Tennessee CPO ITB 32701-13816

I
nvitation to Bid (ITB)
For Davy Crockett S.P. Cabin Cleaning Services
Event # 32701_0000013816
1.Section 1 -- Background Information
1.1. For the provision of services to furnish all material, equipment, supplies and labor
necessary f or “as nee ded” cleaning of t he seven (7) c abins at D avid Crockett S tate
Park. Total cost is expected to exceed $100,000.00 (See Tenn. Code Ann. § 12-3 305).
1.
2. Pre-response Conference Notification . The Department of Environment and
Conservation, Procurement Office will hold a pre- response conference for this
solicitation at the date, time, and location specified below:
Date/Time: February 12, 2026, 2pm CST
Location: 23 Crockett Park Rd., Lawrenceburg, TN 38464
Room: Cabins 6 and 7
Prospective respondents are encouraged to attend this pre- response conference;
however attendance is not mandatory in order to submit a response. The Department
of Environment and Conservation, Procurement Office conducts pre- response
conferences to discuss and answer questions prior to response due date. The preresponse conference is for informational purposes only. Nothing stated at the
preresponse 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.
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 February 14, 2026.

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 specifications, unless the specifications limit the dimensions, brands, or model of goods or services. The absence of detailed
specifications or the omission of detailed des criptions 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 clarifications or negotiations
with one or more respondents. All communications, clarifications, and negotiations
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
from 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 from 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 clarification 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.
T
he State may reject any or all responses in its sole discretion. Additionally, the State
may reject a response that: (a) qualifies the offer 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, specifications, or performance requirements of this ITB.
A
fter the State opens the responses, no price changes shall be permitted except
pursuant to target pricing or best and final offer negotiations as specified in this ITB.
A
Respondent must not submit a response as a prime contractor while also permitting
one or more other Respondents to offer 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 different Respondents from
offering 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 c oncerning this I TB to the followi ng person designated as t he
Solicitation Coordinator:
Cyndi O 'Brien
Department of Environment and Conservation
500 James Robertson Parkway, 6th Floor Davy Croc kett Tower
Nashville TN 37243-1 102
615-5 32-0216
cynthia.a.o'brien@tn.gov

Unauthorized contact ab out this ITB w ith employees or of ficials of t he State of
Tenness ee except as d etailed in this I TB may result i n disqualification from
consideration under t his pr ocurement pr ocess. N otwithstanding t he foregoing,
respondents m ay al ternatively c ontact:
Staff o f the Governor's O ffice of D iversity B usiness Enterprise for assistanc e available
to minority -owned, w oman- owned, s ervice- disabled veteran owned, b usinesses ow ned
by per sons w ith disabilities and small b usinesses as w ell as ge neral, p ublic i nformati on
relati ng to this I TB (visit
https://www.tn.gov/generalservices/procurement/centralprocurement -office --cpo- /go-
dbe/about -us.html for c ontact i nformation); and
The followi ng individual d esignated by t he State t o coordinate compliance with the
nondiscrimination requirements of t he State of Tennessee, Title VI of t he Civil R ights
Act of 1964, the Americans with Disabilities Act, and associated federal regulations :
Department of Environment and Conservation
Senior Policy Analyst
500 James Robertson Parkway, 5th Floor, Davy Crockett Tower
Nashville, TN 37243-1102
TDEC.TitleVI@tn.gov
3.9. Responses Submitted by Mail . If submitting a response by mail: (1) all prices must
be typed or w ritten in ink on t he "Li ne Details" p ortion of t his ITB; ( 2) any corrections,
erasures, or ot her a lterations t o prices must b e initialed by t he respondent; a nd (3) t he
response shall be manually s igned by t he respondent in ink. Eac h individual r esponse
must be r eturn ed in a separate envel ope package or c ontainer and mus t be properly
labeled on the outside referencing the applicabl e event num ber a nd the resp onse
opening date. R esponses s hould be mailed i n a properly l abeled sealed envel ope to
the following address:
Department of Environment and Conservation
Property and Procurement, Cyndi O’Brien
500 James Robertson Parkway, 6th Floor, Davy Crockett Tower
Nashville, TN 37243-1 102
Failure to comply with these requirements may result in rejec tion 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 Specifications of this
ITB. The respondent agrees that, if it is awarded a contract, it will deliver goods or services that meet or exceed the specifications 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 from 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.

