Issuing Agents for Building and/or Electrical Permits

1STATE OF TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE SOLICITATION # 33501-262514 FOR ISSUING AGENTS FOR BUILDING AND/OR ELECTRICAL PERMITS 1. INTRODUCTION The State of Tennessee, Department of Commerce and Insurance, hereinafter referred to as “the State,” has issued this Solicitation with the intent of awarding contracts to provide issuance of building and/or electrical permits in accordance with Tenn. Comp. R. Regs. 0780-02-01 and 0780-02-23. 2. SCOPE OF SERVICE, CONTRACT PERIOD, TERMS AND CONDITIONS The Contracts attached to this Solicitation (Attachments D and E) represent the contract document that the contractor selected by the state must sign. It specifically details the State's required:

• Scope of Services and Deliverables (Section A);
• Contract Period (Section B);
• Payment Terms (Sections C);
• Standard Terms and Conditions (Section D); and
• Special Terms and Conditions (Section E).

3. PROCUREMENT SCHEDULE The following schedule represents the State’s best estimates for this procurement, however, the State reserves the right, at its sole discretion, to adjust the schedule at any time, or to cancel or reissue a similar solicitation. EVENT DATE 1. Solicitation Issued July 1, 2025 2. Response Deadline June 30, 2026 3. State Completion of Application EvaluationWithin 30 days receipt of the required documentation 4. State sends contract to Contractor for signatureOnce evaluated, approved, and awarded 5. Contractor Signature Deadline Within 7 days receipt of the contract 6. Contract Start DateOnce approved by the Commissioner and the Office of the Comptroller 24. RESPONSE REQUIREMENTS 4.1. An offer in response to this solicitation must respond only as required by this Solicitation document. The State may determine an offer to be non-responsive and ineligible for contract award if it fails to address all items or is not organized to properly reference the Qualifications Evidence Guide. 4.2. Qualifications Evidence Guide - The Qualifications Evidence Guide (Attachment A) details specific mandatory requirements for an offer in response to this Solicitation. Potential Contractor must use the completed Qualifications Evidence Guide (Attachment A), as a table of contents to organize and reference the supporting documentation for this portion of the Solicitation response. 4.3. Response Prohibitions. An offer in response to this Solicitation MUST NOT:

• Include the Potential Contractor's own contract terms and conditions;
• Restrict the rights of the State or otherwise qualify either the offer to deliver services as

required by this Solicitation; or

• Include, for consideration in this procurement process or subsequent contract

negotiations, incorrect information that the Potential Contractor knew or should have known was materially incorrect. 4.4. Response Delivery. No later than the Response Deadline (refer to section 3, above), a Potential Contractor must deliver to the State ALL documentation required in the Qualifications Evidence Guide in response to this Solicitation. It must be delivered to: Chad Butler, Assistant General Counsel Department of Commerce and Insurance Davy Crockett Tower, 12th Floor, Legal Division 500 James Robertson Parkway Nashville, Tennessee 37243 Email: ci.procurement@tn.gov 5. EVALUATION & CONTRACT AWARD An evaluation team of at least three (3) state employees will review the Qualifications Evidence Guide and any supporting documentation timely submitted. For a response to be acceptable and eligible for contract award, all evaluators must determine that the Qualifications Evidence Guide documents that the Potential Contractor submits meet the minimum requirements specified by this Solicitation and the Potential Contractor is, at least, minimally acceptable as a contractor for the subject services. 6. GENERAL INFORMATION & REQUIREMENTS 6.1. Nondiscrimination . No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of a Contract pursuant to this Solicitation or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, color, religion (subject to Tennessee Code Annotated, Sections 4-21-401 and 405), sex, national origin, or any other classification protected by federal, Tennessee state constitutional, or statutory law. The Contractor pursuant to this Solicitation shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. 6.2. Communications . Reference Solicitation # 33501-262514, in all communications relating to this Solicitation, and direct any such communications to the following person designated as the Solicitation Coordinator. 3 Chad Butler, Assistant General Counsel Department of Commerce and Insurance Davy Crockett Tower, 12th Floor, Legal Division 500 James Robertson Parkway Nashville, Tennessee 37243 Email: ci.procurement@tn.gov Unauthorized contact about this solicitation with other employees or officials of the State of Tennessee may result in disqualification from consideration as a contractor. Notwithstanding the foregoing, potential responders may also contact the following as appropriate: Staff of the Governor’s Office of Diversity Business Enterprise for assistance available to minority-owned, women-owned, and small businesses as well as general, public information relating to this solicitation; and The following individual designated by the State to coordinate compliance with the nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, and associated federal regulations: Maliaka Bass, Deputy General Counsel Department of Commerce and Insurance Davy Crocket Tower, Legal Division 500 James Robertson Parkway Nashville, Tennessee 37243 Email: Maliaka.bass@tn.gov Telephone: (615) 741-9594 Fax: (615) 741-4000 6.3. Conflict of Interest . The State shall not consider an offer from, and this Solicitation shall not result in a contract with: An individual who is, or within the past six (6) months has been, an employee of the State of Tennessee or who is a volunteer member of a State board or commission that votes for, lets out, overlooks, or in any manner superintends the services being procured in this Solicitation; A company, corporation, or any other contracting entity in which an ownership of two percent (2%) or more is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee (this will not apply either to financial interests that have been placed in a “blind trust” arrangement pursuant to which the employee does not have knowledge of the retention or disposition of such interests or to the ownership of publicly traded stocks or bonds where such ownership constitutes less than two percent (2%) of the total outstanding amount of the stocks or bonds of the issuing entity); A company, corporation, or any other contracting entity which employs an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee in a position that would allow the direct or indirect use or disclosure of information, which as obtained through or in connection with his or her employment and not made available to the general public, for the purpose of furthering the private interest or personal profit of any person; or, Any individual, company, or any other entity involved in assisting the State in the development, formulation, or drafting of this Solicitation or its scope of services (such person or entity being deemed by the State as having information that would afford an unfair advantage). For these purposes, the state will deem an individual to be an employee of the State of Tennessee until such time as all compensation for salary, termination pay, and annual leave has been paid. 6.4. Disclosure of Proposal Contents . All materials submitted to the State in response to this Solicitation become the property of the State of Tennessee. Selection for award does not affect this right. Upon completion of evaluations, indicated by the award notification (refer to Section 3, above), the full contents and associated documents submitted in response to this solicitation will be open for review by the public. By submitting an offer, a Potential Contractor acknowledges and accepts 4that the full contents and associated documents submitted in response to this solicitation will become open to public inspection. 6.5. Before the Contract resulting from this Solicitation is signed, the apparent successful Potential Contractor must be registered with the Department of Revenue for the collection of Tennessee sales and use tax or exempt from such registration. The State shall not approve a contact unless the Potential Contractor provides proof of such registration or proof of exemption. The foregoing is a mandatory requirement of an award of a contract pursuant to this Solicitation. 