Terms_and_Conditions-9.pdf

Invitation to Bid (ITB)

For Memphis Shuttle Service Event # 13744

1. Section 1 -- Background Information

1.1. The State of Tennessee Department of General Services is seeking Shuttle Services for State Employees in Memphis, TN. This solicitation is for a three (3) year contract with two (2) one-year renewal options.

1.2. Pre-response Conference Notification. The Central Procurement Of f ice will hold a pre-response conference for this solicitation at the date, time, and location specif ied below:

Date/Time: October 20, 2025 at 2:00 PM Central Time Location: Microsof t Teams Meeting Room: https://teams.microsof t.com/l/meetup-join/19%3ameeting_NmEzOTFhOGUtNGViYy00ZDZhLTk5NjktZmJkNmJhNWEzMWZ k%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf -0d71-4337-9281- 24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d Meeting ID: 292 146 894 486 5 Passcode: Ep9YD79a Dial in by phone +1 629-209-4396,,620877589#

Prospective respondents are encouraged to attend this pre-response conference;

however attendance is not mandatory in order to submit a response. The Central Procurement Of f ice conducts pre-response conferences to discuss and answer questions prior to response due date. The pre-response conference is for informational purposes only. Nothing stated at the pre-response conference shall change the solicitation unless the change is reflected in writing and disseminated to all prospective respondents that attended the pre-response conference.

1.3. Accommodation for People with Disabilities. Any individuals with disabilities who wish to participate in public meetings such as a scheduled pre-response conference or other scheduled function should contact the Solicitation Coordinator to discuss any auxiliary aids or services needed. Such contact should be made no less than three (3) business days prior to the public meeting to allow time for the Solicitation Coordinator to provide needed aids or services.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_NmEzOTFhOGUtNGViYy00ZDZhLTk5NjktZmJkNmJhNWEzMWZk%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_NmEzOTFhOGUtNGViYy00ZDZhLTk5NjktZmJkNmJhNWEzMWZk%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_NmEzOTFhOGUtNGViYy00ZDZhLTk5NjktZmJkNmJhNWEzMWZk%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_NmEzOTFhOGUtNGViYy00ZDZhLTk5NjktZmJkNmJhNWEzMWZk%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_NmEzOTFhOGUtNGViYy00ZDZhLTk5NjktZmJkNmJhNWEzMWZk%40thread.v2/0?context=%7b%22Tid%22%3a%22f345bebf-0d71-4337-9281-24b941616c36%22%2c%22Oid%22%3a%223a6edfba-698b-4ce2-9ae1-cf98f89c8571%22%7d

1.4. Questions and Comments. Each prospective Respondent must carefully review this ITB, including but not limited to, attachments, terms and conditions, and any amendments, for questions, comments, defects, objections, or any other matter requiring clarification or correction (collectively called "questions and comments").

Protests based on any objection to the ITB shall be considered waived and invalid if the objection has not been brought to the attention of the State, in writing, by the Written Questions & Comments Deadline.

Any prospective Respondent having questions and comments concerning this ITB must provide them in writing to the Solicitation Coordinator. All questions must be submitted no later than October 23, 2025 at 2 p.m. Central Time.

1.5. Responses Due. The response must be received by the State on or before the date and hour designated for the response opening. Responses that are submitted untimely shall be rejected.

2. Award Criteria

2.1. Single Award -- Lowest Cost. A single contract will be awarded for all line items to the respondent whose response meets the requirements and criteria set forth in this ITB at the lowest cost.

3. Standard Terms of the Solicitation

3.1. Respondent Registration. Pursuant to Tenn. Code Ann. § 4-56-105 all respondents must be registered prior to the issuance of a contract or a purchase order.

Respondents can register online at the State of Tennessee Supplier Portal:

https://www.edison.tn.gov (please click the "Supplier Portal Home Page" button)

3.2. Respondent's Ability to Perform. The State shall have the right to require evidence of the respondent's ability to perform the services or deliver the goods required pursuant to the terms and conditions of this ITB.

3.3. Quality of Workmanship and Materials. Unit price responses are requested on goods or services that equal or exceed the specif ications, unless the specif ications limit the dimensions, brands, or model of goods or services. The absence of detailed specifications or the omission of detailed descriptions shall mean that only the best commercial practices and only first quality goods and workmanship shall be supplied.

3.4. Performance. The respondent who is awarded a contract will be responsible for delivering the goods or providing the services set out in this ITB. All goods or services are subject to inspection and evaluation by the State.