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 from a company, corporation, or any other
contracting entity in which a controlling interest is held by any Stateemployee shall be considered to be a contract with or proposal from th
e
emp
loyee; and
c.A contract with or a response from a company, corporation, or any othercontracting 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 wit
h
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 specifications of this
ITB are deemed to meet all written specifications. In the event of a conflict between
specified brands and models and the written specifications, the conflict shall be
resolved in favor of the written specifications.
3.
14. Firm Offer . The response constitutes a firm offer 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 specified by the State.
3.
16. Tax Exemption . The State of Tennessee is exempt from 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 offered 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 fixed 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 offers 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 files 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. § 626-101, 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 certified
and meet applicable Energy Star specifications for energy efficiency.
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, free of charge.
3.25. Professional Licensure . All persons, agencies, firms, or other entities that provide
legal or financial 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 from 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 file, 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 file 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
award amount(s). Upon request, a reasonable opportunity to inspect the procurement file 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 Office'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.

4.SC
OPE:
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 specified 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 offered by Contractor, its suppliers, or manufacturers to
customers of its goods or services. The goods or services provided under this
Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms
and conditions of this Contract shall constitute a "Defect" and shall be considered
"Defective." If Contractor receives notice of a Defect during the Warranty Period,
then Contractor shall correct the Defect, at no additional charge. Contractor
represents and warrants that the State is authorized to possess and use all
equipment, materials, software, and deliverables provided under this Contract.
C
ontractor represents and warrants that all goods or services provided under this
Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in
Contractor's industry.
I
f 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 after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods
or services shall be deemed to have been accepted by the State.

5.T
ERM OF CONTRACT:
5.
1. Term of Contract .
5.
1.1. This Contract shall be effective on ("Effective Date") and extend for a period of
36 months after the Effective Date ("Term"). The State shall have no obligation
for goods or services provided by the Contractor prior to the Effective Date. 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 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.P
AYMENT 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 specified by this Contract.

6.2 Price Changes. Prices identified in the Contract, whether derived from an
awarded published catalog, price list, price schedule, or other mutually agreed
upon source, shall remain firm for 1095 days ("Firm Price Period").
a)Price Decreases. After the Firm Price Period, prices shall be equitably
adjusted to reflect a decrease in Contractor's costs.
b)P
rice Increases. After the Firm Price Period, Contractor may request pric e
i
ncreases. The request shall: include independently verifiable documentatio n
t
hat supports Contractor's request for a price increase; not constitute a n
i
ncrease in Contractor prof it; and reflect a price increase that is applicable to all
of Contractor's customers.
c)Appr
oval 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 effective 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.
2. Travel Compensation. The Contractor shall not be compensated or reimbursed for
travel time, travel expenses, meals, or lodging.
6.
3. 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)
day
s after goods or services have been provided.
a)E
ach invoice, on Contractor's letterhead, shall clearly and accurately detail all of th e
f
ollowing information (calculations must be extended and totaled correctly):
1.I
nvoice 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
abovereferenced 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, includin g
i
dentifying information as applicable;
12.Number of delivered or completed units, increments, hours, or days asapplicable, 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; an
d
15.
Total amount due for the invoice period.
b)C
ontractor's invoices shall:
1.O
nly include charges for goods delivered or services provided as descri bed
i
n this Contract and in accordance with payment terms and conditions set
forth in this Contrac t;
2.O
nly be submitted for goods delivered or services completed and shall not
include any charge for future goods to be delivered or services t o be
per
formed;
3.Not include a line item for Contractor's taxes, which includes without
limitation Contractor's sales and use tax, excise taxes, franchise taxes, real
or personal Property taxes, or income taxes; an d

