request for quotations - tennessee tech format 7/1/06 1 ... university request for quotations...

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TENNESSEE TECHNOLOGICAL

UNIVERSITY

Request for Quotations

Painting Services - 86361135

Quotation Due

Date/Time:

5/11/17 3:00PM

Electronic copies of this Request for Quotations available by contacting Mark Greenwood @

[email protected].

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1 INTRODUCTION

1.1 Background

Tennessee Technological University (hereinafter University) is a public, co-educational and comprehensive university located in Cookeville, TN. The University houses six academic divisions with a total student enrollment of over 11,500 students. The University has been named one of America's 100 Best College Buys for 2010, earning designation as one of the nation's best college educations for the cost. TTU stands as one of the Top 10 “Public Regional Universities” in the South, according to the 2011 report America's Best College guide published by U.S. News & World Report. For the sixth time, the University was named a "Best in the Southeast" college by The Princeton Review.

1.2 Statement of Purpose

The University seeks quotations for a qualified company to provide Painting Services on an “as required” basis, per the specifications outlined herein.

The University has issued this Request for Quotations (RFQ) to define the University’s minimum service requirements; solicit quotations; detail quotation requirements; and, outline the University’s process for evaluating quotations and selecting the Contractor.

Through this RFQ, the University seeks to buy the best services at the most favorable, competitive prices and to give ALL qualified businesses, including those that are owned by minorities, women, Tennessee service-disabled veterans, and small business enterprises, opportunity to do business with the University as contractors and sub-contractors. The University reserves the right to award both Primary and Secondary contract(s) so that if the primary contractor is unable to accommodate the University’s needs for Painting Services, that the secondary contractor might assist the University with such services. In any such event, the primary contractor will have right of first refusal, with decision to refuse or to accept to be received by University by deadline identified by project manager. The Contractor may elect to extend the terms and pricing of this contract to other institutions within the TBR and University of Tennessee systems. The Contractor’s decision of whether or not to extend the contract will not affect the award decision. Other TBR/UT Institutions will NOT be obligated to use this contract, but may choose to do so, at their sole discretion. Does Contractor agree to extend the terms and pricing of any contract resulting from this process to other TBR/UT institutions? ____ yes _____ no (check as applicable)

1.3 RFQ Communications

1.3.1 Interested Parties must direct all communications regarding this RFQ to the following RFQ Coordinator, who is the University’s only official point of contact for this RFQ.

Mark Greenwood, Buyer - Purchasing Tennessee Technological University P.O. Box 5144 1 William L Jones Drive Cookeville, TN 38505 Phone: (931) 372-6350 Fax: (931) 372-3727 [email protected]

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1.3.2 Unauthorized contact regarding this RFQ with employees or officials of the University other than the RFQ Coordinator named above may result in disqualification from this procurement process. The University has assigned the following RFQ identification information that must be referenced in all

communications regarding the RFQ: RFQ – Painting Services - 86361135.

1.3.3 Any oral communications shall be considered unofficial and non-binding with regard to this RFQ.

1.3.4 Each Bidder shall assume the risk of the method of dispatching any communication or quotation to the University. The University assumes no responsibility for delays or delivery failures resulting from the method of dispatch. Actual or electronic “postmarking” of a communication or quotation to the University by a deadline date shall not substitute for actual receipt of a communication or quotation by the University.

1.4 Written Questions/Answer Period

1.4.1 A written questions/comments period is included in Section 2, RFQ Schedule of Events. The purpose of the written questions/comments period is to allow Bidders to submit any questions they may have in regards to the specifications, scope of services requested, and/or other matters relative to the RFQ. All questions regarding the bid are to be submitted to the RFQ coordinator in writing. Only the University’s official, written responses and communications shall be considered binding with regard to this RFQ.

1.4.2 The RFQ Coordinator must receive all written comments, including questions and requests for clarification, no later than the Written Questions/Comments Deadline in Section 2, RFQ Schedule of Events.

1.4.3 The University reserves the right to determine, at its sole discretion, the appropriate and adequate responses to written comments, questions, and requests for clarification. The University’s official responses and other official communications pursuant to this RFQ shall constitute an amendment of this RFQ.

1.4.4 The University will convey all official responses and communications pursuant to this RFQ by posting such communications online at www.tntech.edu/planning-and-finance/purchasing/upcomingbids. It is the Bidder’s responsibility to access this information online or to contact the RFQ Coordinator and request such information.

1.5 Bid Deadline

Bids must be submitted no later than the Bid Deadline time and date detailed in Section 2, RFQ Schedule of Events. A bid must respond to the written RFQ and any RFQ exhibits, attachments, or amendments. A late bid shall not be accepted, and a Bidder's failure to submit a bid before the deadline shall cause the bid to be disqualified. FAXED OR ELECTRONIC BIDS ARE NOT ACCEPTABLE. Bids must bear the original signature of an authorized representative of the Bidder.

http://www.tntech.edu/planning-and-finance/purchasing/upcomingbids

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2 RFQ SCHEDULE OF EVENTS

The following Schedule of Events represents the University's best estimate of the schedule that will be followed. Unless otherwise specified, the time of day for the following events will be between 8:00 a.m. and 4:30 p.m., Central Time.

RFQ SCHEDULE OF EVENTS

NOTICE: The University reserves the right, at its sole discretion, to adjust this schedule as it deems

necessary.

EVENT

TIME

(all times are

Central Time)

DATE

(all dates are University

business days)

1. University Issues RFQ 4/12/17

2. Disability Accommodation Request Deadline 4/26/17

3. Written Questions/Comments Period 4/12/17 – 4/26/17

4. Written Questions/Comments Deadline 3:00 p.m. 4/26/17

5. University Responds to Written Questions/Comments 4/27/17

6. Bid Deadline & Opening 3:00 p.m. 5/11/17

7. University Issues Intent to Award Letter and Opens RFQ Files for Public Inspection

5/15/17

8. Contract Negotiation and Signing Period 5/15/17 – TBD

9. Award of Contract and Contract Effective Date TBD - ASAP

3 BID REQUIREMENTS

Each Bidder must submit a quotation in response to this RFQ with the most favorable terms that the Bidder can offer. There will be no best and final offer procedure. However, University reserves the right to further clarify or negotiate with the best-evaluated Bidder subsequent to award recommendation but prior to contract execution if deemed necessary by University. University may initiate negotiations, which serve to alter the bid/quotation in a way favorable to the University. For example, prices may be reduced; time requirements may be revised, etc. In no event shall negotiations increase the cost or amend the quotation such that the apparent successful Bidder no longer offers the best quotation.

3.1 The University must receive all quotations in response to this RFQ, at the address indicated in Section 1.3.1 no later than the Quotation Deadline time and date in Section 2, RFQ Schedule of Events. Late quotations will not be considered and will remain unopened and filed in the RFQ file.

3.2 A quotation must be typewritten or hand-written in ink. A Bidder may not deliver a bid orally or solely by means of electronic transmission.

3.3 Each bid should be economically prepared, with emphasis on completeness and clarity of content. A bid, as well as any reference material presented, must be written in English and must be written on standard 8 1/2" x 11" paper (although foldouts containing charts, spreadsheets, and oversize exhibits are permissible). All bid pages must be numbered.

4 GENERAL REQUIREMENTS & CONTRACTING INFORMATION

4.1 Bidder Required Review and Waiver of Objections

Each Bidder must carefully review this RFQ and all attachments, for comments, questions, defects, objections, or any other matter requiring clarification or correction (collectively called “comments”). Comments concerning RFQ objections must be made in writing and received by the University no later than the Written Questions/Comments Deadline in Section 2, RFQ Schedule of Events. This will allow issuance of any necessary amendments and help prevent the opening of defective bids upon which contract award could not be made.

Protests based on any objection shall be considered waived and invalid if these comments/objections have not been brought to the attention of the University, in writing, by the Written Questions/Comments Deadline.

4.2 RFQ Amendment and Cancellation

The University reserves the unilateral right to amend this RFQ in writing at any time. If an RFQ amendment is issued, the University will convey such amendment by posting to www.tntech.edu/planning-and-finance/purchasing/upcomingbids. Each bid must respond to the final written RFQ and any exhibits, attachments, and amendments.

The University reserves the right, at its sole discretion, to cancel and reissue this RFQ or to cancel this RFQ in its entirety in accordance with applicable laws and regulations.

4.3 Bid Prohibitions and Right of Rejection

4.3.1 The University reserves the right, at its sole discretion, to reject any and all bids in accordance with applicable laws and regulations.

4.3.2 Each bid must comply with all of the terms of this RFQ and all applicable state laws and regulations. The University may reject any bid that does not comply with all of the terms, conditions, and performance requirements of this RFQ. The University may consider any bid that does not meet the requirements of this RFQ to be non-responsive, and the University may reject such a bid.

4.3.3 A Bidder may not restrict the rights of the University or otherwise qualify a bid. The University may determine such a bid to be a non-responsive counteroffer, and the bid may be rejected.

4.3.4 A Bidder may not submit the Bidder's own contract terms and conditions in a response to this RFQ. If a bid contains such terms and conditions, the University may determine, at its sole discretion, the bid to be a non-responsive counteroffer, and the bid may be rejected. The University will not execute vendor agreements in connection with services provided under this RFQ.

4.3.5 The University shall reject a bid if it was not arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other Bidder. Regardless of the time of detection, the University shall consider any of the foregoing prohibited actions to be grounds for bid rejection or contract termination.

4.3.6 The University shall not contract with or consider a bid from:

4.3.6.1 An individual who is, or within the past six months has been, a state employee. An individual shall be deemed a state employee until such time as all compensation and terminal leave has been paid. Contracts with a company or corporation in which a controlling interest is held by any state employee

https://www.tntech.edu/planning-and-finance/purchasing/upcomingbids

or the employee’s spouse shall be considered, for the purpose of applying this rule, to be a contract with the individual.

4.3.6.2 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 months has been, an employee or official of the State of Tennessee (this shall not apply either to financial interests that have been placed into a “blind trust” arrangement pursuant to which the employee does not have knowledge of the retention or disposition of such interests or to the ownership of publicly traded stocks or bonds where such ownership constitutes less than 2% of the total outstanding amount of the stocks or bonds of the issuing entity);

4.3.6.3 A company, corporation, or any other contracting entity which employs an individual who is, or within the past six months has been, an employee or official of the State of Tennessee in a position that would allow the direct or indirect use or disclosure of information, which was obtained through or in connection with his or her employment and not made available to the general public, for the purpose of furthering the private interest or personal profit of any person; or,

4.3.6.4 Any individual, company, or other entity involved in assisting the University in the development, formulation, or drafting of this RFQ or its scope of services shall be considered to have been given information that would afford an unfair advantage over other Bidders, and such individual, company, or other entity may not submit a bid in response to this RFQ.