5Issuing Agent Solicitation 33501-262514 Solicitation Attachment A _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ QUALIFICATIONS EVIDENCE GUIDE The response to this Solicitation must address all items detailed below and provide, in sequence, the information and documentation as required (referenced with the associated item references). In addition to the items below, the State will review each response for compliance with all solicitation requirements, including but not limited to: The response must be delivered to the State no later than the Response Deadline The Qualifications Evidence must be submitted as required. The response must NOT contain any qualification, limitation, or other restrictions. POTENTIAL CONTRACTOR LEGAL ENTITY NAME Reference Item Signature- By signing in this column, Potential Contractor indicates affirmatively to the respective item or acknowledging that required information has been attached or otherwise included. A.1. Name: _____________________ Company Name: _____________________ E-mail Address: _____________________ Mailing Address: _____________________ _____________________ _____________________ _____________________ Telephone Number: __________________ Signature: _____________________ A.2. The Potential Contractor has included Solicitation Attachment B, Statement of Certifications and Assurances completed and signed by an individual empowered to bind Potential Contractor to the provisions of this Solicitation and any resulting contract. The document must be signed without exception or qualification. Signature: _____________________ A.3. Neither the Potential Contractor nor any individual who shall perform work under the contract has a possible conflict of interest ( e.g., employment by the State of Tennessee; relation by blood or marriage, financially associated with any official of the Department of Commerce and Insurance; or operates/works at a commercial or residential construction or electrician business ). If there is a possible conflict of interest, an explanation has been included below. Any questions of conflict of interest shall be solely within the discretion of the State, and the State reserves the right to reject any response or cancel any award. Signature: _____________________ 6 Explanation: A.4. Neither the Potential Contractor nor, to the Potential Contractor’s knowledge, any of the Potential Contractor’s employees, agents, independent contractors, or subcontractors, proposed to provide work on a contract pursuant to this Solicitation, have been convicted of, pled guilty to, or pled nolo contendere to any felony. If there has been any such conviction or plea, an explanation has been included below. Any issues relating to such a matter shall be solely within the discretion of the State, and the State reserves the right to reject any response or cancel any award. Signature: _____________________ Explanation: A.5. There is not any material, pending litigation that the Potential Contractor should reasonably believe could adversely affect its ability to meet contract requirements pursuant to this Solicitation or is likely to have a material adverse effect on the Potential Contractor’s financial condition. If such exists, list each separately below, explain the relevant details, and attach the opinion of counsel addressing whether and to what extent it would impair the Potential Contractor’s performance in a contract pursuant to this solicitation. Any issues relating to such a matter shall be solely within the discretion of the State, and the State reserves the right to reject any response or cancel any award. Signature: _____________________ Explanation: A.6. The Potential Contractor’s place of business is located in Tennessee or a state contiguous to Tennessee so that services provided hereunder are made available to citizens of the State of Tennessee. Signature: _____________________ 7A.7.The Potential Contractor and, to the Potential Contractor’s knowledge, any of the Potential Contractor’s employees, agents, independent contractors, or subcontractors, proposed to provide work on a contract pursuant to this solicitation, are at least 18 years of age. Signature: _____________________ A.8. Upon receipt of the appropriate fee, the Potential Contractor shall issue electrical and/or building permits to qualified individuals as set forth in Tenn. Comp. R. & Regs. 0780- 02-01 and 0780-02-23.Signature: _____________________ A.9. The Potential Contractor shall receive, make proper disposition, and account for all monies collected for electrical and/or building permits issued as directed by the State. Signature: _____________________ A.10. The Potential Contractor acknowledges that all cash fees collected from the sale of the electrical and building permits are State funds and, until remittance, shall be held in trust for the State. Signature: _____________________ A.11. The Potential Contractor has, and will, maintain a telephone with the capability for voice mail, and an email for the purpose of data transmission. Signature: _____________________ A.12. The Potential Contractor acknowledges by signing the contract that the Potential Contractor is not an electrical/building inspector employed by Federal, State, Local Government or private industry, or an immediate family member of an electrical/building inspector.Signature: _____________________ A.13. The Potential Contractor has included Solicitation Attachment C completed and signed by an individual empowered to bind Potential Contractor to the provisions of this Solicitation and any resulting contract.Signature: _____________________ 8Issuing Agents Solicitation 33501-262514 Solicitation Attachment B _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ STATEMENT OF CERTIFICATIONS AND ASSURANCES An individual legally empowered to contractually bind the Potential Contractor must complete and sign the Statement of Certifications and Assurances below as required, and this signed statement must be included with the response as required by the Solicitation Attachment A. ____________________________________________________________________________________ The Potential Contractor does, hereby, expressly affirm, declare, confirm, certify, and assure ALL of the following: 1. The Potential Contractor will comply with all provisions and requirements of the Solicitation. 2. The Potential Contractor will provide, for the total contract period, all services defined in the Scope of Services specified by the Pro Forma Contract attached to the Solicitation. 3. The Potential Contractor accepts and agrees, without qualification, to all terms and conditions set out by the Pro Forma Contract attached to the Solicitation. 4. The Potential Contractor acknowledges and agrees that a contract resulting from the Solicitation shall incorporate, by reference, the offer in response to the solicitation as a part of the contract. 5. The Potential Contractor will comply, as applicable, with: a) The laws of the State of Tennessee; b) Title VI of the federal Civil Rights Act of 1972; c) Title IX of the federal Education Amendments Act of 1972; d) The Equal Employment Opportunity Act and the regulations issued there under by the federal government. 6. To the knowledge of the undersigned, the information detailed within the response to the Solicitation is accurate. 7. The response submitted to the Solicitation was independently prepared, without collusion, under penalty of perjury. 8. No amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Potential Contractor in connection with the Solicitation or any resulting contract. By signature below, the signatory certifies legal authority to bind the proposing entity to the provisions of this solicitation and any contract awarded pursuant to it. The State may, at its sole discretion and at any time, require evidence documenting the signatory’s authority to legally bind the proposing entity. SIGNATURE & DATE: ________________________________________________________ PRINTED NAME & TITLE: ________________________________________________________ LEGAL ENTITY NAME: ________________________________________________________ FEIN or SSN: ________________________________________________________ DO NOT SIGN THIS DOCUMENT IF YOU ARE NOT LEGALLY AUTHORIZED TO BIND THE INDIVIDUAL OR ENTITY MAKING AN OFFER IN RESPONSE TO THE SUBJECT SOLICITATION 9Issuing Agent Solicitation 33501-262514 Solicitation Attachment C _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ ELECTRICALANDRESIDENTIALBUILDINGPERMITISSUEAGENTAPPLICATIONS An individual legally empowered to contractually bind the Offeror must complete and sign the Electrical Permit Issue Agent Application and/or the Residential Building Permit Issue Agent Application below as required, and this signed statement must be included with the offer as required by the Qualifications Evidence Guide, Attachment A. Potential Contractor only needs to sign the application(s) for the type of permit it wants to sell. 10 STATE OF TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE DIVISION OF FIRE PREVENTION CONTRACT INSPECTION SERVICES SECTION 500 JAMES ROBERTSON PARKWAY NASHVILLE, TENNESSEE 37243 Phone (615) 741-7170 Fax (615) 253-4895 APPLICATION FOR ELECTRICAL PERMIT ISSUE AGENT Name: (Company/Organization Name if Applicable) _ _______________________________ Type of Business/Organization: _ ______________________________________ (if applicable) Mail Address: ________________________________________________ Phone Number: Business Address: ________________________________________________ (Address where Permits will be issued) ________________________________________________ Email Address: _____________________________________________ TN Sales Tax Number: ________________________________________________ Federal ID Number: ________________________________________________ Social Security Number: ________________________________________________ (Required if Individual) The potential issue agent certifies by signing this application that: the potential issue agent’s place of business is located in Tennessee or a state contiguous to Tennessee in order to provide his or her services to the citizens of the state of Tennessee; and the potential issue agent is not a convicted felon; and the