation # 33501-262513, in all communications relating to this solicitation, and direct any such communications to the following person designated as the Solicitation Coordinator.

Chad Butler, Assistant General Counsel Department of Commerce and Insurance Davy Crockett Tower, 12th Floor, Legal Division 500 James Robertson Parkway Nashville, Tennessee 37243 Email: ci.procurement@tn.gov

Unauthorized contact about this solicitation with other employees or officials of the State of Tennessee may result in disqualification from consideration as a contractor.

Notwithstanding the foregoing, potential responders may also contact the following as appropriate:

staff of the Governor's Office of Diversity Business Enterprise for assistance available to minority owned, women-owned, and small businesses as well as general, public information relating to this solicitation; and the following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations:

Maliaka Bass, Deputy General Counsel, General Civil Division Department of Commerce and Insurance 500 James Robertson Parkway Nashville, Tennessee 37243 Email: maliaka.bass@tn.gov Telephone: (615) 741-9594

6.3. Conflict of Interest. The State shall not consider an offer from, and this solicitation shall not result in a contract with:

an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee or who is a volunteer member of a State board or commission that votes for, lets out, overlooks, or in any manner superintends the services being procured in this Solicitation;

a company, corporation, or any other contracting entity in which an ownership of two percent (2%) or more is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee (this will not apply either to financial interests that have been placed into a "blind trust" arrangement pursuant to which the employee does not have knowledge of the retention or disposition of such interests or to the ownership of publicly traded stocks or bonds where such ownership constitutes less than two percent (2%) of the total outstanding amount of the stocks or bonds of the issuing entity);

a company, corporation, or any other contracting entity which employs an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee in a position that would allow the direct or indirect use or disclosure of information, which was obtained through or in connection with his or her employment and not made available to the general public, for the purpose of furthering the private interest or personal profit of any person; or, any individual, company, or other entity involved in assisting the State in the development, formulation, or drafting of this solicitation or its scope of services (such person or entity being deemed by the State as having information that would afford an unfair advantage).

For these purposes, the state will deem an individual to be an employee of the State of Tennessee until such time as all compensation for salary, termination pay, and annual leave has been paid.

6.4. Disclosure of Response Contents. All materials submitted to the State in response to this Solicitation become the property of the State of Tennessee. Selection for award does not affect this right. Upon completion of evaluations, indicated by the award notification (refer to section 3, above), the full contents and associated documents submitted in response to this Solicitation will be open for review by the public. By submitting an offer, a Potential Contractor acknowledges and accepts that the full contents and associated documents submitted in response to this Solicitation will become open to public inspection.

6.5. Before the Contract resulting from this Solicitation is signed, the apparent successful Potential

Contractor must be registered with the Department of Revenue for the collection of Tennessee sales and use tax or exempt from such registration. The State shall not approve a contract unless the Potential Contractor provides proof of such registration or proof of exemption.

The foregoing is a mandatory requirement of an award of a contract pursuant to this Solicitation.

Deputy Building Inspector

Solicitation 33501-262513 Solicitation Attachment A

QUALIFICATIONS EVIDENCE GUIDE

The response to this Solicitation must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references).

In addition to the items below, the State will review each response for compliance with all solicitation requirements, including but not limited to:

The response must be delivered to the State no later than the Response Deadline.

The Qualifications Evidence must be submitted as required.

The response must NOT contain any qualification, limitation, or other restrictions.

POTENTIAL CONTRACTOR

LEGAL ENTITY NAME

Reference Item Signature – By signing in this column, the

Potential Contractor is indicating affirmatively to the respective Item or acknowledging that required information has been attached

A.1.

Name: _______________________

Company Name: _______________________

E-mail Address: _______________________

Mailing Address: _______________________

Telephone Number: _______________________

Signature: ___________________________

A.2.

The Potential Contractor has included Solicitation Attachment B, Statement of Certifications and Assurances completed and signed by an individual empowered to bind the Potential Contractor to the provisions of this Solicitation and any resulting contract. The document must be signed without exception or qualification.

Signature: ___________________________

A.3.

Neither the Potential Contractor nor any individual who shall perform work under the contract has a possible conflict of interest (e.g., employment by the State of Tennessee).

If there is a possible conflict of interest, an explanation has been included below.

Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to reject any offer or cancel any award.

Signature: ___________________________

Explanation:

A.4.

Neither the Potential Contractor nor, to the Potential Contractor’s knowledge, any of the Potential Contractor’s employees, agents, independent contractors, or subcontractors, proposed to provide work on a contract pursuant to this Solicitation, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If there has been any such conviction or plea, an explanation has been included below.