4.3.7 The University reserves the right, at its sole discretion, to waive a bid’s variances from full compliance with this RFQ. If the University waives minor variances in a bid, such waiver shall not modify the RFQ requirements or excuse the Bidder from full compliance with the RFQ.

4.4 Incorrect Bid Information

If the University determines that a Bidder has provided, for consideration in this RFQ process or subsequent contract negotiations, incorrect information that the Bidder knew or should have known was materially incorrect, that bid shall be determined non-responsive and shall be rejected.

4.5 Bid of Additional Services

If a bid offers services in addition to those required by and described in this RFQ, the additional services may be added to the Contract before contract signing at the sole discretion of the University. Costs associated with additional services must be provided on a separate attachment in the Cost Bid. Please note that proposed additional services will not be used in evaluating the bid.

4.6 Assignment and Subcontracting

4.6.1 The Bidder awarded a contract pursuant to this RFQ may not subcontract, transfer, or assign any portion of the Contract without the University’s prior, written approval.

4.6.2 A subcontractor may only be substituted for a proposed subcontractor at the discretion of the University and with the University’s prior, written approval.

4.6.3 At its sole discretion, the University reserves the right to refuse approval of any subcontract, transfer, or assignment.

4.6.4 Notwithstanding University approval of each subcontractor, the Bidder, if awarded a contract pursuant to this RFQ, shall be the prime contractor and shall be responsible for all work performed.

4.7 Right to Refuse Personnel

At its sole discretion, the University reserves the right to refuse any personnel, of the prime contractor or a subcontractor, for use in the performance of a contract pursuant to this RFQ.

4.8 Insurance

The Contractor shall maintain a commercial general liability policy. The commercial general liability policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage and medical claims, with minimum limits of $1,000,000 per occurrence, $3,000,000 in the aggregate. The Contractor shall maintain workers’ compensation coverage or a self-insured program as required under Tennessee law. The Contractor shall deliver to the University both certificates of insurance no later than the effective date of the Contract. If any policy providing insurance required by the Contract is cancelled prior to the policy expiration date, the Contractor, upon receiving a notice of cancellation, shall give immediate notice to the University.

4.9 Reserved.

4.10 Financial Stability

The successful Bidder may be required to provide information to the University to demonstrate financial stability and capability prior to award of contract.

4.11 Bid Withdrawal

A Bidder may withdraw a submitted bid at any time up to the Bid Deadline time and date in Section 2, RFQ Schedule of Events. To do so, a Bidder must submit a written request, signed by a Bidder’s authorized representative to withdraw a bid. After withdrawing a previously submitted bid, a Bidder may submit another bid at any time up to the Bid Deadline.

4.12 Bid Errors and Amendments

At the option of the University, a Bidder may be bound by all bid errors or omissions. A Bidder will not be allowed to alter or amend bid documents after the Bid Deadline time and date in the RFQ Section 2, Schedule of Events unless formally requested, in writing, by the University.

4.13 Bid Preparation Costs

The University will not pay any costs associated with the preparation, submittal, or presentation of any bid.

4.14 Continued Validity of Bids

All Bids shall state that the offer contained therein is valid for a minimum of ninety (90) days from the date of opening. This assures that Bidders’ offers are valid for a period of time sufficient for thorough consideration. Bids that do not so state will be presumed valid for ninety (90) days.

4.15 Disclosure of Bid Contents

Each bid and all materials submitted to the University in response to this RFQ shall become the property of the University. Selection or rejection of a bid does not affect this right. All bid information, including detailed price and cost information, shall be held in confidence during the evaluation process.

By submitting a bid, the Bidder acknowledges and accepts that the full bid contents and associated documents shall become open to public inspection.

If an RFQ is re-advertised, all prior offers and/or bids shall remain closed to inspection by the Bidders and/or public until evaluation of the responses to the re-advertisement is complete.

4.16 Vendor Registration

All Bidders are requested, but not required for bid submission, to complete an online vendor application, if they have not already done so. Please see the following website: https://www.tbr.edu/purchasing/how-do-business-tbr.

4.17 Contract Approval

The RFQ and the contractor selection processes do not obligate the University and do not create rights, interests, or claims of entitlement by either the Bidder with the apparent best-evaluated bid or any other Bidder. Contract award and University obligations pursuant thereto shall commence only after the contract is signed by the Contractor and all other University/State officials as required by state laws and regulations.

4.18 Contract Term

The initial term of the contract will be from date of final execution of contract and continuing for a period of five (5) years thereafter.

4.19 Contract Payments

All payments by the University shall be made in accordance with the Purchase Order’s Payment Terms and Conditions provisions and the Prompt Pay Act of Tennessee.

4.20 Contract Monitoring

The Contractor’s deliverables and services provided pursuant to this Contract shall be subject to monitoring and evaluation by the University, by a duly appointed representative(s). The Contractor shall submit brief, periodic progress reports to the University as requested.

4.21 Severability

If any provision of this RFQ is declared by a court to be illegal or in conflict with any law, the decision shall not affect the validity of the remaining RFQ terms and provisions, and the rights and obligations of the University and Bidders shall be construed and enforced as if the RFQ did not contain the particular provision held to be invalid.

4.22 Policy and Guideline Compliance

This bid request and any award made hereunder are subject to the policies and guidelines of the Tennessee Board of Regents (www.tbr.edu) and the University (www.tntech.edu).

4.23 Protest Procedures. The University's Bid Protest procedures are available at http://www.tbr.edu/policies_guidelines/business_policies/4-02-10-00.htm. Reference Section VII of this policy.

4.24 Contractor Requirements Form. Bidders shall complete and sign Attachment C, “Contractor Requirements Form.”

4.25 IRAN DIVESTMENT ACT. By submission of this Bid, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each Bidder is not on the list created pursuant to §12-12-106. For reference purposes, the list is currently available online at: http://www.tn.gov/generalservices/article/Public-lnformation-library

https://www.tbr.edu/purchasing/how-do-business-tbr

http://www.tn.gov/generalservices/article/Public-lnformation-library

5 Contract Award Process

5.1 The RFQ Coordinator will forward the results of the bid evaluation process to the appropriate University official who will consider the bid evaluation process results and all pertinent information available to make a determination about the Purchase order award. The University reserves the right to make an award without further discussion of any bid. Notwithstanding the foregoing, to affect a Purchase Order award to a Bidder other than the one providing the lowest lump-sum price, the requesting department/party must provide written justification for such an award and obtain the written approval of the appropriate University official.

5.2 The University reserves the right to interview apparent best-evaluated bidder to clarify any issues of the bid response prior to award.

5.3 If the University determines that the apparent best-evaluated bid is non-responsive and rejects the bid, the RFQ Coordinator will determine the new, apparent best-evaluated bid.

5.4 After the appropriate official’s determination, the University will issue an Intent to Award to identify the apparent best-evaluated bid as in the RFQ Section 2, Schedule of Events.

NOTICE: The Intent to Award shall not create rights, interests, or claims of entitlement in either the Bidder with apparent best-evaluated bid or any other Bidder.

5.5 The University will also make the RFQ files available for public inspection as in the RFQ Section 2, Schedule of Events.

5.6 The Bidder with the apparent best-evaluated bid must agree to and sign a contract with the University, which shall be substantially the same as the RFQ Attachment B, Pro Forma Contract.

However, the University reserves the right, at its sole discretion, to add terms and conditions or to revise Pro Forma Contract requirements in the University’s best interests subsequent to this RFQ process. No such terms and conditions or revision of contract requirements shall materially affect the basis of bid evaluations or negatively impact the competitive nature of the RFQ process.

5.7 During the term of the Contract, if the Primary Contract is cancelled or is not renewed, the Secondary Contractor may be asked to assume the Primary Contract. In such event, or should the Secondary Contract be cancelled or is not renewed, the next apparent low bidder meeting bid requirements may be asked to assume the Secondary Contract.

6 TECHNICAL REQUIREMENTS. All bids must meet or exceed the following minimum technical requirements.

6.1 Unit cost rates are to include all materials (except paint provided by University or specialty paint with written pre-approval from appropriate university personnel as provided for herein), expertise, equipment (except as provided herein), surface preparation and installation of paint on an “as needed” basis by the University. Additional surface preparation must be pre-approved in writing by the appropriate university personnel and will be billed at an hourly rate.

6.2 The unit cost rates shall include all costs associated with providing painting services to the University, including, but not limited to, travel, meals, lodging, tools and equipment.

6.3 Travel to and from job site is at Contractor’s expense. Exception: Whenever work is done at the Craft Center (off Hwy 56 at Hurricane Bridge near Smithville, TN), or the Oakley Farm (in Livingston, TN), the University agrees to allow the Contractor to charge one (1) hour incidental labor per day per person, in accordance with each person’s labor classification, in order to cover expenses incurred as a result of travel time to the Craft Center or farm.

6.4 Contractor shall furnish all required tools and equipment of the trade necessary to perform work. This includes, but is not necessarily limited to, brushes, pans, rags, ladders, and/or scaffolding to do the required work. Paint is expressly excluded. University shall stock paint in its Central Warehouse, and Contractor shall be responsible for securing paint from the Warehouse using a process approved by the University. With written pre-approval from the appropriate personnel, University may agree to reimburse contractor the cost of rental equipment deemed necessary to complete projects. Cost is defined as invoiced amount from rental agency; no markups are authorized for rental equipment. University’s reimbursement to Contractor for rental equipment is contingent upon University’s written pre-approval of all such rental equipment for which reimbursement is requested. Any Contractor invoices requesting reimbursement must be accompanied by all of the following: 1) rental invoice showing payment amount and dates of use; and 2) the University’s written pre-approval.

Reimbursements will not be made from quotes or estimates and will not be made until

satisfactory completion of work for which rental equipment was used.