potential issue agent is not an electrical inspector approved by the state or employed by federal, state, or local government, or private industry; and the potential issue agent is at least eighteen (18) years of age; or the potential issue agent is a governmental entity or an electrical cooperative. I/We hereby make application to be appointed an Electrical Permit Issue Agent with the State of Tennessee, Department of Commerce and Insurance. Signature: ____________________________________________________ Date: ______________ 11 STATE OF TENNESSEE DEPARTMENT OF COMMERCE AND INSURANCE DIVISION OF FIRE PREVENTION CONTRACT INSPECTION SERVICES SECTION 500 JAMES ROBERTSON PARKWAY NASHVILLE, TENNESSEE 37243 Phone (615) 741-7170 Fax (615) 253-4895 APPLICATION FOR RESIDENTIAL BUILDING PERMIT ISSUE AGENT Name: (Company/Organization Name if Applicable) _ _______________________________ Type of Business/Organization: _ ______________________________________ (if applicable) Mail Address: ________________________________________________ Phone Number: Business Address: ________________________________________________ (Address where Permits will be issued) ________________________________________________ Email Address: _____________________________________________ TN Sales Tax Number: ________________________________________________ Federal ID Number: ________________________________________________ Social Security Number: ________________________________________________ (Required if Individual) The potential issue agent certifies by signing this application that: the potential issue agent’s place of business is located in Tennessee or a state contiguous to Tennessee in order to provide his or her services to the citizens of the state of Tennessee; and the potential issue agent is not a convicted felon; and the potential issue agent is not a building inspector approved by the state or employed by federal, state, or local government, or private industry; and the potential issue agent is at least eighteen (18) years of age; or the potential issue agent is a governmental entity. I/We hereby make application to be appointed a Residential Building Permit Issue Agent with the State of Tennessee, Department of Commerce and Insurance. Signature: ____________________________________________________ Date: ______________ 12 Issuing Agent Solicitation 33501-262514 Solicitation Attachment D COMMERCIAL CONTRACTOR PRO FORMA CONTRACT The Pro Forma contract detailed in the following pages of this attachment contains some “blanks,” signified by red text, that will be filled in after the Solicitation has been evaluated and a contract awarded. 10.31.24 FA CONTRACT (fee-for-goods or services contract with an individual, business, non-profit, or governmental entity of another state) Begin Date End Date Agency Tracking # Edison Record ID June 30, 2030 Contractor Legal Entity Name Edison Vendor ID Goods or Services Caption (one line only) Issuance of State electrical and/or building permits Contractor Assistance Listing Number# Contractor Funding — FY State Federal Interdepartmental Other TOTAL Contract Amount 2026 2027 2028 2029 2030 TOTAL: Contractor Ownership Characteristics: Minority Business Enterprise (MBE): African American Asian American Hispanic American Native American Woman Business Enterprise (WBE) Tennessee Service Disabled Veteran Enterprise (SDVBE) Disabled Owned Business (DSBE) Tennessee Small Business Enterprise (SBE): $10,000,000.00 averaged over a three (3) year period or employs no more than ninety-nine (99) employees. Government Non-Minority/Disadvantaged Other: Selection Method & Process Summary (mark the correct response to confirm the associated summary) Competitive Selection This contract resulted from a competitive procurement pursuant to authority delegated by the Central Procurement Office in accordance with Tenn. Comp. R. & Regs. Rule 0690-03-01-.04 and Rule 0690-03-01-05(4). Other Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations. Speed Chart (optional) Account Code (optional) 10.31.24 FA 1 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF COMMERCE AND INSURANCE AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of Commerce and Insurance (“State”) and Contractor Legal Entity Name (“Contractor”), is for the issuance of State electrical and/or building permits, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract. The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company . Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number A. SCOPE: A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract. A.2. Before issuing any electrical or building permits, the Contractor shall provide, on a declaration form provided by the State, the amount the Contractor will charge for their issuing agent fee, as permitted by Tenn. Comp. R. & Regs. 0780-02-01 and/or Tenn. Comp. R. & Regs. 0780-02-23. Changes to the issuing agent fee shall be made in writing, on the appropriate form, submitted, and approved by the State prior to the issuing agent fee change. A.3. The Contractor shall collect a permit fee for each electrical and/or building permit issued, in accordance with the amounts specified by Tenn. Comp. R. & Regs. 0780-02-01 and Tenn. Comp. R. & Regs. 0780-02-23. A.4. The Contractor acknowledges that all fees (both permit and issuing agent fees) collected from the sale of electrical and/or building permits are State funds and shall be remitted in whole to the State. The State shall reimburse the issuing agent fee to the Contractor once the State confirms all monthly funds have been collected by the State. The Contractor shall receive, make proper disposition, and account for all monies collected for electrical and/or building permits issued as follows: a. The Contractor shall manually enter the appropriate payment information (electronic check, credit/debit card, or cash) directly into the online portal provided by the State. If fees are paid in cash by the permit applicant, the State will send an invoice to the Contractor at the end of the month noting the amount of funds that are due to the State. Contractor shall send the invoiced State funds (both permit fee and issuing agent fee) to the State. The State will reimburse the Contractor’s issuing agent fee. b. If the Contractor does not have internet capabilities, the Contractor shall obtain written approval from the Director of the Electrical, Residential, and Marina Section (hereinafter referred to as “Director”) to issue electrical and/or building permits. Contractor shall be responsible for collecting all State funds (both permit and issuing agent fee). The Contractor shall send all collected State funds to the address listed on the State-provided monthly invoice. Once all State funds are received, the State will reimburse the Contractor’s issuing agent fee. c. The Contractor shall not store, save, or keep a permit applicant’s payment information. All payment information shall be immediately entered into the online portal. The Contractor agrees and understands that storing, saving, or keeping a permit applicant’s payment information shall constitute grounds for immediate termination of this Contract. d. The Contractor shall not issue refunds on electrical and/or building permits. If a refund is requested, the Contractor shall direct the permit applicant to contact the State directly. 10.31.24 FA 2 A.5. Upon receipt of the appropriate permit and issuing agent fees, the Contractor shall issue electrical and/or building permits to qualified individuals as determined in Tenn. Comp. R. & Regs. 0780- 02-01 and Tenn. Comp. R. & Regs. 0780-02-23. A.6. Upon termination of the Contract, or amendment to the Contract terminating a specific issuing agent location (as provided under A.10.), the Contractor shall immediately return all State materials entrusted to the location by the State, including but not limited to, any outstanding State funds. A.7. The Contractor agrees to maintain compliance with the following standards: a. The Contractor’s place of business is located in Tennessee or a state contiguous to Tennessee, so that services provided hereunder are made available to citizens of Tennessee; b. The Contractor, and its designated employee(s), shall not have any convictions for felony offenses; c. The Contractor, and its designated employee(s), are at least eighteen (18) years of age; and d. In accordance with Tenn. Comp. R. & Regs. 0780-02-01 and Tenn. Comp. R. & Regs. 0780- 02-23, the Contractor, and its designated employee(s), are not immediate family of, or financially associated with, any official of the Department of Commerce and Insurance. A.8. For an Electrical Permit Issuing Agent, Contractor agrees by signing the Contract that the Contractor is not an electrical inspector employed by Federal, State, or Local Government; is not an immediate family member of a Federal, State, or Local Government electrical inspector; or does not own or operate an electrician business. A.9. For a Building Permit Issuing Agent, the Contractor agrees by signing the Contract that the Contractor is not a State Deputy Building Inspector; is not an immediate family member of a State Deputy Building Inspector; or does not own/operate a construction business. A.10. Contractor may issue electrical and/or building permits from the following location(s): Location Name Location Point of Contact, Title Location Address Telephone # A.11. Contractor shall possess and maintain internet service and a computer or tablet with internet browser capabilities, or other similar technology approved by the State, which allows for accessing the State’s online portal. Contractor shall also possess and maintain equipment and materials to print permits or send permits via electronic mail. If the Contractor does not have access to internet capabilities, they shall obtain the appropriate approvals as set forth in Section A.4.b. A.12. Contractor is responsible for providing its own legal representation in all legal matters. The State does not represent the Contractor. If the Contractor becomes party to a suit, relative to the services included in this Contract, Contractor shall notify the State within fourteen (14) calendar days of notification of the suit. A.13. The Contractor shall comply with and follow any applicable standard operating procedure(s) issued by the State. A.14. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its services. The services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge. 10.31.24 FA 3 Contractor represents and warrants that all services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry. If Contractor fails to provide the services as warranted, then Contractor will re-provide the services at no additional charge. If Contractor is unable or unwilling to re-provide the services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law. A.15. Inspection and Acceptance. The State shall have the right to inspect all services provided by Contractor under this Contract. If, upon inspection, the State determines that the services are Defective, the State shall notify Contractor, and Contractor shall provide the services at no additional cost to the State. If after a period of thirty (30) days following performance of services the State does not provide a notice of any Defects, the services shall be deemed to have been accepted by the State. B. TERM OF CONTRACT: This Contract shall be effective for the period beginning on Date (“Effective Date”) and ending on June 30, 2030, (“Term”). The State shall have no obligation for goods delivered or services provided by the Contractor prior to the Effective Date. C. PAYMENT TERMS AND CONDITIONS: C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Written Dollar Amount ($Number) (“Maximum Liability”). This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract. C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor. C.3. Payment Methodology. Upon receipt by the State of the permit fee(s) and issuing agent fee(s), the State shall reimburse the Contractor’s issuing agent fee on a monthly basis. The issuing agent fee is set by the declaratory form provided by the State to the Contractor, as set forth in Section A.2. Issuing agent fees shall not exceed the amounts in the table below. a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A. b. The Contractor shall be compensated based upon the following payment methodology: Goods or Services Description Amount (per compensable increment) Issuing Agent Fee for Electrical Permits Up to $5.00 per permit Issuing Agent Fee for Building Permits Up to $15.00 per permit 10.31.24 FA 4 C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel time, travel expenses, meals, or lodging. C.5. Invoice Requirements. The State shall invoice Contractor for permit and issuing agent fees paid in cash to the Contractor and for the amount stipulated in Section C.3. above. Invoices shall be presented monthly to: Contractor Location Billing Address(es) Contractor shall submit the State invoice and cash payments to the following address: Department of Commerce and Insurance Attention: Accounts Payable 500 James Robertson Parkway Nashville, Tennessee 37243 C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or other matter. A payment by the State shall not be construed as acceptance of goods delivered, any part of the services provided, or as approval of any amount invoiced. C.7. Retention of Reimbursement. The monthly reimbursement of issuing agent fees may be withheld by the State until all State funds (permit and issuing agent fees) have been remitted under this Contract. Once all State funds have been received by the State, the State shall release reimbursement to the Contractor. C.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. D. MANDATORY TERMS AND CONDITIONS: D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval. D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party. The State: 10.31.24 FA 5 State of Tennessee - Department of Commerce and Insurance Division of Fire Prevention - Residential/Electrical Contract Inspections 500 James Robertson Parkway Nashville, Tennessee 37243-0577 Phone: (615) 741-7170 Email: SFMO.permits-licensing@tn.gov The Contractor: Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required. D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials. D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination date. Should the State exercise its right to terminate this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount. D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract. D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”), the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract. D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract. 10.31.24 FA 6 D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract. The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee. D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract. a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment A, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request. b. Prior to the use of any subcontractor in the performance of this Contract, and semi- annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontractors shall be maintained by the Contractor and made available to State officials upon request. c. The Contractor shall maintain records for all personnel used in the performance of this Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State. d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date. e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract. D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under 10.31.24 FA 7 this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles. D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives. D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested. D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties. D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party. D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees. D.17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this Contract. In no event will the State be liable to the Contractor or any other party for any lost revenues, lost profits, loss of business, decrease in the value of any securities or cash position, time, goodwill, or any indirect, special, incidental, punitive, exemplary or consequential damages of any nature, whether based on warranty, contract, statute, regulation, tort (including but not limited to negligence), or any other legal theory that may arise under this Contract or otherwise. The State’s total liability under this Contract (including any exhibits, schedules, amendments or other attachments to the Contract) or otherwise shall under no circumstances exceed the Maximum Liability. This limitation of liability is cumulative and not per incident. D.18. Limitation of Contractor’s Liability. In accordance with Tenn. Code Ann. § 12-3-701, the Contractor’s liability for all claims arising under this Contract shall be limited to an amount equal to two (2) times the Maximum Liability amount detailed in Section C.1. and as may be amended, PROVIDED THAT in no event shall this Section limit the liability of the Contractor for: (i) intellectual property or any Contractor indemnity obligations for infringement for third-party intellectual property rights; (ii) any claims covered by any specific provision in the Contract providing for liquidated damages; or (iii) any claims for intentional torts, criminal acts, fraudulent conduct, or acts or omissions that result in personal injuries or death. For clarity, except as otherwise expressly set forth in this Section, Contractor’s indemnification obligations and other remedies available under this Contract are subject to the limitations on liability set forth in this Section. D.19. Hold Harmless. The Contractor agrees to indemnify and hold harmless the State of Tennessee as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on 10.31.24 FA 8 the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys’ fees, court costs, expert witness fees, and other litigation expenses for the State to enforce the terms of this Contract. In the event of any suit or claim, the Parties shall give each other immediate notice and provide all necessary assistance to respond. The failure of the State to give notice shall only relieve the Contractor of its obligations under this Section to the extent that the Contractor can demonstrate actual prejudice arising from the failure to give notice. This Section shall not grant the Contractor, through its attorneys, the right to represent the State in any legal matter, as the right to represent the State is governed by Tenn. Code Ann. § 8-6-106. D.20. HIPAA Compliance. As applicable, the State and Contractor shall comply with obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Health Information Technology for Economic and Clinical Health (“HITECH”) Act and any other