Any issues relating to such a matter shall be solely within the discretion of the State, and the State reserves the right to reject any offer or cancel any award.

Signature: ___________________________

Explanation:

A.5.

There is not any material, pending litigation that the Potential Contractor should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this solicitation or is likely to have a material adverse effect on the Potential Contractor’s financial condition.

If such exists, list each separately below, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Potential Contractor’s performance in a contract pursuant to this Solicitation.

Any issues relating to such a matter shall be solely within the discretion of the State, and the State reserves the right to reject any offer or cancel any award.

A.6.

The Potential Contractor or any individual who shall perform work under a contract resulting from this Solicitation has a high school diploma or GED certificate.

Signature: ___________________________

A.7.

The Potential Contractor or any individual who shall perform work under a contract resulting from this Solicitation has proof of a professional incorporation (business must be a Tennessee Professional Corporation (i.e., “P.C.”)) in accordance with Tenn. Code. Ann.

§ 48-101-601 et seq.

Copies of this documentation are attached.

Signature: ___________________________

A.8.

The Potential Contractor or any individual who shall perform work under a contract resulting from this Solicitation has practical experience consisting of at least four (4) years full time building construction experience or building codes inspection experience in the field of residential or commercial construction.

Signature: ___________________________

A.9.

The Potential Contractor or any individual who shall perform work under a contract resulting from this Solicitation has obtained and will maintain valid residential building, residential mechanical, and residential plumbing inspector certifications from the State Fire Marshal AND has at least two (2) years of full-time building construction experience or building codes inspection experience in the field of residential or commercial construction.

Copies of state certification documents are attached.

A.10.

Neither the Potential Contractor nor any individual who shall perform work under a contract resulting from this Solicitation has been a party to a previous contract with the State of Tennessee for building inspection services which was terminated for any reason.

Any disqualification due to a prior termination for convenience may, within the sole discretion of the State, be waivable; however, the State reserves the right to reject any response or cancel any award.

A.11.

The Potential Contractor has and will maintain a cellular phone with a minimum of wireless 4g mobile capability for voicemail, texting, emailing, or other similar technology approved by the Department, which allows for the receiving of calls, texts, and emails.

Signature: ___________________________

A.12.

The Potential Contractor has and will maintain a computer or tablet with Wi-Fi capabilities, or other similar technology approved by the Department, which allows for accessing the State’s online portal.

Signature: ___________________________

A.13.

The Potential Contractor does not have any open complaints with the Tennessee Department of Commerce and Insurance and must not have been disciplined by the Department within the last two (2) years prior to submitting this application.

Signature: ___________________________

A.14.

The Potential Contractor will be available to perform inspections in at least three (3) counties within the State of Tennessee within:

(1) three (3) business days of a request for a building inspection; and

(2) one (1) business day of a request for inspection of a footer.

Signature: ___________________________

A.15.

The Potential Contractor agrees to refrain from performing inspections for an Immediate Family Member (spouse, grandparent, grandchild, parent, sibling, or child by blood, adoption, or marriage) regardless of whether the Immediate Family Member owns the property to be inspected or performed the installations on the property to be inspected.

Solicitation 33501-262513 Solicitation Attachment B

STATEMENT OF CERTIFICATIONS AND ASSURANCES

An individual legally empowered to contractually bind the Potential Contractor must complete and sign the Statement of Certifications and Assurances below as required, and this signed statement must be included with the response as required by the Solicitation Attachment A.

The Potential Contractor does, hereby, expressly affirm, declare, confirm, certify, and assure ALL of the following:

1. The Potential Contractor will comply with all the provisions and requirements of the Solicitation.

2. The Potential Contractor will provide, for the total contract period, all services defined in the Scope of Services specified by the Pro Forma Contract attached to the Solicitation.

3. The Potential Contractor accepts and agrees, without qualification, to all terms and conditions set out by the Pro Forma Contract attached to the Solicitation.

4. The Potential Contractor acknowledges and agrees that a contract resulting from the Solicitation shall incorporate, by reference, the response to the Solicitation as a part of the contract.

5. The Potential Contractor will comply, as applicable, with:

(a) the laws of the State of Tennessee;

(b) Title VI of the federal Civil Rights Act of 1964;

(c) Title IX of the federal Education Amendments Act of 1972;

(d) the Equal Employment Opportunity Act and the regulations issued there under by the federal government;

and

(e) the Americans with Disabilities Act of 1990 and the regulations issued there under by the federal government.

6. To the knowledge of the undersigned, the information detailed within the response to the Solicitation is accurate.

7. The response submitted to the Solicitation was independently prepared, without collusion, under penalty of perjury.

8. No amount 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 Potential Contractor in connection with the Solicitation or any resulting contract.