6.5 In the event a specialty paint or specialty material is required the University agrees to reimburse Contractor the invoiced cost of the paint or material plus a 15% mark up with written pre-approval

from University personnel requesting the specialty paint or specialty material. NOTICE: The 15%

mark up will only be applied to the pre-tax amount of the paint or material. Any tax

reimbursement will be only for the actual amount of tax charged. Any Contractor invoices requesting reimbursement must be accompanied by all of the following: 1) invoice showing purchase

of the paint or material; and 2) the University’s written pre-approval. Reimbursements will not be

made from quotes or estimates.

6.6 Contractor shall be available upon request to meet with University personnel to give estimates, take measurements, identify existing substrates, etc., at no additional cost to the University.

6.7 Work hours should be between 7am and 7pm unless authorized by appropriate University personnel. Work shall be supervised by individual(s) employed by Contractor with demonstrated knowledge and experience in the proper application of paint as required for each job.

6.8 In entering, passing through or working in any space or in conjunction with the building in the performance of the work, the Contractor shall at all times furnish and maintain proper protection for the floors, walls, ceiling, fixtures, equipment, building, driveways, sidewalks, grass, steps, and/or other property of the University. The Contractor agrees to be responsible for any damages incurred to the University or other personal property at work sites. If any damages are incurred due to the actions of the Contractor, Contractor agrees to be responsible for restoring said property to condition before damage at no cost to the University or the property owner.

6.9 Contractor is responsible for assuring that installation methods and equipment used are in accordance with the manufacturer’s recommendations and specifications for each product used.

6.10 At completion of work, the job site should, at a minimum, be restored to original condition. Contractor shall remove from the premises all of his installation equipment, crating, packing materials and miscellaneous trash. A trash container/dumpster will not be provided by the University. Contractor shall clean surfaces free of fingerprints, markings, and dirt.

6.11 The actual surface area to be painted will determine the square footage of the job for invoicing purposes, at the appropriate unit cost as listed in the Cost Sheet. This will also apply to trim work (such as a soffit or fascia), as listed in the Cost Sheet. There will be no deduction of square footage for windows or door frames in the square footage calculations.

6.12 Removal of mold or mildew is considered normal work in preparing surfaces for painting and shall be included in square footage bid pricing.

6.13 The University will provide paint, caulking, glass for window pane replacement, and wood for window sill replacement. All other materials and/or tools (brushes, rags, putty knives, etc.) are to be furnished by the Contractor at no additional cost.

6.14 Contractor shall supply their own cleaner, paint thinners, etc. as part of square foot pricing.

6.15 All hourly rate work must be pre-approved in writing by appropriate university personnel.

6.16 Contractor shall repair nail holes as normal prep work and this shall be included in square foot pricing.

6.17 Prior to a job being deemed complete, the appropriate University personnel will inspect the work performed for completeness and quality of workmanship. Should incomplete work, poor workmanship, or other “punch list” items be discovered, such work shall be completed or corrected at no additional cost to the University.

6.18 Painting of exterior dormers will fall under the skilled/unskilled labor rates.

6.19 Contractor must provide an invoice to the University for work performed under this Contract. Each invoice shall reference the University Contract Number and/or University Purchase Order Number. All charges for work performed shall be itemized according to line items on contract. In addition reimbursements must have their own invoicing line and any approved 15% markup having a separate invoice line. Contractor shall submit separate invoices to the University for each quoted project within thirty (30) working days of completion. Contractor must include complete billing information on each invoice (i.e. project number, building, room/area, and dates of service. All invoices submitted for payment must be emailed directly to Accounts Payable department at [email protected] or mailed at Tennessee Tech University, Attn: Accounts Payable, PO Box 5037, Cookeville, TN 38505.

6.20 Important Note: The University will not accept nor assume responsibility for, or provide storage for, the Contractor’s equipment, nor any Contractor-furnished, but not owned, equipment (i.e., rented lifts, cranes, etc.). If a temporary arrangement for leaving item(s) is needed for a particular job or project on site, the Contractor does so at Contractor’s own risk, and the University shall not be held liable for loss or damage of property belonging to or in the care of the Contractor.

6.21 Contractor shall have sufficient, competent, full-time and part-time employees available to do work specified herein at all times, especially during peak demand seasons such as semester breaks, Christmas break, summer break and other times when classes are not in session. Additionally, Contractor must have sufficient staff to paint parts of all surfaces in Tech Village as apartments open for rental. At times, significant workforce will be necessary to complete required work, including around Christmas each year.

7 GENERAL TERMS AND CONDITIONS:

7.1 Termination for Cause. If the Contractor fails at any time to perform its obligations under this Contract in a timely or proper manner, or if the Contractor violates any term of this Contract, the University shall have the right to immediately terminate the Contract and withhold payments in excess of fair compensation for goods received and/or work completed; however, the University shall have the option to give Contractor written notice and a specified period of time in which to cure. Notwithstanding the above, the Contractor shall not be relieved of liability to the University for damages sustained by virtue of any breach of this Contract by the Contractor.

7.2 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 University. If such subcontracts are approved by the University, they shall contain, at a minimum, sections of this Contract pertaining to "Conflicts of Interest" and "Nondiscrimination". Notwithstanding any use of approved subcontractors, the Contractor shall be the prime contractor and shall be responsible for all work performed.

7.3 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 disability, age, race, color, religion, sex, veteran status, national origin, or any other classification

mailto:[email protected]

protected by Federal, or 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.

7.4 Records. The Contractor shall maintain documentation for all charges against the University under this Contract. The books, records, and documents of the Contractor, insofar as they relate to work performed or money received from the University under this Contract, shall be maintained for a period of three (3) 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 University, the Comptroller of the Treasury, or their duly appointed representatives. The Contractor’s financial statements shall be prepared in accordance with generally accepted accounting principles.

7.5 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.

7.6 Independent Contractor. The parties hereto, in the performance of this Contract, shall not act as employees, partners, joint ventures, or associates of one another. It is expressly acknowledged by the parties hereto that the parties are independent contracting entities and that nothing in this Contract shall be construed to create an 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 an independent contractor and not an employee of the University, agrees to pay all applicable taxes incident to this Contract.

7.7 University Liability. The University shall have no liability except as specifically provided in this Contract.

7.8 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, acts of God, riots, wars, epidemics or any other similar cause.

7.9 State and Federal Compliance. The Contractor shall comply with all applicable State and Federal laws and regulations, including University policies and guidelines in the performance of this Contract.

7.10 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 Tennessee Claims Commission in actions that may arise under this Contract. The Contractor acknowledges and agrees that any rights or claims against the University or its employees hereunder, and any remedies arising there from, 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.

7.11 Severability. If any terms or 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.

7.12 Breach. A party shall be deemed to have breached the Contract if any of the following occurs (However, this list is not exclusive.):

failure to perform in accordance with any term or provision of the Contract;

partial performance of any term or provision of the Contract;

any act prohibited or restricted by the Contract, or violation of any warranty.

7.13 Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it and its principals:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or state department or agency;

b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offence 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 for or otherwise criminally or civilly charged by a government entity (Federal, State, or Local) with commission of any of the offenses listed 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.

7.14 Prohibited Advertising. The Contractor shall not refer to this Contract or the Contractor’s relationship with the University hereunder in commercial advertising in such a manner as to state or imply that the Contractor or the Contractor's services are endorsed.

7.15 Hold Harmless. The Contractor agrees to indemnify and hold harmless the University as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys for the University in the event such service is necessitated to enforce the terms of this Contract or otherwise enforce the obligations of the Contractor to the University. In the event of any such suit or claim, the Contractor shall give the University immediate notice thereof and shall provide all assistance required by the University in the University’s defense. The University shall give the Contractor written notice of any such claim or suit, and the Contractor shall have full right and obligation to conduct the Contractor’s own defense thereof. Nothing contained herein shall be deemed to accord to the Contractor, through its attorney(s), the right to represent the University in any

legal matter, such rights being governed by Tennessee Code Annotated, Section 8-6-106.

7.16 Prohibition of Illegal Immigrants. Tennessee Public Chapter No. 878 of 2006, TCA 12-4-124, requires that Contractor attest in writing that Contractor will not knowingly utilize the services of any illegal immigrants in the performance of this contract and will not knowingly utilize the services of any subcontractor, if permitted under this Contract, who will utilize the services of illegal immigrants in the performance of this Contract. Contractor’s signature on this RFQ shall constitute such “Attestation.”

If contractor is discovered to have breached the Attestation, the Commissioner of Finance and Administration shall declare that the Contractor shall be prohibited from contacting or submitting a bid to any Tennessee Board of Regents institution or any other state entity for a period of one (1) year from the date of discovery of the breach. Contractor may appeal the one (1) year by utilizing an appeals process in the rules of Finance and administration, 0620.

7.17 Prices Firm. Prices shall be firm for the contract term. At the time of renewal, Contractor may propose a price increase with at least ninety (90) days advance notice prior to contract renewal date. Any request for price increase must include written justification regarding the reason(s) for the increase. Increases shall not exceed 5% over the previous year’s prices. All requests for price increases are subject to the University’s approval, and the University may elect to accept a price increase or reject the price increase and re-bid the contract at its sole discretion.

7.18 Sales and Use Tax. The Contractor shall be registered or have received an exemption from the Department of Revenue for the collection of Tennessee sales and use tax. This registration requirement is a material requirement of this Contract.

8 EVALUATION:

8.1 A complete bid will include the following:

Any portion of the RFQ that requires a response from the bidder, including the signature page;

Attachment A, Cost Sheet, completed and signed;

Attachment C, Contractor Requirements Form, completed and signed in all places;

Current Certificate of Insurance;

8.2 Bidders are to provide all unit costs as detailed in the Cost Sheet, Attachment A.

8.3 The total estimated value of this contract is $249,999.99 annually. Note: this amount is only an estimate and is not a commitment to spend any of the above amount, nor is it a limit if the needs of the University are more than this amount.

8.4 For purposes of evaluation, the University will multiply the Bidder’s unit cost for each item on the Cost Sheet (Attachment A) times the Evaluation Percentage for that item’s section. Then, all of the weighted costs will be summed to calculate one total cost number. The lowest overall cost number sum will be considered the best evaluated bid.

BIDDER IS TO COMPLETE INFORMATION AND SIGN BID BELOW.

________________________________________ Cash / Time discounts, if any ____________________ (Firm Name)

________________________________________ No. of days to deliver ARO ______________________ (Address)

________________________________________ Phone / Fax / E-mail ___________________________ (City, State, Zip)

__________________________________________________________________ ________________

(Authorized Signature of Bidder) (Date)

NOTE: UNSIGNED BIDS WILL BE REJECTED WITHOUT CONSIDERATION.