3.5. Clarifications. The State reserves the right to conduct clarif ications or negotiations with one or more respondents. All communications, clarif ications, and negotiations https://www.edison.tn.gov/ shall be conducted in a manner that is fair and transparent.

3.6. Negotiations. The State may elect to negotiate by requesting revised Cost Proposals f rom apparently responsive and responsible respondents. However, the State reserves the right to award a contract on the basis of initial responses received. Therefore, each response should contain the respondent's best terms f rom a price and technical standpoint. The State reserves the right to conduct multiple negotiation rounds. If the State exercises its right to enter into negotiations, it may identify areas of a response that may require further clarif ication or areas in which it is apparent that there may have been miscommunications or misunderstandings as to the State's specifications or requirements. The State may seek to clarify those identified issues during negotiations.

All responsive respondents will be given equivalent information with respect to cost negotiations. All cost negotiations will be documented for the procurement f ile.

Additionally, the State may conduct target pricing and other price or service level negotiations. Target pricing may be based on considerations such as current pricing, market considerations, benchmarks, budget availability, or other method that does not reveal individual respondent pricing. During target price negotiations respondents are not obligated to meet or beat target prices, but will not be allowed to increase prices.

All communications, clarifications and negotiations shall be conducted in a manner that supports fairness in response improvement. Note that each clarification sought by the State may be unique to an individual respondent.

3.7. Response Cancellation and Rejection. The State may cancel this ITB in its entirety and reissue it in whole or in part.

The State may reject any or all responses in its sole discretion. Additionally, the State may reject a response that: (a) qualif ies the of fer to provide goods or services as required by this ITB; (b) proposes alternative goods or services unless expressly requested by this ITB; (c) involves collusion, consultation, communication, or agreement among respondents; (d) includes information the respondent knew or should have known was materially incorrect; or (e) does not comply with the terms, conditions, specif ications, or performance requirements of this ITB.

Af ter the State opens the responses, no price changes shall be permitted except pursuant to target pricing or best and final offer negotiations as specif ied in this ITB.

A Respondent must not submit a response as a prime contractor while also permitting one or more other Respondents to of fer the Respondent as a subcontractor in their own responses. Such may result in the disqualification of all Respondents knowingly involved. This restriction does not, however, prohibit dif ferent Respondents f rom of fering the same subcontractor as a part of their responses (provided that the subcontractor does not also submit a response as a prime contractor).

3.8. Communications and Contacts. Prospective respondents must direct communications concerning this ITB to the following person designated as the Solicitation Coordinator:

DeRenne Raley Department of General Services, CPO 312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville TN 37243-1102

(615) 251-5173 DeRenne.Raley@tn.gov

Unauthorized contact about this ITB with employees or of f icials of the State of Tennessee except as detailed in this ITB may result in disqualif ication f rom consideration under this procurement process. Notwithstanding the foregoing, respondents may alternatively contact:

Staf f of the Governor's Office of Diversity Business Enterprise for assistance available to minority-owned, woman-owned, service-disabled veteran owned, businesses owned by persons with disabilities and small businesses as well as general, public information relating to this ITB (visit https://www.tn.gov/generalservices/procurement/central-procurement-of f ice--cpo-/go-dbe/about-us.html for contact information); 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, and associated federal regulations:

Helen Crowley Department of General Services, CPO 312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville, TN 37243-1102 615-741-1035 Helen.Crowley@tn.gov

3.9. Responses Submitted by Mail. If submitting a response by mail: (1) all prices must be typed or written in ink on the "Line Details" portion of this ITB; (2) any corrections, erasures, or other alterations to prices must be initialed by the respondent; and (3) the response shall be manually signed by the respondent in ink. Each individual response must be returned in a separate envelope package or container and must be properly labeled on the outside referencing the applicable event number and the response opening date. Responses should be mailed in a properly labeled sealed envelope to the following address:

Bidder Services Department of General Services, CPO 312 Rosa L Parks Avenue, 3rd Floor Tennessee Tower Nashville, TN 37243-1102.

Failure to comply with these requirements may result in rejection of the response.

3.10. Respondent Certification. By signing or electronically submitting the response, the respondent agrees to the terms and conditions of this ITB and certifies that all goods or services included in the response meet or exceed the Scope or Specif ications of this ITB. The respondent agrees that, if it is awarded a contract, it will deliver goods or services that meet or exceed the specif ications in this ITB.