By signature below, the signatory certifies legal authority to bind the proposing entity to the provisions of this solicitation and any contract awarded pursuant to it. The State may, at its sole discretion and at any time, require evidence documenting the signatory’s authority to legally bind the proposing entity.

DO NOT SIGN THIS DOCUMENT IF YOU ARE NOT LEGALLY AUTHORIZED TO BIND THE

INDIVIDUAL OR ENTITY MAKING A RESPONSE TO THE SUBJECT SOLICITATION.

SIGNATURE & DATE:

PRINTED NAME & TITLE:

LEGAL ENTITY NAME:

FEIN or SSN:

Solicitation 33501-262513 Solicitation Attachment C

PRO FORMA CONTRACT

The Pro Forma contract detailed in the following pages of this attachment contains some “blanks,” signified by red text, that will be filled in after the solicitation has been evaluated and a contract awarded.

10.31.24 FA

C O N T R A C T (fee-for-goods or services contract with an individual, business, non-profit, or governmental entity of another state)

Begin Date End Date Agency Tracking # Edison Record ID

June 30, 2030 Contractor Legal Entity Name Edison Vendor ID

Goods or Services Caption (one line only)

Deputy Building Inspector (DBI) Services

Contractor Assistance Listing Number#

Contractor Funding — FY State Federal Interdepartmental Other TOTAL Contract Amount

TOTAL:

Contractor Ownership Characteristics:

Minority Business Enterprise (MBE):

African American Asian American Hispanic American Native American

Woman Business Enterprise (WBE)

Tennessee Service Disabled Veteran Enterprise (SDVBE)

Disabled Owned Business (DSBE)

Tennessee Small Business Enterprise (SBE): $10,000,000.00 averaged over a three (3) year period or employs no more than ninety-nine (99) employees.

Government Non-Minority/Disadvantaged Other:

Selection Method & Process Summary (mark the correct response to confirm the associated summary)

Competitive Selection This contract resulted from a competitive procurement pursuant to authority delegated by the Central Procurement Office in accordance with Tenn.

Comp. R. & Regs. 0690-03-01-.04.

Other

Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations.

Speed Chart (optional) Account Code (optional)

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF COMMERCE AND INSURANCE

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Department of Commerce and Insurance (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of one- and two-family building inspection services as Deputy Building Inspector, 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 Professional Corporation.

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. Immediate Family. Immediate Family is defined as a spouse, grandparent, grandchild, parent, sibling, or child by blood, adoption, or marriage.

b. Director. Director is defined as the Director of Electrical, Residential, and Marina Section under the State Fire Marshal’s Office.

A.3. Upon appointment by the Commissioner of Commerce and Insurance (“Commissioner”), the Contractor shall serve as a Deputy Building Inspector and perform all services specified in this Contract through his or her professional corporation pursuant to Tenn. Code Ann. § 48-101-601 et seq., and Tenn. Comp. R. & Regs. 0780-02-23.

A.4. The Contractor shall:

a. Conduct inspections of one- and two-family dwellings in accordance with all applicable statutes and rules of the State of Tennessee, and instructions of the Commissioner or delegated agents;

b. Conduct inspections within three (3) working days of when the request is made to the inspector, except that an inspection of a footer shall be conducted within one (1) working day of when the request is made to the inspector;

c. Possess and maintain service for a properly functioning computer or tablet with Wi-Fi capabilities, or other similarities technology approved by the State, which allows for accessing the State’s online portal;

d. Possess and maintain service for a properly functioning cellular phone with a minimum of wireless 4g mobile capability for voicemail, texting, emailing, or other similar technology approved by the State, which allows for the receiving of calls, texts, and emails;

e. Possess and maintain a properly functioning printer, which allows for the printing of building inspection reports;

f. Maintain minimum State certification(s);

g. Submit reports of inspections performed and/or documentation directly related to such inspections as required by the Commissioner or delegated agents;

h. Respond to relevant communications from the State and general public within a reasonable time not to exceed twenty-four (24) hours unless expressly excused by the Director;

i. Meet with representatives of the State, as requested, to prepare for formal disciplinary hearings, court actions, and depositions pursuant to the Uniform Administrative Procedures Act;

j. Execute a “Disclosure of Interests” Agreement with the State, which can be found in Attachment B of this Contract;

k. Immediately notify their designated Supervisor if assigned to perform an inspection for any family member or relationship that could create the appearance of impropriety; and

l. Comply with and follow any applicable standard operating procedure(s) issued by the State.

A.5. Contractor acknowledges and understands he or she is responsible for providing his or her own legal representation in all legal matters. The State does not represent the Contractor. If the Contractor becomes party to a suit related to the services provided in this Contract, he or she shall notify the State within fourteen (14) calendar days of notification of the suit.