Tennessee Technological University is an EEO/AA/Title IX/Section 504/ADA employer

Attachment A - Cost Sheet

pg 1

DESCRIPTION UNIT COST PER UNIT

PART A: WALLS & CEILINGS UP TO 12'0" HIGH:

1. Paint Finished drywall with:

a) Wall - One Finish Coat Square Foot $

b) Wall - Each Additional Finish Coat Square Foot $

c) Ceiling - One Finish Coat Square Foot $

d) Ceiling - Each Additional Coat Square Foot $

2. Paint Unfinished drywall with:

a) Wall - One Coat Primer and One Finish Coat Square Foot $


c) Ceiling - One Coat Primer and One Finish Coat Square Foot $

d) Ceiling - Each Additional Finish Coat Square Foot $

3. Paint Finished concrete block with:

a) One Finish Coat Square Foot $

b) Each Additional Finish Coat Square Foot $

4. Paint Unfinished concrete block with: Square Foot $

a) One Coat Block Filler and One Finish Coat Square Foot

b) Each Additional Finish Coat Square Foot

5. Spray exposed ceilings consisting of steel bar joists and metal decking with Two Finish

Coats DryFallSquare Foot $

6. Repair damaged plasterwork Square Foot $

7. Paint Finished plaster/wood paneling/textured surfaces with:





8. Paint Unfinished plaster/wood paneling/textured surfaces with:

a) Wall - One primer coat and one Finish Coat Square Foot $





pg 2

9. Paint ceiling grid, 2'x2' square grid:

a) Spray paint - One Coat Primer and One Finish Coats Square Foot $

b) Spray paint - Each Additional Finish Coat Square Foot $

c) Roll paint - One Coat Primer and Two Finish Coats Square Foot $

d) Roll paint - Two Finish Coats Square Foot $

Note: Square footage calculation will be for the entire room, not the actual grid surface. 2'x2'

grid is typical, but pricing bid will also apply for 2'x4' grids.

10. Paint existing ceiling grid and acoustical tiles with two finish coats of Dryfall Square Foot $

TOTAL EVALUATION PERCENTAGE - PART A see below


PART B: WALLS & CEILINGS 12'0" TO 36'0" HIGH:

1. Paint Finished drywall with:




d) Ceiling - Each Additional Coat Square Foot $

2. Paint Unfinished drywall with:

a) Wall - One Coat Primer and One Finish Coat Square Foot $


c) Ceiling - One Coat Primer and One Finish Coat Square Foot $


3. Paint Finished concrete block with:

a) One Finish Coat Square Foot $

b) Each Additional Finish Coat Square Foot $

4. Paint Unfinished concrete block with: Square Foot $

a) One Coat Block Filler and One Finish Coat

b) Each Additional Finish Coat

5. Spray exposed ceilings consisting of steel bar joists and metal decking with Two Finish

Coats DryFallSquare Foot $


pg 3

6. Repair damaged plasterwork Square Foot $

7. Paint Finished plaster/wood paneling/textured surfaces with:





8. Paint Unfinished plaster/wood paneling/textured surfaces with:

a) Wall - One primer coat and one Finish Coat Square Foot $




9. Paint ceiling grid, 2'x2' square grid:

a) Spray paint - One Coat Primer and Two Finish Coats Square Foot $

b) Spray paint - Two Finish Coats Square Foot $

c) Roll paint - One Coat Primer and Two Finish Coats Square Foot $

d) Roll paint - Two Finish Coats Square Foot $

Note: Square footage calculation will be for the entire room, not the actual grid surface. 2'x2'

grid is typical, but pricing bid will also apply for 2'x4' grids.

10. Paint existing ceiling grid and acoustical tiles with two finish coats of Dryfall Square Foot $

TOTAL EVALUATION PERCENTAGE - PART B see below


PART C: DOORS, WINDOWS, AND FRAMES:

Note: Actual door sizes may vary. A 6' x 7' (double) door/frame will be considered two (2) 3' x

7' (single) doors/frames. Door and frame prices include both sides of doors/frames. Only one

side may be painted at direction of applicable University personnel for the same price.

1. Single door frames:

a) Paint Door Frame with Two Finish Coats Each Door Frame $

b) Paint Door Frame with One Coat Primer and Two Finish Coats Each Door Frame $

e) Paint Door Light Frames and Sidelights Frames with Two Finish Coats Lineal Foot $

f) Paint Door Light Frames and Sidelights Frames with One Coat Primer and Two Finish CoatsLineal Foot $


pg 4

2. Single doors:

a) Paint Door with Two Finish Coats Each Door $

b) Paint Door with One Coat Primer and Two Finish Coats Each Door $

3.Wood Single Door Frames:

a) Two Coats Stain, One Coat Sand & Seal, Two Finish Coats Polyurethane Each Door Frame $

b) Sand Frame, One Coat Stain, Two Finish Coats Polyurethane Each Door Frame $

4. Wood Single Doors:

a) Two Coats Stain, One Coat Sand & Seal, Two Finish Coats Polyurethane Each Door $

b) Sand Door, One Coat Stain, Two Finish Coats Polyurethane Each Door $

6. Paint interior hollow metal window frames:

a) Existing with One Coat Primer and Two Finish Coats Lineal Foot $

b) New with Two Finish Coats Lineal Foot $

Note: Mullions shall be included as part of the window frame lineal foot measurement.

7. Completely refinish existing 3' x 7' door: Sand Down to Bare Wood, Two Coats Stain, One

Coat Sand & Seal, and Two Finish Coats PolyurethaneEach Door $

TOTAL EVALUATION PERCENTAGE - PART C see below


PART D: TRIM WORK:

Note: Actual measurement of trim required by contractor.

1. Existing Wood Trim

a) Two Finish Coats Lineal Foot $

b) One Coat Primer and Two Finish Coats Lineal Foot $

2. Existing Wood Panel Wainscoting

a) Two Finish Coats Square Foot $

b) One Coat Primer and Two Finish Coats Square Foot $


pg 5

3. New Wood Trim

a) Paint with One Coat Primer and Two Finish Coats Lineal Foot $

b) One Coat Stain, One Coat Sand & Seal, and Two Finish Coats Polyurethane Lineal Foot $

4. New wood panel wainscoting

a) Paint with One Coat Primer and Two Finish Coats Square Foot $

b) One Coat Stain, One Coat Sand & Seal, and Two Finish Coats Polyurethane Square Foot $

TOTAL EVALUATION PERCENTAGE - PART D see below


PART E: WINDOWS UP TO THREE STORIES HIGH:

1. Paint Existing exterior steel windows (based on units up to 4' x 6') with One Prime Coat

and Two Finish CoatsEach Window $

2. Paint Existing exterior wood windows (based on units up to 4' x 6') with One Prime Coat


3. Replace window sills as needed (University will provide materials. Price is for labor only.) Each Window $

4. Window glass (12" x 12") (University will furnish materials. Price is for labor only.) Each Window $

5. Caulk 12" x 12" window (University will furnish materials. Price is for labor only.) Each Window $

TOTAL EVALUATION PERCENTAGE - PART E see below


PART F: WINDOWS OVER THREE STORIES HIGH:

1. Paint Existing exterior steel windows (based on units up to 4' x 6') with One Prime Coat


2. Paint Existing exterior wood windows (based on units up to 4' x 6') with One Prime Coat


3. Replace window sills as needed (University will provide materials. Price is for labor only.) Each Window $

4. Window glass (12" x 12") (University will furnish materials. Price is for labor only.) Each Window $

5. Caulk 12" x 12" window (University will furnish materials. Price is for labor only.) Each Window $

TOTAL EVALUATION PERCENTAGE - PART F see below


pg 6


PART G: SOFFITS, COLUMNS AND FASCIA SYSTEMS:

1. Paint exterior soffit, columns and fascia system with Two Coats (up to three stories) Square Foot $

2. Paint exterior soffit, columns and fascia system with Two Coats (three stories or over) Square Foot $

TOTAL EVALUATION PERCENTAGE - PART G see below


PART H: PIPEWORK:

1. Paint new pipes up to 4" in diameter with One Prime Coat and Two Finish Coats Lineal Foot $

2. Paint existing pipes up to 4" in diameter with Two Finish Coats Lineal Foot

3. Paint new pipes between 4" - 8" in diameter with One Prime Coat and Two Finish Coats Lineal Foot $

4. Paint existing pipes between 4" - 8" in diameter with Two Finish Coats Lineal Foot

5. Paint new pipes greater than 8" in diameter with One Prime Coat and Two Finish Coats

6. Paint existing pipes greater than 8" in diameter with Two Finish Coats

TOTAL EVALUATION PERCENTAGE - PART H see below


PART I: FLOORS

1. Paint concrete floors (including prep work to floor and cleaning prior to painting) with Two

Coats of Paint or Non-Skid MaterialSquare Foot $

TOTAL EVALUATION PERCENTAGE - PART I see below


pg 7


PART J: LABOR COST

Please provide labor costs per hour for incidental and/or miscellaneous work which may be

requested from time to time.

a) for Skilled Painter Hour $

b) for Helper (Unskilled Worker) - Defined as someone whose skill level requires

supervision to be present when they paint OR a non-painting general laborer/helper. Hour $

TOTAL EVALUATION PERCENTAGE - PART J see below

GRAND TOTAL OF EVALUATION PERCENTAGES see below

Bidding Company

Name of person submitting bid

Signature of person submitting bid

DESCRIPTIONEVALUATION

PERCENTAGE

PART A: WALLS & CEILINGS UP TO 12'0" HIGH: 31.00%

PART B: WALLS & CEILINGS 12'0" TO 36'0" HIGH: 10.00%

PART C: DOORS, WINDOWS, AND FRAMES: 15.00%

PART D: TRIM WORK: 10.00%

PART E: WINDOWS UP TO THREE STORIES HIGH: 2.00%

PART F: WINDOWS OVER THREE STORIES HIGH: 2.00%

PART G: SOFFITS, COLUMNS AND FASCIA SYSTEMS: 5.00%

PART H: PIPEWORK: 10.00%

PART I: FLOORS 5.00%

PART J: LABOR COST 10.00%

GRAND TOTAL OF EVALUATION PERCENTAGES 100.00%

ATTACHMENT B

PRO FORMA CONTRACT

The Pro Forma Contract set forth in this Attachment contains some “blanks”, signified in brackets by

words in all capital letters, describing material to be added, along with appropriate additional

information, in the final contract resulting from this RFQ.