4.Include shipping or delivery charges only as authorized in this Contract.
T
he 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.
4. 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.
5. 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.
6. 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.
7. 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, t he
C
ontractor 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
f
orm. The taxpayer identification number on the W -9 form must be the same as th e
C
ontractor's Federal Employer Identification 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 offer 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 f or 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 Offi ce
and include sufficient 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 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.
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 certified, first 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.
T
he Contractor:
Contractor
Contractor's Contact Name & Title
Address
Email Address
Telephone Number
State of Tennessee:
Ann Paley
Department of Environment and Conservation
23 Crockett Park Rd.
Lawrenceburg TN 38464
931-903-2323
ann.paley@tn.gov
A
ll instructions, notices, consents, demands, or other communications shall be
considered effective upon receipt or recipient confirmation as may be required.
7.
6. Modification and Amendment. This Contract may be modified only by a written
amendment signed by all parties and approved by all applicable State officials.
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 t he
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 neit her
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 befor e
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.
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 officer, agent, employee, subcont ractor, 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 nondiscriminati on 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 gr ounds 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, in
writing, by submitting to the State a completed and signed copy of the document at:
https://www.tn.gov/generalservices/procurement/central -procurement -office --
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 officials upon request.

b) Prior to the use of any subcontractor in the performance of this Contract, and semiannually thereafter, during the Term, the Contractor shall obtain and retain a
current, written attestation that the subcontractor shall not knowingly utilize the
services o f 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 subcontract ors 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.

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 five (5) full
years from th e 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.

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.

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, condi tion, 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 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 for any costs to the State arising from
contractor's failure to fulfill its PPACA responsibilities for itself or its employees.

7.20. 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, 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
Liabi lity. 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 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.

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, fir m, 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 Cont ractor
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 pr ovision 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.

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

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
benefits the Contractor received from 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 fraud, or a criminal
offense in connection with obtaining, attempting to obtain, or performing a public
(federal, state, or local) transaction or grant under a public transaction; violation of
federal or state antitrust statutes or commission of embezzlement, theft, forgery,

bribery, falsification, or destruction of records, making false statements, or receiving
stolen property;

c) are not presently indicted or otherwise criminally or civilly charged by a government
entity (federal, state, or local) with commission of any of the offenses detailed in
section b. of this certification; and

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

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

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

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

7.29. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Tennessee, without regard to its conflict or choice of law rules. The Tennessee Claims Commission or the state or federal courts in Tennessee shall

be the venue for all claims, disputes, or disagreements arising under this Contract. The
Contractor acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Contract shall be subject to and
limited to those rights and remedies available under Tenn. Code Ann. §§ 9- 8-101 --
408.

7.30. Entire Agreement. This Contract is complete and contains the entire understanding
between the parties relating to its subject matter, including all the terms and conditions
of the parties' agreement. This Contract supersedes any and all prior understandings,
representations, negotiations, and agreements between the parties, whether written or
oral.

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

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

7.33. Incorporation of Additional Documents. Each of the following documents is included
as a part of this Contract by reference. In the event of a discrepancy or ambiguity
regarding the Contractor's duties, responsibilities, and performance under this Contract, these items shall govern in order of precedence below:
a) any amendment to this Contract, with the latter in time controlling over any earlier
amendments;

b) this Contract with any attachments or exhibits (excluding the items listed at subsections c. through f., below);

c) any clarifications of or addenda to the Contractor's response seeking this Contract;

d) the Invitation to Bid, as may be amended, requesting responses in competition for
this Contract;

e) any technical specifications provided to respondents during the procurement process to award this Contract; and,

f) the Contractor's response seeking this Contract.