3.11. Exceptions or New Terms or Conditions. Exceptions to terms and conditions or new terms and conditions proposed by the respondent that vary f rom this ITB may, in the discretion of the State, render the response nonresponsive. A response deemed nonresponsive will not be considered for an award of a contract.

https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-dbe/about-us.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/go-dbe/about-us.html mailto:Helen.Crowley@tn.gov

3.12. Conflict of Interest. The State shall not consider a response from an individual who is, or within the past six (6) months has been, a State employee. For purposes of this ITB:

a. An individual shall be deemed a State employee until such time as all compensation for salary, termination pay, and annual leave has been paid;

b. A contract with or a response f rom a company, corporation, or any other contracting entity in which a controlling interest is held by any State employee shall be considered to be a contract with or proposal f rom the employee; and

c. A contract with or a response f rom a company, corporation, or any other contracting entity that employs an individual who is, or within the past six (6) months has been, a State employee shall not be considered a contract with or a proposal from the employee and shall not constitute a prohibited conflict of interest.

3.13. Specifications Govern. Brands or model numbers identified in the specif ications of this ITB are deemed to meet all written specif ications. In the event of a conf lict between specified brands and models and the written specifications, the conf lict shall be resolved in favor of the written specif ications.

3.14. Firm Offer. The response constitutes a f irm of fer that is irrevocable for ninety (90) days. An award of a contract shall, subject to necessary State approvals, be binding on the respondent without any further action by the respondent.

3.15. F.O.B. Destination. Respondent's prices shall include delivery of all items F.O.B.

destination or as otherwise specif ied by the State.

3.16. Tax Exemption. The State of Tennessee is exempt f rom local, state, and federal excise taxes. These taxes shall not be included in respondent's prices. The successful respondent shall pay all taxes lawfully imposed on it with respect to any goods or services delivered in accordance with this ITB.

3.17. Prompt Pay Discount. Any prompt pay discounts of fered by respondents shall be extended to all authorized users of the contract.

3.18. Fixed Discount or Surcharge. The percent discount or surcharge per line item must be f ixed for the contract's term.

3.19. On-site Inspection. All respondents should visit the site to take exact measurements and examine the premises to become familiar with any problems or unusual circumstances. No allowances will be made by the State for errors in quotations due to any respondent not visiting the site prior to submitting their response. Respondents shall be responsible for their own measurements.

3.20. Used Equipment. When this ITB authorizes of fers of used items, no used item is acceptable if serial numbers or any other manufacturer's identifying label or markings have been removed, obliterated, or changed in any way.

3.21. Tennessee Contractor License. Respondents shall be properly licensed as of the date it f iles a response to this ITB and shall provide evidence of compliance with all applicable provisions of the Contractors Licensing Act of 1994, Tenn. Code Ann. § 62- 6-101, et seq. in providing the specified information within this ITB. Any response that does not comply with Tenn. Code Ann. § 62-6-119, when applicable, shall be rejected.

3.22. Purchase of Materials for Highways or Roadways. Respondents must comply with

Tenn. Code Ann. § 54-5-135 when purchasing materials used for highway or road construction, resurfacing, or maintenance.

3.23. Energy Star Products. Any goods ordered by the State must be Energy Star certif ied and meet applicable Energy Star specif ications for energy ef f iciency.

3.24. Safety of Chemical Products. All respondents awarded a contract must maintain, for all of its chemical products available under this Contract, a Safety Data Sheet ("SDS") on the chemical manufacturer's website. A site operated by or on behalf of the manufacturer or a relevant trade association is acceptable so long as the information is accessible to the public, f ree of charge.

3.25. Professional Licensure. All persons, agencies, f irms, or other entities that provide legal or f inancial opinions, which a respondent provides for consideration and evaluation by the State as a part of a response to this ITB, shall be properly licensed to render such opinions. Upon submitting the response, the respondent (and respondent employees and subcontractors, as applicable) must hold all necessary or appropriate business or professional licenses to provide the goods or services as required by the contract. The State may require any respondent to submit evidence of proper licensure.

3.26. Department of Revenue Registration. Respondent must be registered with the

Tennessee Department of Revenue for the collection of Tennessee sales and use tax.

The State shall not award a contract unless the respondent provides proof of such registration or provides documentation f rom the Department of Revenue that the Contractor is exempt from this registration requirement. The foregoing is a mandatory requirement of an award of a contract pursuant to this ITB. To register, please visit the Department of Revenue's Tennessee Taxpayer Access Point (TNTAP) website for Online Registration and the Vendor Contract Questionnaire. These resources are available at the following: https://tntap.tn.gov/eservices/_/#1

3.27. Prohibition of Illegal Immigrants. Any respondent awarded a contract shall comply with Tenn. Code Ann. § 12-3-309 and submit semi-annual attestations to the State.