CONTRACT

BETWEEN TENNESSEE TECHNOLOGICAL UNIVERSITY

AND

[CONTRACTOR NAME]

This Contract, by and between Tennessee Technological University, hereinafter referred to as the “University” and [CONTRACTOR LEGAL ENTITY NAME], hereinafter referred to as the “Contractor,” is for [PRIMARY/SECONDARY] Painting Services, as further defined in the "SCOPE OF SERVICES." The University is awarding both primary and secondary contract(s) so that if the primary contractor is unable to accommodate the University’s needs for Painting Services, that the secondary contractor might assist the University with such services. In any such event, the primary contractor will have right of first refusal, with decision to refuse or accept to be received by University by deadline identified by project manager. Contractor must have sufficient manpower to accommodate multiple extensive projects as necessary.

The Contractor is [AN INDIVIDUAL / A FOR-PROFIT CORPORATION / A NONPROFIT CORPORATION / A SPECIAL PURPOSE CORPORATION OR ASSOCIATION / A FRATERNAL OR PATRIOTIC ORGANIZATION / A PARTNERSHIP / A JOINT VENTURE / A LIMITED LIABILITY COMPANY]. The Contractor’s address is:

[ADDRESS]

The Contractor’s place of incorporation or organization is [STATE OF ORGANIZATION].

A. SCOPE OF SERVICES:

A.1. Contractor to provide Painting Services on an “as required” basis, per the specifications outlined herein.

B. CONTRACT TERM:

B.1. Contract Term. This Contract shall be effective for the period commencing on date of final execution of Contract and ending five (5) years thereafter. The University shall have no obligation for services rendered by the Contractor which are not performed within the specified period.

B.2. Additional Funding. If the Contract necessitates additional funding beyond that which was included in

the original Contract, the increase in the University’s maximum liability will be effected through an amendment to the Contract and shall be based upon rates provided for in the original Contract.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum annual liability of the University under this Contract exceed two hundred forty nine thousand nine hundred ninety nine dollars and ninety nine cents ($249,999.99). The Service Rates in Section C.3 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. 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 University requests work and the Contractor performs the work.

C.2. Compensation Firm. The Service Rates and the Maximum Liability of the University under this Contract are firm for the duration of the Contract and are not subject to escalation for any reason unless this Contract is amended.

C.3. Payment Methodology. The Contractor shall be compensated based on the Service Rates herein for units of service authorized by the University in a total amount not to exceed the Contract Maximum Liability established in Section C.1. The Contractor’s compensation shall be contingent upon the satisfactory completion of work. The Contractor shall be compensated based upon the following Service Rates:

SERVICE UNIT AMOUNT

See Cost Sheet See Cost Sheet

Payments to the Contractor shall be made in accordance with the Tennessee Prompt Pay Act. The Contractor shall submit monthly invoices, in form and substance acceptable to the University with all of the necessary supporting documentation, prior to any payment. See Section C.10 below.

C.4. Travel Compensation. The Contractor shall not be compensated or reimbursed for travel, meals, or lodging.

C.5. Payment of Invoice. The payment of an invoice by the University shall not prejudice the University's right to object to or question any invoice or matter in relation thereto. Such payment by the University shall neither be construed as acceptance of any part of the work or service provided nor as an approval of any of the amounts invoiced therein.

C.6. Invoice Reductions. The Contractor's invoice shall be subject to reduction for amounts included in any invoice or payment theretofore made which are determined by the University, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute proper remuneration for compensable services.

C.7. Deductions. The University reserves the right to deduct from amounts which are or shall become due and payable to the Contractor under this or any Contract between the Contractor and the University any amounts which are or shall become due and payable to the University by the Contractor.

C.8 Reserved.

C.9 Whenever work is done at the Craft Center (off Hwy 56 at Hurricane Bridge near Smithville, TN), or at the Oakley Farm (in Livingston, TN), the University agrees to allow the Contractor to charge one (1) hour extra labor per day per person, in accordance with each person’s labor classification, in order to cover expenses incurred as a result of travel time to the Craft Center or Oakley Farm.

C.10 Financial Considerations and Invoicing. Contractor must provide an invoice to the University for work performed under this Contract. Each invoice shall reference the University’s Purchase Order Number as well as identifying information for the particular project (i.e., work order number, name of project manager, location of work site, etc.) All charges for all work performed shall be itemized. In addition, labor shall be itemized by quoted labor rates (i.e., indicate how much of total labor cost is skilled labor and how much is unskilled/helper labor). Final invoices of all projects completed must be submitted within thirty (30) working days of project completion.

D. CONTRACTOR RESPONSIBILITIES:

D.1 Unit cost rates are to include all materials (except paint provided by University or specialty paint with written pre-approval from appropriate university personnel as provided for herein), expertise, equipment (except as provided herein), surface preparation and installation of paint on an “as needed” basis by the

University. Additional surface preparation must be pre-approved in writing by the appropriate university personnel and will be billed at an hourly rate.

D.2 The unit cost rates shall include all costs associated with providing painting services to the University, including, but not limited to, travel, meals, lodging, tools and equipment.

D.3 Travel to and from job site is at Contractor’s expense. Exception: Whenever work is done at the Craft Center (off Hwy 56 at Hurricane Bridge near Smithville, TN), or the Oakley Farm (in Livingston, TN), the University agrees to allow the Contractor to charge one (1) hour incidental labor per day per person, in accordance with each person’s labor classification, in order to cover expenses incurred as a result of travel time to the Craft Center or farm.

D.4 Contractor shall furnish all required tools and equipment of the trade necessary to perform work. This includes, but is not necessarily limited to, brushes, pans, rags, ladders, and/or scaffolding to do the required work. Paint is expressly excluded. University shall stock paint in its Central Warehouse, and Contractor shall be responsible for securing paint from the Warehouse using a process approved by the University. With written pre-approval from the appropriate personnel, University may agree to reimburse contractor the cost of rental equipment deemed necessary to complete projects. Cost is defined as invoiced amount from rental agency; no markups are authorized for rental equipment. University’s reimbursement to Contractor for rental equipment is contingent upon University’s written pre-approval of all such rental equipment for which reimbursement is requested. Any Contractor invoices requesting reimbursement must be accompanied by all of the following: 1) rental invoice showing payment amount

and dates of use; and 2) the University’s written pre-approval. Reimbursements will not be made from

quotes or estimates and will not be made until satisfactory completion of work for which rental

equipment was used.

D.5 In the event a specialty paint or specialty material is required the University agrees to reimburse Contractor the invoiced cost of the paint or material plus a 15% mark up with written pre-approval from

University personnel requesting the specialty paint or specialty material. NOTICE: The 15% mark up

will only be applied to the pre-tax amount of the paint or material. Any tax reimbursement will be

only for the actual amount of tax charged. Any Contractor invoices requesting reimbursement must be accompanied by all of the following: 1) invoice showing purchase of the paint or material; and 2) the

University’s written pre-approval. Reimbursements will not be made from quotes or estimates.

D.6 Contractor shall be available upon request to meet with University personnel to give estimates, take measurements, identify existing substrates, etc., at no additional cost to the University.

D.7 Work hours should be between 7am and 7pm unless authorized by appropriate University personnel. Work shall be supervised by individual(s) employed by Contractor with demonstrated knowledge and experience in the proper application of paint as required for each job.

D.8 In entering, passing through or working in any space or in conjunction with the building in the performance of the work, the Contractor shall at all times furnish and maintain proper protection for the floors, walls, ceiling, fixtures, equipment, building, driveways, sidewalks, grass, steps, and/or other property of the University. The Contractor agrees to be responsible for any damages incurred to the University or other personal property at work sites. If any damages are incurred due to the actions of the Contractor, Contractor agrees to be responsible for restoring said property to condition before damage at no cost to the University or the property owner.

D.9 Contractor is responsible for assuring that installation methods and equipment used are in accordance with the manufacturer’s recommendations and specifications for each product used.

D.10 At completion of work, the job site should, at a minimum, be restored to original condition. Contractor shall remove from the premises all of his installation equipment, crating, packing materials and miscellaneous trash. A trash container/dumpster will not be provided by the University. Contractor shall clean surfaces free of fingerprints, markings, and dirt.

D.11 The actual surface area to be painted will determine the square footage of the job for invoicing purposes, at the appropriate unit cost as listed in the Cost Sheet. This will also apply to trim work (such as a soffit or fascia), as listed in the Cost Sheet. There will be no deduction of square footage for windows or door frames in the square footage calculations.

D.12 Removal of mold or mildew is considered normal work in preparing surfaces for painting and shall be included in square footage bid pricing.

D.13 The University will provide paint, caulking, glass for window pane replacement, and wood for window sill replacement. All other materials and/or tools (brushes, rags, putty knives, etc.) are to be furnished by the Contractor at no additional cost.

D.14 Contractor shall supply their own cleaner, paint thinners, etc. as part of square foot pricing.

D.15 All hourly rate work must be pre-approved in writing by appropriate university personnel.

D.16 Contractor shall repair nail holes as normal prep work and this shall be included in square foot pricing.

D.17 Prior to a job being deemed complete, the appropriate University personnel will inspect the work performed for completeness and quality of workmanship. Should incomplete work, poor workmanship, or other “punch list” items be discovered, such work shall be completed or corrected at no additional cost to the University.

D.18 Painting of exterior dormers will fall under the skilled/unskilled labor rates

D.19 Contractor must provide an invoice to the University for work performed under this Contract. Each invoice shall reference the University Contract Number and/or University Purchase Order Number. All charges for work performed shall be itemized according to line items on contract. In addition reimbursements must have their own invoicing line and any approved 15% markup having a separate invoice line. Contractor shall submit separate invoices to the University for each quoted project within thirty (30) working days of completion. Contractor must include complete billing information on each invoice (i.e. project number, building, room/area, and dates of service. All invoices submitted for payment must be emailed directly to Accounts Payable department at [email protected] or mailed at Tennessee Tech University, Attn: Accounts Payable, PO Box 5037, Cookeville, TN 38505.

D.20 Important Note: The University will not accept nor assume responsibility for, or provide storage for, the Contractor’s equipment, nor any Contractor-furnished, but not owned, equipment (i.e., rented lifts, cranes, etc.). If a temporary arrangement for leaving item(s) is needed for a particular job or project on site, the Contractor does so at Contractor’s own risk, and the University shall not be held liable for loss or damage of property belonging to or in the care of the Contractor.