relevant laws and regulations regarding privacy (collectively the “Privacy Rules”). The obligations set forth in this Section shall survive the termination of this Contract. a. Contractor warrants to the State that it is familiar with the requirements of the Privacy Rules, and will comply with all applicable requirements in the course of this Contract. b. Contractor warrants that it will cooperate with the State, including cooperation and coordination with State privacy officials and other compliance officers required by the Privacy Rules, in the course of performance of the Contract so that both parties will be in compliance with the Privacy Rules. c. The State and the Contractor will sign documents, including but not limited to business associate agreements, as required by the Privacy Rules and that are reasonably necessary to keep the State and Contractor in compliance with the Privacy Rules. This provision shall not apply if information received or delivered by the parties under this Contract is NOT “protected health information” as defined by the Privacy Rules, or if the Privacy Rules permit the parties to receive or deliver the information without entering into a business associate agreement or signing another document. d. The Contractor will indemnify the State and hold it harmless for any violation by the Contractor or its subcontractors of the Privacy Rules. This includes the costs of responding to a breach of protected health information, the costs of responding to a government enforcement action related to the breach, and any fines, penalties, or damages paid by the State because of the violation. D.21. Tennessee Consolidated Retirement System. Subject to statutory exceptions contained in Tenn. Code Ann. §§ 8-36-801, et seq., the law governing the Tennessee Consolidated Retirement System (“TCRS”), provides that if a retired member of TCRS, or of any superseded system administered by TCRS, or of any local retirement fund established under Tenn. Code Ann. §§ 8- 35-101, et seq., accepts State employment, the member's retirement allowance is suspended during the period of the employment. Accordingly and notwithstanding any provision of this Contract to the contrary, the Contractor agrees that if it is later determined that the true nature of the working relationship between the Contractor and the State under this Contract is that of “employee/employer” and not that of an independent contractor, the Contractor, if a retired member of TCRS, may be required to repay to TCRS the amount of retirement benefits the Contractor received from TCRS during the Term. D.22. Tennessee Department of Revenue Registration. The Contractor shall comply with all applicable registration requirements contained in Tenn. Code Ann. §§ 67-6-601 – 608. Compliance with applicable registration requirements is a material requirement of this Contract. D.23. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it, its current and future principals, its current and future subcontractors and their principals: 10.31.24 FA 9 a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department or agency; b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or grant under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property; c. are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses detailed in section b. of this certification; and d. have not within a three (3) year period preceding this Contract had one or more public transactions (federal, state, or local) terminated for cause or default. The Contractor shall provide immediate written notice to the State if at any time it learns that there was an earlier failure to disclose information or that due to changed circumstances, its principals or the principals of its subcontractors are excluded, disqualified, or presently fall under any of the prohibitions of sections a-d. D.24. Force Majeure. “Force Majeure Event” means fire, flood, earthquake, elements of nature or acts of God, wars, riots, civil disorders, rebellions or revolutions, acts of terrorism or any other similar cause beyond the reasonable control of the Party except to the extent that the non-performing Party is at fault in failing to prevent or causing the default or delay, and provided that the default or delay cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or labor dispute shall not excuse either Party from its obligations under this Contract. Except as set forth in this Section, any failure or delay by a Party in the performance of its obligations under this Contract arising from a Force Majeure Event is not a default under this Contract or grounds for termination. The non-performing Party will be excused from performing those obligations directly affected by the Force Majeure Event, and only for as long as the Force Majeure Event continues, provided that the Party continues to use diligent, good faith efforts to resume performance without delay. The occurrence of a Force Majeure Event affecting Contractor’s representatives, suppliers, subcontractors, customers or business apart from this Contract is not a Force Majeure Event under this Contract. Contractor will promptly notify the State of any delay caused by a Force Majeure Event (to be confirmed in a written notice to the State within one (1) day of the inception of the delay) that a Force Majeure Event has occurred, and will describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event results in a delay in Contractor’s performance longer than forty-eight (48) hours, the State may, upon notice to Contractor: (a) cease payment of the fees for the affected obligations until Contractor resumes performance of the affected obligations; or (b) immediately terminate this Contract or any purchase order, in whole or in part, without further payment except for fees then due and payable. Contractor will not increase its charges under this Contract or charge the State any fees other than those provided for in this Contract as the result of a Force Majeure Event. D.25. State and Federal Compliance. The Contractor shall comply with all State and federal laws and regulations applicable to Contractor in the Contractor’s performance of this Contract. D.26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict or choice of law rules. The Tennessee Claims Commission or the state or federal courts in Tennessee shall be the venue for all claims, disputes, or disagreements arising under this Contract. The Contractor acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Contract shall be subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-101 - 408. 10.31.24 FA 10 D.27. Entire Agreement. This Contract is complete and contains the entire understanding between the Parties relating to its subject matter, including all the terms and conditions of the Parties’ agreement. This Contract supersedes any and all prior understandings, representations, negotiations, and agreements between the Parties, whether written or oral. D.28. Severability. If any terms and conditions of this Contract are held to be invalid or unenforceable as a matter of law, the other terms and conditions of this Contract shall not be affected and shall remain in full force and effect. The terms and conditions of this Contract are severable. D.29. Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract. D.30. Incorporation of Additional Documents. Each of the following documents is included as a part of this Contract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s duties, responsibilities, and performance under this Contract, these items shall govern in order of precedence below: a. any amendment to this Contract, with the latter in time controlling over any earlier amendments; b. this Contract with any attachments or exhibits (excluding the items listed at subsections c. through f., below), which includes Attachment A; c. any clarifications of or addenda to the Contractor’s proposal seeking this Contract; d. the State solicitation, as may be amended, requesting responses in competition for this Contract; e. any technical specifications provided to proposers during the procurement process to award this Contract; and f. the Contractor’s response seeking this Contract. D.31. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12-12-101, et seq., addressing contracting with persons as defined at Tenn. Code Ann. §12-12-103(5) that engage in investment activities in Iran, shall be a material provision of this Contract. The Contractor certifies, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. § 12-12-106. D.32. Insurance. Contractor shall maintain insurance coverage as specified in this Section. The State reserves the right to amend or require additional insurance coverage, coverage amounts, and endorsements required under this Contract. The State reserves the right to require complete copies of all required insurance policies, including endorsements required by these specifications, at any time. If Contractor loses insurance coverage, fails to renew coverage, or for any reason becomes uninsured during the Term, Contractor shall immediately notify the State. The insurance obligations under this Contract shall be: 1—all the insurance coverage and policy limits carried by or available to the Contractor; or 2—the minimum insurance coverage requirements and policy limits shown in this Contract; whichever is greater. Any insurance proceeds or policies in excess of or broader than the minimum required coverage and minimum required policy limits, which are applicable to a given loss, shall be available to the State. No representation is made that the minimum insurance requirements of the Contract are sufficient to cover the obligations of the Contractor under this Contract. The Contractor shall obtain and maintain, at a minimum, the following insurance coverage(s) and policy limits. a. Automobile Liability Insurance 1) In the event that the Contractor (1) owns, leases, or otherwise operates an automotive vehicle and (2) intends to use such vehicle in furtherance of their Contractual duties or for regular or periodic transportation onto State property for the purposes of performing the Contractor’s duties under the Terms of this Contract, then the Contractor shall provide to the State proof of the Contractor’s automobile liability insurance policy. Such automobile liability insurance policy shall maintain limits not less than the minimum liability limits established by the relevant authority 10.31.24 FA 11 under which said vehicle is licensed. Such verification is required whether or not the State intends to reimburse the Contractor for mileage. 