3.28. Inspection of Procurement File. All respondents have the right to inspect the procurement f ile, prior to award, upon completion of the evaluation by the Central Procurement Office. Interested respondents should contact the Solicitation Coordinator following the response opening date or once the f ile is open for the seven (7) day inspection period. A "Notice of Intent to Award" letter will be sent to all respondents detailing which respondent(s) has been recommended for award and the evaluated https://tntap.tn.gov/eservices/_/#1 award amount(s). Upon request, a reasonable opportunity to inspect the procurement f ile will be provided to the respondent.

3.29. Protest by Respondent. Pursuant to Tenn. Code Ann. § 12-3-514, any actual respondent may protest. Please refer to the Central Procurement Of f ice's website to obtain a copy of the protest procedures and protest bond requirements or contact the sourcing analyst or category specialist at 615-741-1035. The website for the Central Procurement Office is as follows: https://www.tn.gov/generalservices/procurement.html.

If a written protest and a protest bond are not received by the end of the seven-day period to protest then the Solicitation Coordinator will proceed with the contract award.

https://www.tn.gov/generalservices/procurement.html

4. SCOPE:

4.1. Scope. The Contractor shall provide all goods or services and deliverables as required, described, and detailed in the Scope or Specifications set forth in the Invitation to Bid and meet all service and delivery timelines as specif ied by the Invitation to Bid.

4.2. Warranty Clauses:

4.2.1. 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 of fered 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 qualif ied 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.

4.3. 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 af ter 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.

5. TERM OF CONTRACT:

5.1. Term of Contract.

5.1.1. This Contract shall be ef fective on February 01, 2026 ("Ef fective Date") and extend for a period of thirty-six (36) months after the Effective Date ("Term"). The State shall have no obligation for goods or services provided by the Contractor prior to the Ef fective Date. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty (60) months.

5.1.2. Renewal Options. This Contract may be renewed upon satisfactory completion of the Term. The State reserves the right to execute up to two (2) renewal options under the same terms and conditions for a period not to exceed twelve (12) months each by the State, at the State's sole option. In no event, however, shall the maximum Term, including all renewals or extensions, exceed a total of sixty

(60) months.

5.1.3. Term Extension. The State may extend the Term an additional period of time, not to exceed one hundred-eighty (180) days beyond the expiration date of this Contract, under the same terms and conditions, at the State's sole option.

6. PAYMENT TERMS AND CONDITIONS:

6.1. 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 specif ied by this Contract.

6.2. Price Changes. Prices identified in the Contract, whether derived f rom an awarded published catalog, price list, price schedule, or other mutually agreed upon source, shall remain f irm for seven hundred and thirty (730) days ("Firm Price Period").

a) Price Decreases. After the Firm Price Period, prices shall be equitably adjusted to ref lect a decrease in Contractor's costs.

b) Price Increases. After the Firm Price Period, Contractor may request price increases.

The request shall: include independently verif iable documentation that supports Contractor's request for a price increase; not constitute an increase in Contractor prof it; and reflect a price increase that is applicable to all of Contractor's customers.

c) Approval of Price Changes. The State may at its sole option: (1) grant the Contractor's request; (2) cancel the Contract and award it to the next apparent best evaluated Respondent; (3) cancel the Contract and reissue the solicitation; or (4) deny the Contractor's request. If approved, any price changes of less than seven percent (7%) will become ef fective upon the State's approval in writing. Price changes exceeding seven percent (7%) shall require a Contract amendment. The Contractor shall honor all purchase orders dated prior to the approved price change.

Upon request from the State, the Contractor shall furnish the approved catalog, price schedule or price list as applicable to the State at no charge.

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

6.4. 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 this Contract. Contractor shall submit invoices and necessary supporting documentation to the State Agency that requested goods or services no later than thirty (30) days af ter goods or services have been provided.

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. Purchase order number (assigned by the State);

5. Customer account name: The State of Tennessee;

6. Customer account number (assigned by the Contractor to the above-referenced Customer);

7. Contractor name;

8. Contractor Tennessee Edison supplier ID number;

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

10. Contractor remittance address;

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 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 this Contract and in accordance with payment terms and conditions set forth in this Contract;

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 a line item for Contractor's taxes, which includes without limitation Contractor's sales and use tax, excise taxes, f ranchise taxes, real or personal Property taxes, or income taxes; and

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

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

6.5. 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.