D.21 Contractor shall have sufficient, competent, full-time and part-time employees available to do work specified herein at all times, especially during peak demand seasons such as semester breaks, Christmas break, summer break and other times when classes are not in session. Additionally, Contractor must have sufficient staff to paint parts of all surfaces in Tech Village as apartments open for rental. At times, significant workforce will be necessary to complete required work, including around Christmas each year.

E. TERMS AND CONDITIONS:

E.1. Required Approvals. The University is not bound by this Contract until it is approved by the appropriate officials in accordance with applicable Tennessee laws and regulations as shown on the signature page of this Contract.

E.2. Modification and Amendment. This Contract may be modified only by a written amendment executed by all parties hereto and approved by the appropriate officials.

mailto:[email protected]

E.3. Ethnicity. This Contract shall not be executed until the Contractor has completed the Contractor Requirements Form, (Attachment C).

E.4. Termination for Convenience. The University may terminate this Contract without cause for any reason. Termination under this Section E. 4 shall not be deemed a Breach of Contract by the University. The University shall give the Contractor at least thirty (30) days written notice before the effective termination date. The Contractor shall be entitled to receive compensation for satisfactory, authorized service completed as of the termination date, but in no event shall the University 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.

E.5. Termination for Cause. If the Contractor fails to perform its obligations under this Contract in a timely or proper manner, or if the Contractor violates any term of this Contract, the University shall have the right to immediately terminate the Contract and withhold payments in excess of fair compensation for completed services; provided, however, University shall have the option to give Contractor written notice and a specified period of time in which to cure. Notwithstanding the above, the Contractor shall not be relieved of liability to the University for damages sustained by virtue of any breach of this Contract by the Contractor.

E.6. 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 University. If such subcontracts are approved by the University, they shall contain, at a minimum, sections of this Contract pertaining to "Conflicts of Interest" and "Nondiscrimination". Notwithstanding any use of approved subcontractors, the Contractor shall be the prime contractor and shall be responsible for all work performed.

E.7. 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.

E.8. 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 disability, age, race, color, religion, sex, veteran status, national origin, or any other classification protected by Federal, or 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.

E.9. Records. The Contractor shall maintain documentation for all charges against the University 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 three (3) 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 University, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

E.10. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this Contract shall be subject to monitoring and evaluation by the University, the Comptroller of the Treasury, or their duly appointed representatives.

E.11. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the University as requested.

E.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.

E.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 the parties are independent contracting entities and that nothing in this Contract shall be construed to create an 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.

E.14. University Liability. The University shall have no liability except as specifically provided in this Contract.

E.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, acts of God, riots, wars, epidemics or any other similar cause.

E.16. State and Federal Compliance. The Contractor shall comply with all applicable State and Federal laws and regulations, including University policies and guidelines in the performance of this Contract.

E.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 Tennessee Claims Commission in actions that may arise under this Contract. The Contractor acknowledges and agrees that any rights or claims against the University 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.

E.18. Severability. If any terms or 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.

E.19. Headings. Section headings of this Contract are for reference purposes only and shall not be construed as part of this Contract.

E.20 Taxes. The Contractor, being an independent contractor and not an employee of the University, agrees to pay all applicable taxes incident to this Contract.

E.21 Prices Firm. Prices shall be firm for the contract term. At the time of renewal, Contractor may propose a price increase with at least ninety (90) days advance notice prior to contract renewal date. Any request for price increase must include written justification regarding the reason(s) for the increase. Increases shall not exceed 5% over the previous year’s prices. All requests for price increases are subject to the University’s approval, and the University may elect to accept a price increase or reject the price increase and re-bid the contract at its sole discretion.

F. ADDITIONAL TERMS AND CONDITIONS:

F.1. Communications and Contacts.

The University (Contractual Contact): Mark Greenwood, Buyer – Purchasing Tennessee Technological University P.O. Box 5144, 1 William L Jones Dr. Cookeville, TN 38505 Phone: 931-372-6350 Fax: 931-372-3727 Email: [email protected]

The University (Technical Contact): Jack Butler, Associate Vice President – Facilities OR Jim Cobb, Director – Capital Projects and Environmental Safety Tennessee Technological University P.O. Box 5041, 220 W. 10th St. Cookeville, TN 38505 Phone: 931-372-3227 Fax: 931-372-3727 Email: [email protected]

The Contractor: [NAME AND TITLE OF CONTRACTOR CONTACT PERSON] [CONTRACTOR NAME] [ADDRESS] [TELEPHONE NUMBER] [FACSIMILE NUMBER] All instructions, notices, consents, demands, or other communications shall be sent in a manner that verifies proof of delivery. Any communication by facsimile transmission shall also be sent by United States mail on the same date as the facsimile transmission. All communications which relate to any changes to the Contract shall not be considered effective until agreed to, in writing, by both parties.

F.2. 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 University reserves the right to terminate the Contract upon written notice to the Contractor. Termination under this Section E.2 shall not be deemed a breach of Contract by the University. 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 University any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount.

F.3. Breach. A party shall be deemed to have breached the Contract if any of the following occurs (However, this list is not exclusive.): — failure to perform in accordance with any term or provision of the Contract; — partial performance of any term or provision of the Contract; — any act prohibited or restricted by the Contract, or — violation of any warranty.

F.4. Insurance. The Contractor shall maintain a commercial general liability policy. The commercial general liability policy shall provide coverage which includes, but is not limited to, bodily injury, personal injury, death, property damage and medical claims, with minimum limits of $1,000,000 per occurrence, $3,000,000 in the aggregate. The Contractor shall maintain workers’ compensation coverage or a self-insured program as required under Tennessee law. The Contractor shall deliver to the University both certificates of insurance no later than the effective date of the Contract. If any policy providing insurance required by the Contract is cancelled prior to the policy expiration date, the Contractor, upon receiving a notice of cancellation, shall give immediate notice to the University.

The enumeration in the Contract of the kinds and amounts of liability insurance shall not abridge, diminish or affect the Contractor’s legal responsibilities arising out of or resulting from the services under this Contract.

F.5. Competitive Procurements. If this Contract provides for reimbursement of the cost of goods, materials, supplies, equipment, or services, such procurements shall be made on a competitive basis, when practical.

F.6. Inventory/Equipment Control. No equipment shall be purchased under this Contract.

F.7. University 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 University for the Contractor’s temporary use under this Contract. Upon termination of this Contract, all property furnished shall be returned to the University 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 University for the residual value of the property at the time of loss.

F.8. Contract Documents. Included in this Contract by reference are the following documents: a. This Contract document and its attachments b. The Request for Quotation and its associated amendments c. The Contractor’s Bid In the event of a discrepancy or ambiguity regarding the interpretation of this Contract, these documents shall govern in order of precedence as listed above.

F.9. Prohibited Advertising. The Contractor shall not refer to this Contract or the Contractor’s relationship with the University hereunder in commercial advertising in such a manner as to state or imply that the Contractor or the Contractor's services are endorsed.

F.10. Hold Harmless. The Contractor agrees to indemnify and hold harmless the University as well as its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, or negligence on the part of the Contractor, its employees, or any person acting for or on its or their behalf relating to this Contract. The Contractor further agrees it shall be liable for the reasonable cost of attorneys for the University in the event such service is necessitated to enforce the terms of this Contract or otherwise enforce the obligations of the Contractor to the University.

In the event of any such suit or claim, the Contractor shall give the University immediate notice thereof and shall provide all assistance required by the University in the University’s defense. The University shall give the Contractor written notice of any such claim or suit, and the Contractor shall have full right and obligation to conduct the Contractor’s own defense thereof. Nothing contained herein shall be deemed to accord to the Contractor, through its attorney(s), the right to represent the University in any legal matter, such rights being governed by Tennessee Code Annotated, Section 8-6-106.

F.11. Debarment and Suspension. The Contractor certifies, to the best of its knowledge and belief, that it and its principals:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or state department or agency;

b. have not within a three (3) year period preceding this Contract been convicted of, or had a civil judgment rendered against them from commission of fraud, or a criminal offence 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 for or otherwise criminally or civilly charged by a government entity (Federal, State, or Local) with commission of any of the offenses listed 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.

F.12. Prohibition on Hiring Illegal Immigrants. Tennessee Public Chapter No. 878 of 2006, TCA 12-4-124, requires that Contactor attest in writing that Contractor will not knowingly utilize the services of illegal immigrants in the performance of this Contract and will not knowingly utilize the services of any subcontractor, if permitted under this Contract, who will utilize the services of illegal immigrants in the performance of this Contract. The attestation shall be made on the form, Contractor Requirements (“the Attestation”), which is attached and hereby incorporated as Attachment C.

If Contractor is discovered to have breached the Attestation, the Commissioner of Finance and Administration shall declare that the Contractor shall be prohibited from contracting or submitting a bid to any Tennessee Board of Regents institution or any other state entity for a period of one (1) year from the

date of discovery of the breach. Contractor may appeal the one (1) year by utilizing an appeals process in the Rules of Finance and Administration, Chapter 0620.

F.13 Sales and Use Tax. The Contractor shall be registered or have received an exemption from the Department of Revenue for the collection of Tennessee sales and use tax. This registration requirement is a material requirement of this Contract.

F.14. Contractor Commitment to Diversity. The Contractor shall assist the University in monitoring the

Contractor’s performance of this commitment by providing, as requested, a quarterly report of participation in the performance of this Contract by small business enterprises and businesses owned by minorities, women, and Tennessee service-disabled veterans. Such reports shall be provided to the University in form and substance as required by University.

F.15. The Contractor agrees that in the course of providing services it will follow the data security and access

standards promulgated by the Tennessee State Office of Information Resources when accessing or providing data to the University.

F.16. The Contractor warrants and represents that the service and software, including any updates, provided

to the University will meet the accessibility standards set forth in WCAG 2.0 AA (also known as ISO standard, ISO/IEC 40500:2012) and will be compliant with Section 508 of the Americans with Disabilities Act (ADA).

F.17. Iran Divestment Act. The requirements of Tenn. Code Ann. §12-12-101 et.seq., addressing contracting

with persons with investment activities in Iran, shall be a material provision of this Contract. The Contractor agrees, under penalty of perjury, that to the best of its knowledge and belief that it is not on the list created pursuant to Tenn. Code Ann. §12-12-106.

