Tennessee CPO ITB 32701-13825

Invitation to Bid (ITB)
For Fall Creek Falls S.P. Renovations on 5
Buildings Event # 0000013 825
1.Section 1 -- Background Information
1.1. For the provision of goods and services to furnish all material, equipment, supplies and
labor necessary to complete the renovations on five (5) buildings at Fall Creek Falls
State 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 Environmen t and
Conservati on Office wil l hold a pre-response conference for thi s solicitati on at the date,
time, and location specified below:
Date/Time: 02/23/2026; 11AM (CST)
Location: 2023 Village Camp Rd., Spencer, TN 38585
Room: Main Park Office
Prospectiv e responden ts are encouraged t o attend this pre -response conference;
howev er attendance i s not mandator y in order to submit a respons e. The Department of
Environment a nd C onservati on Office conduc ts pre-response conferenc es to d iscuss
and ans wer q uestion s prior to r esponse d ue date. The pre-response conference i s for
information al purpos es only. Nothing stated a t the pre -response conference shall
chang e the s olicitation unles s the chan ge is reflec ted in writi ng and disseminate d to all
prospective responde nts that attend ed 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 pros pective Responde nt havi ng question s and comme nts c oncerni ng thi s ITB must
provide them in writing to the Solicitation Coordinator. All questions must be submitted
no later than February 26, 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 untimel y
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 IT B.
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 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 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 file.
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) 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.
After 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
concerning thi s ITB to t he followi ng pers on designat ed as th e Solicitati on Coo rdinator:
Cyndi O'Brien
Department of Environment and Conservation
500 James Robertson Park way, 6th Floor, Davy Crockett Tower
Nashville TN 37243-1102
615-532-0216
cynthia.a.o'brien@tn.gov
Unauthorized contact abou t this ITB with employe es or official s of the Stat e of
Tenness ee excep t as de tailed in this ITB may result in disqualification from
consideration under thi s procureme nt process. Notwithstandi ng the fo regoing,
responden ts may al ternativel y contact:
Staff of the G overnor 's Office of Diversi ty Busines s Enterprise for assistanc e available
to minority-owne d, woman-owne d, service-disabl ed veteran owne d, business es own ed
by pe rsons with disabiliti es and smal l business es as w ell as ge neral, publi c information

relating to this ITB (visit https://www.tn.gov/generalservices/procurement/ central -
procurement -office --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:
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 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:
Department of Environment and Conservation
Property and Procurement: Cyndi O’Brien
500 James Robertson Parkway, 6th Floor, Davy Crockett 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 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 consid ered 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 State
employee shall be considered to be a contract with or proposal from the
employee; and

c.A contract with or a response from 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 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
service s 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. § 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 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.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 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 general ly offered by Contractor, its suppliers, or manufacturers to
customers of its goods or services. The goods or services provided under this
Contract shall conform to the terms and conditions of this Contract throughout
the Warranty Period. Any nonconformance of the goods or services to the terms
and conditions of this Contract shall constitute a "Defect" and shall be considered
"Defective." If Contractor receives notice of a Defect during the Warranty Period,
then Contractor shall correct the Defect, at no additional charge. Contractor
represents and warrants that the State is authorized to possess and use all
equipment, materials, software, and deliverables provided under this Contract.
Contractor represents and warrants that all goods or services provided under this
Contract shall be provided in a timely and professional manner, by qualified and
skilled individuals, and in conformity with standards generally accepted in
Contractor's industry.
If Contractor fails to provide the goods or services as warranted, then Contractor
will re -provide the goods or services at no additional charge. If Contractor is
unable or unwilling to re -provide the goods or services as warranted, then the
State shall be entitled to recover the fees paid to Contractor for the Defective
goods or services. Any exercise of the State's rights under this Section shall not
prejudice the State's rights to seek any other remedies available under this
Contract or applicable law.
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.TERM OF CONTRACT :
5.1. Term of Contract (Reserved). This will be a one-time purchase (6 month contract).
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 specified by this Contract.
6.2. Compensation Firm. The prices identified in this Contract, whether derived from an
awarded published catalog, price list, price schedule, or other mutually agreed upon
source shall constitute the entire compensation due the Contractor for all goods or
services provided under this Contract regardless of the difficulty, materials or equipment
required. The prices identified includes all applicable taxes, fees, overhead, and all
other direct and indirect costs incurred or to be incurred by the Contractor.
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 after 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 numb er (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, franchise 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 minim um 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 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 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 Department of Environment and
Conservation and include sufficient information to show that criteria (a) -- (c) above are
met. The Department of Environment and Conservation
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.
The Contractor:
Contractor
Contractor's Contact Name & Title
Address
E
mail Address
Telephone Number
State of Tennessee:
Teresa Bell
Department of Environment and Conservation
MTRO, 2000 Jackson Hill Rd., Burns, TN 37029
615-797-9701
teresa.bell @tn.gov