A.6. Contractor understands that he or she shall not:

a. Collect monies for building permits, such amounts to be collected by independent issuing agents under separate agreements with the State;

b. Conduct building, plumbing, or mechanical inspections of or on any building, plumbing, or mechanical installations made by the Contractor or any of his or her Immediate Family. In addition, Contractor shall avoid conducting building, plumbing, or mechanical inspections, whether prohibited or not, for a family member or relationship that could create an appearance of impropriety. Contractor agrees and understands that conducting inspections of any installations made by the Contractor or member of his or her Immediate Family shall constitute grounds for immediate termination of this Contract; or

c. Perform an inspection for any family member or relationship that could create the appearance of impropriety.

A.7. 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 services. The services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the 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 all 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 services as warranted, then Contractor will re-provide the services at no additional charge. If Contractor is unable or unwilling to re-provide the services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective 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.8. Inspection and Acceptance. The State shall have the right to inspect all services provided by

Contractor under this Contract. If, upon inspection, the State determines that the services are Defective, the State shall notify Contractor, and Contractor shall provide the services at no additional cost to the State. If after a period of thirty (30) days following performance of services the State does not provide a notice of any Defects, the services shall be deemed to have been accepted by the State.

B. TERM OF CONTRACT:

This Contract shall be effective for the period beginning on DATE (“Effective Date”) and ending on June 30, 2030, (“Term”). The State shall have no obligation for goods delivered 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 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 services as set forth in Section A.

b. The Contractor shall be compensated for said units, milestones, or increments of service based upon payment rates equal to the Inspection Fee amounts detailed in the table below and authorized by Tenn. Code Ann. § 68-120-101(f)(2)(B). The Permit Fee amounts are established in Rule 0780-02-23.

Permit Fee

Inspection Fees

Footer or Monolithic Slab** Rough-In* Final*

$100 $75 / Inspection

$350 $75 / Inspection $75 / Inspection $75 / Inspection

$400 $75 / Inspection $75 / Inspection $75 / Inspection

$450 $75 / Inspection $75 / Inspection $75 / Inspection

$500 $85 / Inspection $85 / Inspection $85 / Inspection

$550 $95 / Inspection $95 / Inspection $95 / Inspection

$650 $115 / Inspection $115 / Inspection $115 / Inspection

$750 $115 / Inspection $115 / Inspection $115 / Inspection

$850 $125 / Inspection $125 / Inspection $125 / Inspection

$1,300 $125 / Inspection $125 / Inspection $125 / Inspection

*If a mechanical and plumbing inspection is requested, $37.50 will be added to the rough-in inspection fee and to the final inspection fee paid to the Contractor

**If a slab or superior wall inspection is requested, $75 will be added to the inspection fee paid to the Contractor.

C.4. Travel Compensation. In exigent circumstances, at the discretion of the Director, travel expenses may be compensated in accordance with the amounts and limitations specified in the current “State Comprehensive Travel Regulations.”

The Contractor must include (in addition to other invoice requirements of this Contract) a complete itemization of requested travel compensation and appropriate documentation and receipts as required by the “State Comprehensive Travel Regulations.”

C.5. Invoice Requirements. The completion of all of the following shall constitute an invoice by the

Contractor and result in renumeration by the State:

a. The Contractor has completed, signed, and submitted to the State a “W-9 Form” with the appropriate tax classification (the taxpayer identification number contained in the W-9 submitted to the State shall agree with the Federal Employer Identification Number or Social Security Number referenced in this Contract for the Contractor).

b. The independent issuing agent has submitted the collected fees to the State and the permit sold is recorded in the Tennessee Comprehensive Online Regulatory & Enforcement System or its successor program.

c. The Contractor acted through his or her professional corporation pursuant to the Tennessee Professional Corporation Act, with such corporation being that which the Contractor has performed the inspections corresponding to a permit sold (and referenced in Section C.5.a.) and has completed and submitted to the State all required reports.

d. The Contractor has entered data relevant to the foregoing into the State’s online portal.

e. The State’s online portal system has calculated the appropriate payment amount and the amount to be retained by the State from the total remitted to the State for the permit sold.

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:

State of Tennessee - Department of Commerce and Insurance Division of Fire Prevention - Residential/Electrical Contract Inspections 500 James Robertson Parkway Nashville, Tennessee 37243-0577

Phone: (615) 741-7170 Email: SFMO.permits-licensing@tn.gov

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 this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate 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 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 date. Should the State exercise its right to terminate 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 mailto:SFMO.permits-licensing@tn.gov 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…