2) If the Contractor DOES NOT (1) own, lease, or otherwise operate an automotive vehicle or (2) WILL NOT operate or otherwise employ a personal vehicle in furtherance of their contractual duties or for regular or periodic transportation onto State property for the purposes of performing the Contractor’s duties under the Terms of this Contract, then the Contractor shall provide to the State a letter signed by the Contractor certifying as to the above. In the event that such situation changes over the course of the Term of this Contract as described in provision 1) above, the Contractor shall inform the State and provide proof of automobile liability insurance before such time as the Contractor shall use such vehicle in furtherance of their Contractual duties or for regular or periodic transportation onto State property for the purposes of performing the Contractor’s duties under the Terms of this Contract. b. Workers’ Compensation and Employer Liability Insurance 1) For Contractors statutorily required to carry workers’ compensation and employer liability insurance, the Contractor shall maintain: i. Workers’ compensation and employer liability insurance in the amounts required by appropriate state statutes. 2) 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: i. The Contractor employs fewer than five (5) employees; ii. The Contractor is a sole proprietor; iii. The Contractor is in the construction business or trades with no employees; iv. The Contractor is in the coal mining industry with no employees; v. The Contractor is a state or local government; or vi. The Contractor self-insures its workers’ compensation and is in compliance with the TDCI rules and Tenn. Code Ann. § 50-6-405. D.33. 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. D.34. Confidentiality of Records. Strict standards of confidentiality of records and information shall be maintained in accordance with applicable state and federal law. All material and information, regardless of form, medium or method of communication, provided to the Contractor by the State or acquired by the Contractor on behalf of the State that is regarded as confidential under state or federal law shall be regarded as “Confidential Information.” 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 or permitted under state or federal law. Contractor shall take all necessary steps to safeguard the 10.31.24 FA 12 confidentiality of such material or information in conformance with applicable state and federal law. The obligations set forth in this Section shall survive the termination of this Contract. D.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. D.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. E. SPECIAL TERMS AND CONDITIONS: E.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. E.2. Contractor Commitment to Diversity. The Contractor shall comply with and make reasonable business efforts to exceed the commitment to diversity represented by the Contractor’s Response to Solicitation # 33501-262514 and resulting in this Contract. The Contractor shall assist the State in monitoring the Contractor’s performance of this commitment by providing, as requested, a monthly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, service- disabled veterans, and persons with disabilities. Such reports shall be provided to the State of Tennessee Governor's Office of Diversity Business Enterprise in the TN Diversity Software available online at: https://tn.diversitysoftware.com/FrontEnd/StartCertification.asp?TN=tn&XID=9810 . E.3. State Furnished Property. The Contractor shall be responsible for the correct use, maintenance, and protection of all articles of nonexpendable, tangible personal property furnished by the State for the Contractor’s use under this Contract. Upon termination of this Contract, all property furnished by the State shall be returned to the State in the same condition as when received, less ordinary wear and tear. Should the property be destroyed, lost, or stolen, the Contractor shall be responsible to the State for the fair market value of the property at the time of loss. E.4. 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. 10.31.24 FA 13 IN WITNESS WHEREOF, CONTRACTOR LEGAL ENTITY NAME : CONTRACTOR SIGNATURE DATE PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above) DEPARTMENT OF COMMERCE AND INSURANCE: CARTER LAWRENCE, COMMISSIONER DATE 10.31.24 FA ATTACHMENT A ATTESTATION RE PERSONNEL USED IN CONTRACT PERFORMANCE SUBJECT CONTRACT NUMBER: CONTRACTOR LEGAL ENTITY NAME: EDISON VENDOR IDENTIFICATION NUMBER: The Contractor, identified above, does hereby attest, certify, warrant, and assure 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. CONTRACTOR SIGNATURE NOTICE: This attestation MUST be signed by an individual empowered to contractually bind the Contractor. Attach evidence documenting the individual’s authority to contractually bind the Contractor, unless the signatory is the Contractor’s chief executive or president. PRINTED NAME AND TITLE OF SIGNATORY DATE OF ATTESTATION 13 Issuing Agent Solicitation 33501-262514 Solicitation Attachment E GOVERNMENT CONTRACTOR PRO FORMA CONTRACT The Pro Forma contract detailed in the following pages of this attachment contains some “blanks,” signified by red text, that will be filled in after the solicitation has been evaluated and a contract awarded. 01-19-23 GU CONTRACT (fee-for-service contract with a federal or Tennessee local or quasi-governmental entity) Begin Date End Date Agency Tracking # Edison Record ID June 30, 2030 - Contractor Legal Entity Name Edison Vendor ID Subrecipient or Vendor Assistance Listing Number Subrecipient Vendor Service Caption (one line only) Issuance of State electrical and/or building permits Funding — FY State Federal Interdepartmental Other TOTAL Contract Amount 2026 2027 2028 2029 2030 TOTAL: American Recovery and Reinvestment Act (ARRA) Funding: YES NO Budget Officer Confirmation: There is a balance in the appropriation from which obligations hereunder are required to be paid that is not already encumbered to pay other obligations. CPO USE - GU Speed Chart (optional) Account Code (optional) 01-19-23 GU 2 CONTRACT BETWEEN THE STATE OF TENNESSEE, DEPARTMENT OF COMMERCE AND INSURANCE AND CONTRACTOR NAME This Contract, by and between the State of Tennessee, Department of Commerce and Insurance, hereinafter referred to as the “State” and Contractor Legal Entity Name , hereinafter referred to as the “Contractor,” is for the issuance of State electrical and/or building permits, as further defined in the "SCOPE OF SERVICES." Contractor Edison Registration ID # Number A. SCOPE OF SERVICES: A.1. The Contractor shall provide all service and deliverables as required, described, and detailed herein and shall meet all service and delivery timelines as specified by this Contract. A.2. Before issuing any electrical or building permits, the Contractor shall provide, on a declaration form provided by the State, the amount the Contractor will charge for its issuing agent fee, as permitted by Tenn. Comp. R. & Regs. 0780-02-01 and/or Tenn. Comp. R. & Regs. 0780-02-23. Changes to the issuing agent fee shall be made in writing, on the appropriate form, submitted, and approved by the State prior to the issuing agent fee change. A.3. The Contractor shall collect a permit fee for each electrical and/or building permit issued, in accordance with the amounts specified by Tenn. Comp. R. & Regs. 0780-02-01 and Tenn. Comp. R. & Regs. 0780-02-23. A.4. The Contractor acknowledges that all fees (both permit and issuing agent fees) collected from the sale of electrical and/or building permits are State funds and shall be remitted in whole to the State. The State shall reimburse the issuing agent fee to the Contractor once the State confirms all monthly funds have been collected by the State. The Contractor shall receive, make proper disposition, and account for all monies collected for electrical and/or building permits issued as follows: a. The Contractor shall manually enter the appropriate payment information (electronic check, credit/debit card, or cash) directly into the online portal provided by the State. If fees are paid in cash by the permit applicant, the State will send an invoice to the Contractor at the end of the month noting the amount of funds that are due to