All 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 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 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, 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 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 semi -
annually thereafter, during the Term, the Contractor shall obtain and retain a current,
written attestation that the subcontractor shall not knowingly utilize the services of an
illegal immigrant to perform work under this Contract and shall not knowingly
utilize the services of any subcontractor who will utilize the services of an illegal
immigrant to perform work under this Contract. Attestations obtained from
subcontractors shall be maintained by the Contractor and made available to State
officials upon request.
c)The Contractor shall maintain records for all personnel used in the performance of
this Contract. Contractor's records shall be subject to review and random inspection
at any reasonable time upon reasonable notice by the State.
d)The Contractor understands and agrees that failure to comply with this section will be
subject to the sanctions of Tenn. Code Ann. § 12 -3-309 for acts or omissions
occurring after its effective date.

e)For purposes of this Contract, "illegal immigrant" shall be defined as any person who
is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person
whose physical presence in the United States is authorized; (iv) allowed by the
federal Department of Homeland Security and who, under federal immigration laws or
regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to
provide services under the Contract.
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 the date of the final payment and shall be subject to audit at any reasonable
time and upon reasonable notice by the State, the Comptroller of the Treasury, or their
duly appointed representatives. The financial statements shall be prepared in
accordance with generally accepted accounting principles.
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,
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 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 lim ited 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 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, 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 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 subcontractor s 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,
workaround plans or other means. A strike, lockout or labor dispute shall not excuse
either Party from its obligations under this Contract. Except as set forth in this Section,
any failure or delay by a Party in the performance of its obligations under this Contract
arising from a Force Majeure Event is not a default under this Contract or grounds for
termination. The non -performing Party will be excused from performing those
obligations directly affected by the Force Majeure Event, and only for as long as the
Force Majeure Event continues, provided that the Party continues to use diligent, good
faith efforts to resume performance without delay. The occurrence of a Force Majeure
Event affecting Contractor's representatives, suppliers, subcontractors, customers or
business apart from this Contract is not a Force Majeure Event under this Contract.
Contractor will promptly notify the State of any delay caused by a Force Majeure Event
(to be confirmed in a written notice to the State within one (1) day of the inception of the
delay) that a Force Majeure Event has occurred, and will describe in reasonable detail
the nature of the Force Majeure Event. If any Force Majeure Event results in a delay in
Contractor's performance longer than forty -eight (48) hours, the State may, upon notice
to Contractor: (a) cease payment of the fees for the affected obligations until Contractor
resumes performance of the affected obligations; or (b) immediately terminate this
Contract or any purchase order, in whole or in part, without further payment except for
fees then due and payable. Contractor will not increase its charges under this Contract
or charge the State any fees other than those provided for in this Contract as the result
of a Force Majeure Event.
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
Contract 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 knowledge 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 reas on 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 NAIC) number or federal employer identification
number and list the State of Tennessee, Risk Manager, 312 Rosa L. Parks Ave.,
3rd floor Central Procurement Office, Nas hville, 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 to 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 b e required to prove
coverage. In place of the COI, the Contractor must provide a certificate of self -
insurance 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 th e State of Tennessee; and (c) rated A - VII or
better by A. M. Best. The Contractor shall provide the State evidence that all
subcontractors maintain 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 Con tractor 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, t he 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 equipment, 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 from 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. § 4 -
39-102 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 writing 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, th e obligations set
forth in this S ection 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. State Ownership of Goods. The State shall have ownership, right, title, and interest in
all goods provided by Contractor under this Contract including full rights to use the
goods and transfer title in the goods to any third parties.
8.5. 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.
8.6. Environmental Tobacco Smoke. Pursuant to the provisions of the federal "Pro -
Children 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 pursuant 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.
8.7. Payment Bond. The Contractor shall provide to the State a payment bond
guaranteeing that the Contractor's subcontractors, laborers, and material suppliers will
be paid for performance under this Contract with the additional obligation that such
contractor shall promptly make payment of all taxes, licenses, assessments,
contributions, penalties, and interest. The payment bond will be in an amount equal to
twenty -five percent (25%) of the Maximum Liability, Written Dollar Amount ($Number ).
The State reserves the right to review the bond amount and bonding requirements at
any time during the Term. The Contractor shall submit the bond no later than the day
immediately preceding the Effective Date and in the manner and form prescribed by the
State. The bond shall be issued by a company licensed to issue such a bond in the
State of Tennessee. The payment bond shall guarantee that the Contractor's

subcontractors, laborers, and material suppliers will be paid for performance during the
Term and all extensions or renewals of the Contract Failure to provide to the State the
payment bond as required under this Contract may result in this Contract being
terminated by the State. The payment bond required under this Contract shall not be
reduced during the Term without the State of Tennessee Central Procurement Office's
prior written approval.
8.8. 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 part y (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
responsi bilities under this Contract. The State reserves the right to withhold from the
Contractor 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.
8.9. 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.
8.10. 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.