7.34. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12- 12-101 et.seq.,
addressing contracting with persons with investment activities in Iran, shall be a
material provision of this Contract. The Contractor agrees, under penalty of perjury,
that to the best of its knowl edge and belief that it is not on the list created pursuant to
Tenn. Code Ann. § 12- 12-106.

7.35. Boycott of Israel. The Contractor certifies that it is not currently engaged in, and
covenants that it will not, for the duration of the Contract, engage in a Boycott of Israel,
as that term is defined in Tenn. Code Ann. § 12- 4-119.
7.36. Prohibited Contract Terms. The prohibited contract terms and conditions enumerated
in Tenn. Code Ann. § 12- 3-515, shall be a material provision of this Contract. The
Contractor acknowledges, understands, and agrees that the inclusion of a term or
condition prohibited by Tenn. Code Ann. § 12- 3-515, shall be null and void and the
Contract shall be enforceable as if the Contract did not contain such term or condition.
7.37. Insurance Requirements:
7.37.1. Insurance. Contractor shall provide the State a certificate of insurance ("COI")
evidencing the coverages and amounts specified below. The COI shall be
provided ten (10) business days prior to the Effective Date and again upon
renewal or replacement of coverages required by this Contract. If insurance
expires during the Term, the State must receive a new COI at least thirty (30)
calendar days prior to the insurance's expiration date. If the Contractor loses
insurance coverage, does not renew coverage, or for any reason becomes
uninsured during the Term, the Contractor shall notify the State immediately.
The COI shall be on a form approved by the Tennessee Department of Commerce and Insurance ("TDCI") and signed by an authorized representative
of the insurer. The COI shall list each insurer's national association of insurance
commissioners (also known as N AIC) number or federal employer identification
number and list the State of Tennessee, Risk Manager, 312 Rosa L. Parks Ave.,
3rd floor Central Procurement Office, Nashville, TN 37243 in the certificate holder
section. At any time, the State may require the Contractor to provide a valid COI
detailing coverage description; insurance company; policy number; exceptions; exclusions; policy effective date; policy expiration date; limits of liability; and the
name and address of insured. The Contractor's failure t o maintain or submit
evidence of insurance coverage is considered a material breach of this Contract.
If the Contractor desires to self -insure, then a COI will not be required to prove
coverage. In place of the COI, the Contractor must provide a certificate of
selfinsurance or a letter on the Contractor's letterhead detailing its coverage,
liability policy amounts, and proof of funds to reasonably cover such expenses.
Compliance with Tenn. Code Ann. § 50- 6-405 and the rules of the TDCI is
required for the Contractor to self -insure workers' compensation.
All insurance companies must be: (a) acceptable to the State; (b) authorized by
the TDCI to transact business in the State of Tennessee; and (c) rated A - VII or
better by A. M. Best. The Contractor shall provide the State evidence that all
subcontractors m aintain the required insurance or that the subcontractors are
included under the Contractor's policy.
The Contractor agrees to name the State as an additional insured on any
insurance policies with the exception of workers' compensation (employer
liability) and professional liability (errors and omissions) ("Professional Liability")
insurance. Also, all policies shall contain an endorsement for a waiver of
subrogation in favor of the State.

The deductible and any premiums are the Contractor's sole responsibility. Any
deductible over fifty thousand dollars ($50,000) must be approved by the State. The Contractor agrees that the insurance requirements specified in this Section
do not reduce any liability the Contractor has assumed under this Contract
including any indemnification or hold harmless requirements.

The State agrees that it shall give written notice to the Contractor as soon as practicable after the State becomes aware of any claim asserted or made against
the State, but in no event later than thirty (30) calendar days after the State
becomes aware of such claim. 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 or its insurer, 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.