the State. Contractor shall send the invoiced State funds (both permit fee and issuing agent fee) to the State. The State will reimburse the Contractor’s issuing agent fee. b. If the Contractor does not have internet capabilities, the Contractor shall obtain written approval from the Director of the Electrical, Residential, and Marina Section (hereinafter referred to as “Director”) to issue electrical and/or building permits. Contractor shall be responsible for collecting all State funds (both permit and issuing agent fee). The Contractor shall send all collected State funds to the address listed on the State-provided monthly invoice. Once all State funds are received, the State will reimburse the Contractor’s issuing agent fee. c. The Contractor shall not store, save, or keep a permit applicant’s payment information. All payment information shall be immediately entered into the online portal. The Contractor agrees and understands that storing, saving, or keeping a permit applicant’s payment information shall constitute grounds for immediate termination of this Contract. d. The Contractor shall not issue refunds on electrical and/or building permits. If a refund is requested, the Contractor shall direct the permit applicant to contact the State directly. A.5. Upon receipt of the appropriate permit and issuing agent fees, the Contractor shall issue electrical and/or building permits to qualified individuals as determined in Tenn. Comp. R. & Regs. 0780- 02-01 and Tenn. Comp. R. & Regs. 0780-02-23. 01-19-23 GU 3 A.6. Upon termination of the Contract, or amendment to the Contract terminating a specific issuing agent location (as provided under A.10.), the Contractor shall immediately return all State materials entrusted to the location by the State, including but not limited to, any outstanding State funds. A.7. The Contractor agrees to maintain compliance with the following standards: a. The Contractor’s place of business is located in Tennessee or a state contiguous to Tennessee, so that services provided hereunder are made available to citizens of Tennessee; b. The Contractor, and its designated employee(s), shall not have any convictions for felony offenses; c. The Contractor, and its designated employee(s), are at least eighteen (18) years of age; and d. In accordance with Tenn. Comp. R. & Regs. 0780-02-01 and Tenn. Comp. R. & Regs. 0780- 02-23, the Contractor, and its designated employee(s), are not immediate family of, or financially associated with, any official of the Department of Commerce and Insurance. A.8. For an Electrical Permit Issuing Agent, Contractor agrees by signing the Contract that the Contractor is not an electrical inspector employed by Federal, State, or Local Government; is not an immediate family member of a Federal, State, or Local Government electrical inspector; or does not own or operate an electrician business. A.9. For a Building Permit Issuing Agent, the Contractor agrees by signing the Contract that the Contractor is not a State Deputy Building Inspector; is not an immediate family member of a State Deputy Building Inspector; or does not own/operate a construction business. A.10. Contractor may issue electrical and/or building permits from the following location(s): Location Name Location Point of Contact, Title Location Address Telephone # A.11. Contractor shall possess and maintain internet service and a computer or tablet with internet browser capabilities, or other similar technology approved by the State, which allows for accessing the State’s online portal. Contractor shall also possess and maintain equipment and materials to print permits or send permits via electronic mail. If the Contractor does not have access to internet capabilities, it shall obtain the appropriate approvals as set forth in Section A.4.b. A.12. Contractor is responsible for providing its own legal representation in all legal matters. The State does not represent the Contractor. If the Contractor becomes party to a suit, relative to the services included in this Contract, Contractor shall notify the State within fourteen (14) calendar days of notification of the suit. A.13. The Contractor shall comply with and follow any applicable standard operating procedure(s) issued by the State. B. TERM OF CONTRACT: This Contract shall be effective on DATE (“Effective Date”), and ending on June 30, 2030, (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date. C. PAYMENT TERMS AND CONDITIONS: C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed Written Dollar Amount ($Number). The payment rates in section C.3 shall constitute the entire compensation due the Contractor for all service and Contractor obligations hereunder regardless of the difficulty, materials or equipment required. The payment rates include, but are not limited to, all applicable taxes, fees, overheads, and all other direct and indirect costs incurred or to be incurred by the Contractor. 01-19-23 GU 4 The Contractor is not entitled to be paid the maximum liability for any period under the Contract or any extensions of the Contract for work not requested by the State. The maximum liability represents available funds for payment to the Contractor and does not guarantee payment of any such funds to the Contractor under this Contract unless the State requests work and the Contractor performs said work. In which case, the Contractor shall be paid in accordance with the payment rates detailed in section C.3. The State is under no obligation to request work from the Contractor in any specific dollar amounts or to request any work at all from the Contractor during any period of this Contract. C.2. Compensation Firm. The payment rates and the maximum liability of the State under this Contract are firm for the duration of the Contract and are not subject to escalation for any reason unless amended. C.3. Payment Methodology. Upon receipt by the State of the permit fee(s) and issuing agent fee(s), the State shall reimburse the Contractor’s issuing agent fee on a monthly basis. The issuing agent fee is set by the declaratory form provided by the State to the Contractor, as set forth in Section A.2. Issuing agent fees shall not exceed the amounts in the table below. a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A. b. The Contractor shall be compensated based upon the following payment methodology: Goods or Services Description Amount (per compensable increment) Issuing Agent Fee for Electrical Permits Up to $5.00 per permit Issuing Agent Fee for Building Permits Up to $15.00 per permit C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel, meals, or lodging. C.5. Invoice Requirements. The State shall invoice Contractor for permit and issuing agent fees paid in cash to the Contractor and for the amount stipulated in Section C.3. above. Invoices shall be presented monthly to: Contractor Billing Address(es) Contractor shall submit the State invoice and cash payments to the following address: Department of Commerce and Insurance Attention: Accounts Payable 500 James Robertson Parkway Nashville, Tennessee 37243 C.6. Payment of Invoice. A payment by the State shall not prejudice the State's right to object to or question any payment, invoice, or matter in relation thereto. A payment by the State shall not be construed as acceptance of any part of the work or service provided or as approval of any amount invoiced. C.7. Retention of Reimbursement. The monthly reimbursement of issuing agent fees may be withheld by the State until all State funds (permit and issuing agent fees) have been remitted under this Contract. Once all State funds have been received by the State, the State shall release reimbursement to the Contractor. 01-19-23 GU 5 C.8. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following documentation properly completed. a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form. The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information. D. STANDARD TERMS AND CONDITIONS: D.1. Required Approvals. The State is not bound by this Contract until it is signed by the contract parties and approved by appropriate officials in accordance with applicable Tennessee laws and regulations (depending upon the specifics of this contract, said officials may include, but are not limited to, the Commissioner of Finance and Administration, the Commissioner of Human Resources, and the Comptroller of the Treasury). D.2. Modification and Amendment. This Contract may be modified only by a written amendment signed by all parties hereto and approved by both the officials who approved the base contract and, depending upon the specifics of the contract as amended, any additional officials required by Tennessee laws and regulations (said officials may include, but are not limited to, the Commissioner of Finance and Administration, the Commissioner of Human Resources, and the Comptroller of the Treasury). D.3. Termination for Convenience. The State may terminate this Contract without cause for any reason. Said termination shall not be deemed a breach of contract by the State. The State shall give the Contractor at least thirty (30) days written notice before the effective termination date. The Contractor shall be entitled to compensation for satisfactory, authorized service completed as of the termination date, but in no event shall the State be liable to the Contractor for compensation for any service which has not been rendered. Upon such termination, the Contractor shall have no right to any actual general, special, incidental, consequential, or any other damages whatsoever of any description or amount. D.4. 