6.6. 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 this Contract, to not constitute proper compensation for goods delivered or services provided.

6.7. 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.

6.8. 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 Identif ication Number or Social Security Number referenced in the Contractor's Edison registration information.

7. MANDATORY TERMS AND CONDITIONS:

7.1. Substitute Items Offered by the Contractor. In the event that an awarded item is no longer being manufactured or is replaced by a functionally equivalent item with superior technological features to the item being replaced, Contractor may of fer a substitute item ("Substitute"). The Substitute shall: (a) meet or exceed the functional, technical, and performance characteristics of the item being replaced; (b) not exceed the cost of the item being replaced by more than ten percent (10%); and (c) be available for order on the date Contractor requests to make the substitution. Contractor shall not make any substitutions for awarded items without the State's prior, written approval. Contractor shall submit any proposed substitutions to the Central Procurement Office and include suf f icient information to show that criteria (a) -- (c) above are met. The Central Procurement Office may request sample Substitutes for inspection or testing.

7.2. Purchase Order Release. Agency submission of a purchase order to Contractor authorizes Contractor to deliver goods or provide services.

7.3. Delivery. Contractor shall provide all goods or services as required and described in this Contract and shall meet all service and delivery timelines specified in this Contract.

All quotations shall be F.O.B. destination.

7.4. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State of f icials in accordance with applicable Tennessee laws and regulations. Depending upon the specif ics 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 Of f icer. Approvals shall be evidenced by a signature or electronic approval.

7.5. 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 certif ied, f irst class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email. All communications, regardless of method of transmission, shall be addressed to the respective party at the appropriate mailing address or email address as stated below or any other address provided in writing by a party.

The Contractor:

Contractor Contractor's Contact Name & Title Address Email Address Telephone Number

State of Tennessee:

Stephanie Reedy Department of General Services, Of f ice of Administrative Services 312 Rosa L. Parks Ave., 22nd Floor Nashville TN 37243

(615) 708-9382 Stephanie.Reedy@tn.gov

All instructions, notices, consents, demands, or other communications shall be considered ef fective upon receipt or recipient conf irmation as may be required.

7.6. Modification and Amendment. This Contract may be modif ied only by a written amendment signed by all parties and approved by all applicable State of f icials.

7.7. 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.

7.8. 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.

7.9. 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.

7.10. 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 fulf illing the Contractor's obligations under this Contract.

7.11. 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 of f icer, 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.

7.12. 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.

7.13. 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 reaf f irm this attestation, in writing, by submitting to the State a completed and signed copy of the document at:

https://www.tn.gov/generalservices/procurement/central-procurement-of f ice--cpo- /supplier-information-.html, 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 of f icials upon request.

b) Prior to the use of any subcontractor in the performance of this Contract, and semi-annually thereaf ter, 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 f rom subcontractors shall be maintained by the Contractor and made available to State of f icials 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 af ter its ef fective 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.

7.14. 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 f ive (5) full years f rom the date of the f inal 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 f inancial statements shall be prepared in accordance with generally accepted accounting principles.

7.15. 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.

https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information-.html https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-information-.html

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

7.17. 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.

7.18. Independent Contractor. The parties shall not act as employees, partners, joint ventures, 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.

7.19. Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Af fordable 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 f inancial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless for any costs to the State arising f rom contractor's failure to fulf ill its PPACA responsibilities for itself or its employees.

7.20. Limitation of State's Liability. The State shall have no liability except as specif ically 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, money, 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.

Notwithstanding anything else herein, the State's total liability under this Contract (including without limitation 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.

7.21. 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 and as may be amended.

Except as set forth below, in no event will the Contractor be liable to the State or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, money, 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.

PROVIDED THAT in no event shall this Section limit the liability of the Contractor for:

(i) intellectual property or any Contractor indemnity obligations for inf ringement 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.

7.22. 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.

7.23. HIPAA Compliance. 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 def ined 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.

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 f ines, penalties, or damages paid by the State because of the violation.

7.24. 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 benef its the Contractor received f rom TCRS during the Term.

7.25. 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.

7.26. 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 f raud, or a criminal of fense 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, thef t, 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 of fenses detailed in section b. of this certif ication; 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 or disqualif ied.

7.27. Force Majeure. "Force Majeure Event" means f ire, f lood, 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…