All coverage required shall be on a primary basis and noncontributory with any
other insurance coverage or self -insurance carried by the State. The State
reserves the right to amend or require additional endorsements, types of
coverage, and higher or lower limits of coverage depending on the nature of the
work. Purchases or contracts involving any hazardous activity or equipment,
tenant, concessionaire and lease agreements, alcohol sales, cyber -liability risks,
environmental risks, special motorized equipme nt, or property may require
customized insurance requirements (e.g. umbrella liability insurance) in addition
to the general requirements listed below.

7.37.2. Workers' Compensation and Employer Liability Insurance.

a) For Contractors statutorily required to carry workers' compensation and employer liability insurance, the Contractor shall maintain:

1. Workers' compensation in an amount not less than one million dollars
($1,000,000) including employer liability of one million dollars
($1,000,000) per accident for bodily injury by accident, one million dollars
($1,000,000) policy limit by disease, and one million dollars ($ 1,000,000)
per employee for bodily injury by disease.

b) If the Contractor certifies that it is exempt from the requirements of Tenn. Code
Ann. §§ 50- 6-101 -- 103, then the Contractor shall furnish written proof of such
exemption for one or more of the following reasons:

1. The Contractor employees fewer than five (5) employees;

2. The Contractor is a sole proprietor;

3. The Contractor is in the construction business or trades with no
employees;

4. The Contractor is in the coal mining industry with no employees;

5. The Contractor is a state or local government; or

6. The Contractor self -insures its workers' compensation and is in
compliance with the TDCI rules and Tenn. Code Ann. § 50- 6-405.

7.37.3. Commercial General Liability Insurance.

a) The Contractor shall maintain commercial general liability insurance, which shall
be written on an Insurance Services Office, Inc. (also known as ISO) occurrence
form (or a substitute form providing equivalent coverage) and shall cover liability
arising fr om property damage, premises/operations, independent contractors,
contractual liability, completed operations/products, personal and advertising injury, and liability assumed under an insured contract (including the tort liability
of another assumed in a business contract).

b) The Contractor shall maintain bodily injury/property damage with a combined
single- limit not less than one million dollars ($1,000,000) per occurrence and two
million dollars ($2,000,000) aggregate for bodily injury and property damage,
including products and completed operations coverage with an aggregate limit of
at least two million dollars ($2,000,000).

7.37.4. Automobile Liability Insurance. The Contractor shall maintain automobile
liability insurance which shall cover liability arising out of any automobile (including owned, leased, hired, and non- owned automobiles). The Contractor
shall maintain bodily injury/property damage with a limit not less than one million
dollars ($1,000,000) per occurrence or combined single limit.

7.38. Major Procurement Contract Sales and Use Tax. Pursuant to Tenn. Code Ann. §
439-102 and to the extent applicable, the Contractor and the Contractor's
subcontractors shall remit sales and use taxes on the sales of goods or services that
are made by the Contractor or the Contractor's subcontractors and that are subject to
tax.

7.39. Confidentiality of Records. Strict standards of confidentiality of records and
information shall be maintained in accordance with the requirements of this Contract and applicable state and federal law. All material, information, and data regardless of
form, medium or method of communication, that the Contractor will have access to,
acquire, or is provided to the Contractor by the State or acquired by the Contractor on behalf of the State shall be regarded as "Confidential Information." The State grants
the Contractor a limited license to use the Confidential Information but only to perform
its obligations under the Contract. Nothing in this Section shall permit Contractor to
disclose any Confidential Information, regardless of whether it has been disclosed or
made available to the Contractor due to intentional or negligent actions or inactions of
agents of the State or third parties. Confidential Information shall not be disclosed
except as required under state or federal law or otherwise authorized in wr iting by the
State. Contractor shall take all necessary steps to safeguard the confidentiality of such
Confidential Information in conformance with the requirements of this contract and with
applicable state and federal law.

As long as the Contractor maintains State Confidential Information, the obligations set forth in this Section shall survive the termination of this Contract.