F.18. Execution. This Agreement may be executed in one or more counterparts and may be electronically

transmitted, subject to the limitations of state or federal law and/or University/Tennessee Board of Regents policies. Each counterpart, regardless of transmission method, shall be deemed an original and all of which shall constitute one Agreement.

IN WITNESS WHEREOF:

[CONTRACTOR LEGAL ENTITY NAME]:

NAME:_____________________________________________

TITLE:_____________________________________________

Date

TENNESSEE TECHNOLOGICAL UNIVERSITY:

Dr. Philip Oldham, President Date

APPROVED:

TENNESSEE BOARD OF REGENTS:

Chancellor Date

Attachment C

CONTRACTOR REQUIREMENTS

In order to comply with Tennessee statutory requirements and/or regulations and United States federal income tax laws it is necessary that the following information be provided prior to the issuance of any University contract or purchase order. All sections of this form must be completed and signed as directed.

I. Ownership Information 1. Contractor Legal Entity Name (Name used for tax filing

purposes): ________________________________________________

2. Is Contractor a US citizen?

Yes No (If no, state country of citizenship):

__________________________________________ (Note: Contractors who are individuals and are not US citizens must complete a Foreign National Data Form prior to execution of contract.)

3. Kind of Ownership (Check all that apply)::

Government (GO)

Non-Profit (NO)

Majority (MJ)

Minority*

Woman (WO)*

Small (SM)*

State of TN Agency

Service-Disabled Veteran*

*See reverse side of form for clarification of these categories.

4. Minority / Ethnicity Code (Check one):

African American (MA)

Native American (MN)

Hispanic American (MH)

Asian American (MS)

Other Minority (MO) Specify: _______________________

5. Preference for reporting purposes: (Note: If Contractor qualifies in multiple categories as small, woman-owned and/or minority,

Contractor is to specify in which category he/she is to be considered for reporting and classification purposes.) Check one only. Small Minority Woman-Owned Service-Disabled Veteran

6. Certification: I certify that all of the information as completed above is accurate and true. (Signature required below.) Signed: ______________________________________________________________ Date: __________________________ Name (Printed): ____________________________________Title: ________________________________________________

II. ATTESTATION REGARDING PERSONNEL USED IN CONTRACT PERFORMANCE. The Contractor hereby attests, certifies, warrants and assures 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. (Signature required below.) Signed: ______________________________________________________________ Date: ________________ Name (Printed): ______________________________________Title: _____________________________________

*******************************************************************************************************

III. TENNESSEE SALES AND USE TAX. Prior to award of a contract by the University, the Contractor shall be registered or shall have received an exemption from the TN Department of Revenue for the collection of sales and use tax. Contractor’s Tennessee Sales & Use Tax Registration Number: ____________________. Note: This is NOT your federal identification number/social security number. Contact the Department of Revenue through this link https://revenue.support.tn.gov/hc/en-us/requests/new?ticket_form_id=27805 to determine whether or not you or your company are required to register. The Department of Revenue will provide Contractors who are not required to collect sales/use tax with a letter of exemption, a copy of which should be returned with this form to verify compliance with this section. Visit https://revenue.support.tn.gov/hc/en-us/articles/203555049-I-am-a-vendor-doing-business-with-the-State-of-Tennessee-I-was-told-I-need-to-provide-a-certificate-of-registration-or-proof-of-sales-tax-exemption-What-do-I-do- for more information.

https://revenue.support.tn.gov/hc/en-us/requests/new?ticket_form_id=27805

https://revenue.support.tn.gov/hc/en-us/articles/203555049-I-am-a-vendor-doing-business-with-the-State-of-Tennessee-I-was-told-I-need-to-provide-a-certificate-of-registration-or-proof-of-sales-tax-exemption-What-do-I-do-

https://revenue.support.tn.gov/hc/en-us/articles/203555049-I-am-a-vendor-doing-business-with-the-State-of-Tennessee-I-was-told-I-need-to-provide-a-certificate-of-registration-or-proof-of-sales-tax-exemption-What-do-I-do-

*Minority Ownership Clarification: A “minority-owned business” means a business that is a continuing, independent, for profit business which performs a commercially useful function and is at least fifty-one percent (51%) owned and controlled by one (1) or more minority individuals who are impeded from normal entry into the economic mainstream because of past practices of discrimination based on race or ethnic background. “Minority” means a person who is a citizen or lawful permanent resident of the United States and who is:

a) African American (a person having origins in any of the black racial groups of Africa); b) Hispanic (a person of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin,

regardless of race); c) Asian American (a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian

subcontinent, or the Pacific Islands); or d) Native American (a person having origins in any of the original peoples of North America).

**Woman-Owned Business Clarification: A “woman-owned business” means a business that is a continuing, independent, for profit business which performs a commercially useful function and is at least fifty-one percent (51%) owned and controlled by one (1) or more women; or, in the case of any publicly owned business, at least fifty-one percent (51%) of the stock of which is owned and controlled by one (1) or more women and whose management and daily business operations are under the control of one (1) or more women.

***Small Business Ownership Clarification: A “small business” means a business that is independently owned and operated for profit, is not dominant in its field of operation and is not an affiliate or subsidiary of a business dominant in its field of operation. The Governor’s Office of Diversity Business Enterprise establishes small business guidelines on industry size standards. The criteria guidelines are required to be met in order for a business to be considered small. The annual receipts or number of employees indicates the maximum allowed for a small business concern and its affiliates to be considered small.

TYPE OF BUSINESS ANNUAL GROSS SALES NO. OF

EMPLOYEES

Agriculture, Forestry, Fishing $500,000 9

Architectural / Design / Engineering $2,000,000 30

Construction $2,000,000 30

Educational $1,000,000 9

Finance, Insurance & Real Estate $1,000,000 9

Information Systems / Technology $2,000,000 30

Manufacturing $2,000,000 99

Marketing / Communications / Public Relations $2,000,000 30

Medical / Healthcare $2,000,000 30

Mining $1,000,000 49

Retail Trade $750,000 9

Service Industry $500,000 9

Transportation, Commerce & Utilities $1,000,000 9

Wholesale Trade $1,000,000 19

****Service-Disabled Veteran Business Enterprise (SDVBE) Clarification: Tennessee Service-Disabled Veteran owned means any person who served honorably on active duty in the Armed Forces of the United States with at least a twenty percent (20%) disability that is service-connected, meaning that such disability was incurred or aggravated in the line of duty in the active military, naval or air service. “Tennessee Service disabled Veteran Owned Business” means a service-disabled veteran owned business that is a continuing, independent, for-profit business located in the state of Tennessee that performs a commercially useful function, and that: a) Is at least fifty-one percent (51%) owned and controlled by one (1) or more service-disabled owned veterans; b) In the case of a business solely owned by one (1) service-disabled veteran and such person’s spouse, is at least fifty

percent (50%) owned and controlled by the service-disabled veteran; or c) In the case of any publicly owned business, at least fifty-one percent (51%) of the stock of which is owned and

controlled by one (1) or more service-disabled veterans and whose management and daily business operations are under the control of one (1) or more service-disabled veterans.

RFQ - STANDARD TERMS & CONDITIONS

1. PREPARATION AND SUBMISSION OF BID. a. Failure to examine any drawings, specifications, or instructions will be at the Bidder’s risk. b. BID SUBMITTAL / SIGNATURE: Bid should give the full name and business address of the Bidder. If the

Bidder is a corporation, the name shall be stated as it is in the corporate charter. Bids must be signed in ink by the Bidder's authorized agent. Unsigned bids will be rejected. Bids are to be sealed and the outside of the envelope is to reference the bid number. The person signing the bid must show his title, and if requested by the University, must furnish satisfactory proof of his or her authority to bind his or her company in contract. Bidder understands that by submitting a bid with an authorized signature, it shall constitute an offer to the University. Bids must be typewritten or in ink; otherwise they may not be considered. Purchase orders will be issued to the firm name appearing on the bid.

c. Bids are to be received in the location designated on the bid no later than the specified date and time. Late bids will NOT be opened or considered.

d. No erasures are permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent to error and must be initialed in ink by person signing bid.

e. Discounts other than "Time" or "Cash" offered should be deducted from the unit price. Discounts of less than 20 days will not be considered in evaluation of bid.

f. Specifications: Reference to available specifications shall be sufficient to make the terms of the specifications binding on the Bidder. The use of the name of a manufacturer, or any special brand or make in describing an item does not restrict the Bidder to that manufacturer or specific article, unless specifically stated. Comparable products of other manufacturers will be considered if proof of compatibility is contained in the bid. Bidders are required to notify the University's Chief Procurement Officer whenever specifications procedures are not perceived to be fair and open. All suggestions or objections shall be made in writing and received by the Chief Procurement Officer at least three (3) working days prior to the bid opening. The articles on which the bids are submitted must be equal or superior to that specified. Informative and Descriptive Literature: The Bidder must show brand or trade names of the articles bid, when applicable. It shall be the responsibility of the vendor, including vendors whose product is referenced, to furnish with the bid such specifications, catalog pages, brochures or other data as will provide an adequate basis for determining the quality and functional capabilities of the product offered. Failure to provide this data may be considered valid justification for rejection of bid.

g. Samples: Samples of items when called for, must be furnished free of expense, and if not destroyed will, upon Bidder's request within ten (10) days of bid opening, be returned at the Bidder’s expense. Each sample must be labeled with the Bidder’s name, manufacturer’s brand name and number, bid number and item reference.

h. Time of Performance: The number of calendar days in which delivery is to be made after receipt of order shall be stated in the bid and may be a factor in making an award, price notwithstanding. If no delivery time is stated in the bid, Bidder agrees that delivery is to be made within two weeks (10 business days) of order.

i. Transportation and delivery charges should be included in the price and be fully prepaid by the vendor to the destination specified in the bid. Bid prices shall include delivery of all items F.O.B. destination.

j. New materials and supplies must be delivered unless otherwise specifically stated in the bid. k. Alternate/multiple bids will not be considered unless specifically called for in the bid. l. Bond requirements. The University reserves the right to require that the selected vendor post a performance

and/or payment bond in such amount as deemed reasonable by the University. Any bond requirement should be included in the bid, itemized separately.

m. Only bids submitted on bid forms furnished by the University will be considered, except that the University reserves the right to consider telephone, faxed or electronically submitted bids for purchases totaling less than $50,000 if received by the deadline and confirmed in writing within five (5) days on University forms.

n. By signing this bid where indicated, the Bidder agrees to strictly abide by all state and federal statutes and regulations. The Bidder further certifies that this bid is made without collusion or fraud.

o. FAILURE TO BID / ERROR IN BID. Failure to bid without advising the University that future invitations for bids are desirable may result in removal from University’s bidders’ list covering this category of items. In case of error in the extension of prices in the bid, the unit price will govern. Late bids will NOT be opened or considered. Bidders are cautioned to verify their bids before submission, as amendments received after the bid deadline will not be considered. No bid shall be altered, amended or withdrawn after opening. After bid opening, a Bidder may withdraw a bid only when there is obvious clerical error such as a misplaced decimal point, or when enforcement of the bid would impose unconscionable hardship due to an error in the bid resulting in a quotation substantially below the other bids received. Bid withdrawals will be considered only upon written request of the Bidder.