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 violates any terms of this Contract, the State shall have the right to immediately terminate the Contract and withhold payments in excess of fair compensation for completed services. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any breach of this Contract by the Contractor. D.5. Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the services performed under this Contract without obtaining the prior written approval of the State. If such subcontracts are approved by the State, each shall contain, at a minimum, sections of this Contract below pertaining to "Conflicts of Interest," "Nondiscrimination," and “Records” (as identified by the section headings). Notwithstanding any use of approved subcontractors, the Contractor shall be the prime contractor and shall be responsible for all work performed. D.6. Conflicts of Interest. The Contractor warrants that no part of the total Contract Amount shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed relative to this Contract. 01-19-23 GU 6 D.7. 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, color, religion, sex, national origin, or any other classification protected by Federal, Tennessee State constitutional, or statutory law. The Contractor shall, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. D.8. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, insofar as they relate to work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles. D.9. Prevailing Wage Rates. All contracts for construction, erection, or demolition or to install goods or materials that involve the expenditure of any funds derived from the State require compliance with the prevailing wage laws as provided in Tennessee Code Annotated , Section 12-4-401 et seq.. D.10. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives. D.11. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested. D.12. Strict Performance. Failure by any party to this Contract to insist in any one or more cases upon 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 such 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 hereto. D.13. Independent Contractor. The parties hereto, in the performance of this Contract, shall not act as employees, partners, joint venturers, or associates of one another. It is expressly acknowledged by the parties hereto that such parties are independent contracting entities and that nothing in this Contract shall be construed to create a employer/employee relationship or to allow either 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 shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The Contractor, being a Tennessee governmental entity, is governed by the provisions of the Tennessee Government Tort Liability Act, Tennessee Code Annotated , Sections 29-20-101 et seq., for causes of action sounding in tort. Further, no contract provision requiring a Tennessee political entity to indemnify or hold harmless the State beyond the liability imposed by law is enforceable because it appropriates public money and nullifies governmental immunity without the authorization of the General Assembly. D.14. State Liability. The State shall have no liability except as specifically provided in this Contract. D.15. Force Majeure. The obligations of the parties to this Contract are subject to prevention by causes beyond the parties’ control that could not be avoided by the exercise of due care including, but not limited to, natural disasters, riots, wars, epidemics, or any other similar cause. D.16. State and Federal Compliance. The Contractor shall comply with all applicable State and Federal laws and regulations in the performance of this Contract. 01-19-23 GU 7 D.17. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Tennessee. The Contractor agrees that it will be subject to the exclusive jurisdiction of the courts of the State of Tennessee in actions that may arise under this Contract. The Contractor acknowledges and agrees that any rights or claims against the State of Tennessee or its employees hereunder, and any remedies arising therefrom, shall be subject to and limited to those rights and remedies, if any, available under Tennessee Code Annotated , Sections 9-8-101 through 9-8-407. D.18. Completeness. This Contract is complete and contains the entire understanding between the parties relating to the subject matter contained herein, 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 relating hereto, whether written or oral. D.19. 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 hereof shall not be affected thereby and shall remain in full force and effect. To this end, the terms and conditions of this Contract are declared severable. D.20. Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract. D.21. Iran Divestment Act. The requirements of Tenn. Code Ann. § 12-12-101 et. seq., addressing contracting with persons as defined at T.C.A. §12-12-103(5) that engage in investment activities in Iran, shall be a material provision of this Contract. The Contractor certifies, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. § 12-12-106. D.22. Confidentiality of Records. Strict standards of confidentiality of records and information shall be maintained in accordance with applicable state and federal law. All material and information, regardless of form, medium or method of communication, provided to the Contractor by the State or acquired by the Contractor on behalf of the State that is regarded as confidential under state or federal law shall be regarded as “Confidential Information.” 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 or permitted under state or federal law. Contractor shall take all necessary steps to safeguard the confidentiality of such material or information in conformance with applicable state and federal law. The obligations set forth in this Section shall survive the termination of this Contract. E. SPECIAL TERMS AND CONDITIONS: E.1. Conflicting Terms and Conditions. Should any of these special terms and conditions conflict with any other terms and conditions of this Contract, these special terms and conditions shall control. E.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by EMAIL or facsimile transmission with recipient confirmation. Any such communications, regardless of method of transmission, shall be addressed to the respective party at the appropriate mailing address, facsimile number, or EMAIL address as set forth below or to that of such other party or address, as may be hereafter specified by written notice. The State: State of Tennessee - Department of Commerce and Insurance Division of Fire Prevention - Residential/Electrical Contract Inspections 01-19-23 GU 8 500 James Robertson Parkway Nashville, Tennessee 37243-0577 Phone: (615) 741-7170 Email: SFMO.permits-licensing@tn.gov The Contractor: Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number All instructions, notices, consents, demands, or other communications shall be considered effectively given upon receipt or recipient confirmation as may be required. E.3. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State and/or Federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate the Contract upon written notice to the Contractor. Said termination shall not be deemed a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. Should such an event occur, the Contractor shall be entitled to compensation for all satisfactory and authorized services completed as of the termination date. Upon such termination, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. E.4. State Furnished Property. The Contractor shall be responsible for the correct use, maintenance, and protection of all articles of nonexpendable, tangible, personal property furnished by the State for the Contractor’s temporary use under this Contract. Upon termination of this Contract, all property furnished shall be returned to the State in good order and condition as when received, reasonable use and wear thereof excepted. Should the property be destroyed, lost, or stolen, the Contractor shall be responsible to the State for the residual value of the property at the time of loss. E.5. Incorporation of Additional Documents. Each of the following documents is included as a part of this Contract by reference. In the event of a discrepancy or ambiguity regarding the Contractor’s duties, responsibilities, and performance under this Contract, these items shall govern in order of precedence below: a. any amendment to this Contract, with the latter in time controlling over any earlier amendments; b. this Contract with any attachments or exhibits (excluding the items listed at subsections c. through f., below), which includes [identify attachments and exhibits]; c. any clarifications of or addenda to the Contractor’s proposal seeking this Contract; d. the State solicitation, as may be amended, requesting responses in competition for this Contract; e. any technical specifications provided to proposers during the procurement process to award this Contract; and f. the Contractor’s response seeking this Contract. 01-19-23 GU 9 IN WITNESS WHEREOF, CONTRACTOR LEGAL ENTITY NAME : CONTRACTOR SIGNATURE DATE PRINTED NAME AND TITLE OF CONTRACTOR SIGNATORY (above) DEPARTMENT OF COMMERCE AND INSURANCE: CARTER LAWRENCE, COMMISSIONER DATE