8. SPECIAL TERMS AND CONDITIONS:

8.1. Conflicting Terms and Conditions. Should any of these special terms and conditions
conflict with any other terms and conditions of this Contract, the special terms and
conditions shall be subordinate to the Contract's other terms and conditions.

8.2. Prohibited Advertising or Marketing. The Contractor shall not suggest or imply in
advertising or marketing materials that Contractor's goods or services are endorsed by the State. The restrictions on Contractor advertising or marketing materials under this
Section shall survive the termination of this Contract.

8.3. Cleanup. The Contractor is responsible for the removal of all debris and shall leave the
work area in a "broom clean" condition, less wear and tear excepted. In the event
Contractor fails to return the work area to a broom clean condition after completion of work, the State reserves the right to assess the Contractor reasonable costs for
cleanup and disposal.

8.4. Additional Lines, Items or Options. At its sole discretion, the State may make written
requests to the Contractor to add lines, items, or options that are needed and within the Scope but were not included in the original Contract. Such lines, items, or options will
be added to the Contract through a Memorandum of Understanding ("MOU"), not an
amendment.
a) After the Contractor receives a written request to add lines, items, or options, the Contractor shall have ten (10) business days to respond with a written proposal. The
Contractor's written proposal shall include:

1. The effect, if any, of adding the lines, items, or options on the other goods or services required under the Contract;
2. Any pricing related to the new lines, items, or options;
3. The expected effective date for the availability of the new lines, items, or
options; and
4. Any additional information requested by the State.

b) The State may negotiate the terms of the Contractor's proposal by requesting
revisions to the proposal.

c) To indicate acceptance of a proposal, the State will sign it. The signed proposal shall constitute a MOU between the Parties, and the lines, items, or options shall be
incorporated into the Contract as if set forth verbatim.

d) Only after a MOU has been executed shall the Contractor perform or deliver the new
lines, items, or options.

8.5. Environmental Tobacco Smoke. Pursuant to the provisions of the federal
"ProChildren Act of 1994" and the Tennessee "Children's Act for Clean Indoor Air of
1995," the Contractor shall prohibit smoking of tobacco products within any indoor
premises in which services are provided pursua nt to this Contract to individuals under

the age of eighteen (18) years. The Contractor shall post "no smoking" signs in
appropriate, permanent sites within such premises. This prohibition shall be applicable during all
hours, not just the hours in which children are present. Violators of the prohibition may
be subject to civil penalties and fines. This prohibition shall apply to and be made part
of any subcontract related to this Contract.

8.6. Partial Takeover of Contract. The State may, at its convenience and without cause,
exercise a partial takeover of any service that the Contractor is obligated to perform under this Contract, including any service which is the subject of a subcontract
between Contractor and a third par ty (a "Partial Takeover"). A Partial Takeover of this
Contract by the State shall not be deemed a breach of contract. The Contractor shall be given at least thirty (30) days prior written notice of a Partial Takeover. The notice
shall specify the areas of service the State will assume and the date the State will be
assuming. The State's exercise of a Partial Takeover shall not alter the Contractor's
other duties and responsibilities under this Contract. The State reserves the right to withhold from the Cont ractor any amounts the Contractor would have been paid but for
the State's exercise of a Partial Takeover. The amounts shall be withheld effective as of the date the State exercises its right to a Partial Takeover. The State's exercise of its
right to a Partial Takeover of this Contract shall not entitle the Contractor to any actual,
general, special, incidental, consequential, or any other damages irrespective of any
description or amount.

8.7. Unencumbered Personnel. The Contractor shall not restrict its employees, agents,
subcontractors or principals who perform services for the State under this Contract
from performing the same or similar services for the State after the termination of this
Contract, either as a State employee, an independent contractor, or an employee, agent, subcontractor or principal of another contractor with the State.

8.8. Survival. The terms, provisions, representations, and warranties contained in this
Contract which by their sense and context are intended to survive the performance and
termination of this Contract, shall so survive the completion of performance and
termination of this Contract.