2. INSPECTION. All bids will be publicly opened and are subject to public inspection after the award. Bidders may be present at bid opening.

3. ACCEPTANCE AND AWARD. The University reserves the right to reject any and all bids and to waive any informality in bids and, unless otherwise specified by the Bidder to accept any item in the bid. Action to reject all bids shall be taken for unreasonably high prices, errors in the bid documents, cessation of need, unavailability of funds, or any other reason approved by the University / Tennessee Board of Regents, as appropriate.

a Contracts and purchases will be made with the lowest, responsible, qualified Bidder. The quality of the articles to be supplied, their conformity with the specifications, their suitability to the requirements of the University, cash discount offered and the delivery terms will be taken into consideration.

b. The University reserves the right to order up to 10% more or less than the quantity listed in the bid. c. If a Bidder fails to state a time within which a bid must be accepted, it is understood and agreed that the

University shall have sixty (60) days to accept. d. A written purchase order mailed or otherwise furnished, to the successful Bidder within the time period specified

in the bid results in a binding contract without further action by either party. The contract may not be assigned without written University consent.

e. If the appropriate space is marked on the bid, other state institutions of higher education may purchase off the contract during the same period as the University.

4. DISCOUNT PERIOD. Time in connection with discount offered will be computed from the date of delivery at destination, or from the date correct invoices are received, whichever is later.

5. DEFAULT OF SELECTED VENDOR. In case of vendor default, the University may procure the articles or services from other sources and hold the defaulting vendor responsible for any resulting cost.

6. INSPECTION OF PURCHASES. Articles received which are not equivalent will not be accepted and will be picked up by the vendor or returned to vendor, shipping charges collect. University shall have a reasonable period in which to inspect and accept or reject materials without liability. If necessity requires University to use nonconforming materials, an appropriate reduction in payment may be made.

7. TAXES. University is tax exempt; do not include taxes in quotation. Vendors making improvements or additions to, or performing repair work on real property for University are liable for any applicable sales or use tax on tangible personal property used in connection with the contract or furnished to vendors by the state for use under the contract.

8. NONDISCRIMINATION. The University and Bidder agree to comply with Titles VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, Executive Order 11,246, the Americans with Disabilities Act of 1990 and the related regulations to each. Each party assures that it will not discriminate against any individual including, but not limited to employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, veteran status or national origin.

9. PROHIBITIONS / NO VENDOR CONTRACT FORM / TENNESSEE LAW / AUDIT. Acceptance of gifts from vendors is prohibited. TCA §12-3-106. Bidding by state employees is prohibited. TCA §12-4-103. The Bidder warrants that no part of the total contract amount shall be paid directly or indirectly to any officer or employee of the State of Tennessee. The contract documents for purchase under this bid request shall consist of the successful Bidder’s bid and the University’s purchase order. Bidders may not require any other written contract terms or conditions, nor may any other terms and conditions be imposed by means of subsequent documents, such as invoices, warranty agreements, license agreements, etc. Should the Bidder request exceptions to terms and conditions and/or those proposed by the Bidder vary from the bid and TBR Policies and Guidelines, University may render the bid unresponsive and subject the bid to rejection. The contract shall be governed by Tennessee law. For all awards other than for a firm, fixed price, vendor shall maintain books and records for a period of three (3) years from final payment, and these records shall be subject to audit by the State.

10. PURCHASING POLICIES / BID PROTEST. This bid request and any award made hereunder are subject to the policies and guidelines of the Tennessee Board of Regents (www.tbr.edu) and University (www.tntech.edu). Bid protest procedures are available at: https://policies.tbr.edu/policies/purchasing-policies-and-procedures. Reference Section XVII of this policy.

11. PROHIBITION ON HIRING ILLEGAL IMMIGRANTS. By responding to this bid, the Bidder is attesting that the Bidder will not knowingly utilize the services of illegal immigrants and will not knowingly utilize the services of any subcontractor that does so in delivery of the goods / services under this order. If the Bidder is discovered to have breached this attestation, the Bidder shall be prohibited form supplying goods / services to any TBR institution / State for a period of one (1) year from the date of discovery of the breach. Rules of Finance and Administration, 0620.

http://www.tbr.edu/policies_guidelines/business_policies/4-02-10-00.htm

The following are “Prohibited Provisions” that must not be included in any Hardware/Software Licensing Agreements as they violate State of Tennessee Law. Please modify your standard terms and conditions accordingly. Unacceptable Provisions a) Disclaimer of vendor’s liability for incidental, exemplary, or consequential damages; b) Disclaimer by vendor of express or implied warranties of merchantability and fitness for a particular

purpose; c) Limitation on dollar amount of damages recoverable by state from vendor; d) Limitation on time permitted Institution for bringing legal action against vendor. e) Requirement of payment by Institution in advance of delivery or prior to acceptance of products and

services; f) Requirement that Institution pay taxes of any kind; g) Passing of risk of loss or title to Institution before delivery and/or installation of products; h) Right of Vendor to enter Institution’s premises without notice to remove equipment or product upon alleged

default by Institution; i) Assessment of penalties or liquidated damages against Institution; j) Award of Attorney’s fees to Vendor in the event of legal action against Institution; k) Governing Law other than Tennessee; l) Arbitration clause designating third party to settle legal disputes; m) Consent to jurisdiction in courts outside Tennessee; n) Indemnification or holding harmless of vendor by Institution; o) Payment of travel/per diem expenses in excess of maximum limitations set forth in Tennessee Board of

Regents (TBR) policy. Essential Contents of the Agreement The following provisions should be considered as essential terms and conditions of your proposal. A. Non-discrimination. The parties agree to comply with Title VI and VII of the Civil Rights Act of 1964,

Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, Executive Order 11,246, American Disabilities Act of 1990 and the related regulations to each. Each party assures that it will not discriminate against any individual including, but not limited to, employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, veteran statusor national origin. The parties also agree to take affirmative action to ensure that applicants are employed and that employees are treated during the employment without regard to their race, religion, creed, color, sex, disability, veteran status or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection available to employees and applicants for employment.

B. Indemnification. The State of Tennessee, its officers, agents, and employees shall be held harmless from

liability from any claims, damages and actions of any nature arising from the use of any materials furnished by the vendor, provided that such liability is not attributable to negligence on the part of the using agency or failure of the suing agency to use the materials in the manner outlined by the vendor in descriptive literature or specifications submitted with the vendor’s bid.

C. Copyright and Patent Liability.

1) The vendor shall, at his own expense, be entitled to and shall have the duty to defend any suit which may be brought against the State of Tennessee to the extent that it is based on a claim that the products or services furnished infringe a United States copyright or patent. The vendor shall further indemnify the State against any award of damages and costs made against the State by final judgment of a court of last resort in any such suit. The Licensee or State Board of Regents shall provide vendor immediate notice in writing of the Institution of such claim and full right and opportunity to conduct the defense

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thereof, together with all available information and reasonable cooperation, assistance and authority to enable vendor to do so. No cost or expenses shall be incurred for the account of the vendor without written consent. The Attorney General for the State of Tennessee reserves the right to participate in the defense of any such action. Vendor shall not be liable for any award of judgment against the Licensee or State of Tennessee reached by compromise or settlement unless the vendor accepts the compromise or settlement. Vendor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon the State of Tennessee or using Institution unless approved by the State and the Licensee.

2) If, in the vendor’s opinion, the products or services furnished under said contract are likely to, or do

become, the subject of a claim of infringement of a United States copyright or patent, then without diminishing the vendor’s obligation to satisfy the final award, the vendor may at its option and expense:

a) Procure for the using Institution, TBR, and/or the State of Tennessee the right to continue using the

products and services. b) Replace or modify the alleged infringing products or services with other equally suitable products or

services that are satisfactory to the using Institution and TBR so that they become noninfringing. c) Remove the products or discontinue the services and cancel any future charges pertaining thereto.

Provided however, that the vendor will not exercise option [2.c] until the vendor, using Institution and the TBR have determined that options [2.a] and [2.b] are impractical.

3) Vendor however, shall have no liability to the State or using Institution if any such copyright or patent

infringement or claim thereof is based upon or arises out of: a) The use of the products or services in combination with apparatus or devices not supplied or

approved by the Vendor. b) The use of the products or services in a manner for which the products or services were neither

designed nor contemplated. c) The claimed infringement of any copyright or patent in which the Licensee or State of Tennessee

has any direct or indirect interest by license or otherwise.

D. Shipment. Shipment by F.O.B. destination terms is preferred; however, if vendor ships F.O.B. shipping point, the agreement should specify that freight is to be prepaid and that risk of loss will remain on seller until goods are physically delivered to the Institution.

E. Cancellation. Vendor may request cancellation of a purchase order or contract and the State may grant

relief only if the vendor is prevented from performance by an act of war, order of legal authority, Act of God, or other unavoidable causes not attributed to the fault or negligence of the contractor.

F. Payment. Payment for any item delivered may be withheld by the Institution until all requirements of the

contract have been complied with in full. G. Default. In case of any default of the vendor, the Institution may procure the product or services from other

sources and hold the Vendor responsible for any damages incurred including, but not limited to, excess cost or handling charges.

H. Audit Records. The Institution shall have the right to audit the books and records of any vendor of products

or services for any contract other than a firm fixed-price contract. Such books or records shall be maintained by the contractor or subcontractor for a period of three (3) years from the date of the final payment under the contract.

I. Conflict of Interest. The Vendor warrants that no part of the total contract amount provided herein shall be

paid directly or indirectly to any officer or employee of the State of Tennessee as wages, compensation, or gifts in exchange for acting as officer, agent, employee, subcontractor or consultant to the Vendor in connection with any work contemplated or performed relative to this contract.